CONFIDENTIAL TREATMENT REQUEST

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), is made and entered into as of February 11, 2004,
between Pfizer Inc., a Delaware corporation with a place of business at 235 East 42nd Street, New York, New York 10017 ("Pfizer"), and
SuperGen, Inc., a Delaware corporation with a place of business at 4140 Dublin Boulevard, Suite 200, Dublin, California 94568 ("SuperGen").
Pfizer and SuperGen are collectively referred to as the "Parties" and each, individually, a "Party".

RECITALS

WHEREAS, SuperGen previously entered into the following agreements with the Warner-Lambert Company (now
Warner-Lambert Company LLC) ("WLC") related to the manufacture, packaging, marketing, and sale of Pentostatin: a Purchase and Sale Agreement dated
September 30, 1996 (the "Purchase Agreement"), and a Supply Agreement dated October 13, 1997 (the "Supply
Agreement"); and

WHEREAS, the WLC previously entered into that certain Distribution Agreement dated June 1, 1992, as amended, with the American
Cyanamid Corporation (the "Distribution Agreement"); and

WHEREAS, Wyeth (together with its predecessors in interest with respect to the Distribution Agreement,
"Wyeth") subsequently acquired the American Cyanamid Corporation, and is now party to the Distribution Agreement; and

WHEREAS, Pfizer subsequently acquired WLC, and WLC is now a wholly-owned subsidiary of Pfizer; and

WHEREAS, the Parties desire (i) to terminate the Supply Agreement, (ii) that Pfizer cause the Asset Selling Corporations to
transfer the Assets (hereinafter defined) to SuperGen or its designated Affiliate, and (iii) that SuperGen take assignment of the Distribution Agreement from WLC, in each case upon the terms
and conditions as set forth herein below.

NOW, THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other good and
valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the Parties), intending to be legally bound hereby, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

The following capitalized terms shall have the meanings set forth below:

1.1  "Affiliate" means any entity that controls, is controlled by or is under common control with a Party. For purposes of
this definition, "control" shall mean direct or indirect ownership of more than fifty percent (50%) of the shares of the respective entity entitled to vote in the election of directors (or, in the
case of an entity that is not a corporation, for the election of the corresponding managing authority).

1.2  "Assets" means the Marketing Approvals and the Trademarks.

1.3  "Asset Selling Corporations" shall mean the entities listed on Schedule 1.3.

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1.4  "Books and Records" means the books and records of Pfizer related to (i) the Marketing Approvals, and
(ii) the Distribution Agreement and Pfizer's performance thereunder prior to the Closing Date, including Pfizer's Product sales records and relevant correspondence with Wyeth.

1.5"Business Day"means shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York,
United States of America are authorized or obligated by law or executive order to close.

1.6  "Closing" shall mean the closing of the transactions contemplated by this Agreement pursuant to the terms of this
Agreement.

1.7  "Closing Deadline" means March 31, 2004.

1.8  "Drug Master Files" means all drug master files that are referred to or referenced in New Drug Application
No. 20122-001, and owned or controlled by or in the possession of Pfizer.

1.9  "EMEA" means The European Agency for the Evaluation of Medicinal Products.

1.10  "Knowledge" means the actual knowledge of the individuals listed on Schedule 1.10.

1.11  "Labeling" shall mean any and all printed labels, labeling and package inserts for the Product for countries or
jurisdictions outside of the Prior Territory.

1.12  "Liabilities" shall mean any debts, liabilities or obligations, whether accrued or fixed, known or unknown, absolute or
contingent, matured or unmatured or determined or determinable.

1.13  "Marketing Approvals" means any and all active or inactive (i) approvals, licenses, registrations and
authorizations, of all governmental agencies in a jurisdiction for the development, manufacture, use or sale of the Product in the applicable jurisdiction, including any pricing or reimbursement
approval with respect to the sale of the Product in the applicable jurisdiction; and (ii) applications for any of the foregoing; in each case in countries or jurisdictions outside the Prior
Territory.Schedule 1.13attached hereto sets forth a complete list of all Marketing Approvals and the status thereof as of the Closing Date,
including the date of any required renewals after the Closing Date.

1.14  "Patents" shall mean any of the following, as of the Closing Date: (i) any issued and unexpired patent, including
without limitation inventor's certificates, utility model, substitutions, extensions, confirmations, reissues, re-examination, renewal or any like governmental grant for protection of
inventions; and (ii) any pending application for any of the foregoing, including without limitation any continuation, divisional, substitution, additions,
continuations-in-part, provisional and converted provisional applications.

1.15  "Pentostatin" means the pharmaceutical compound (R) -3 -
(deoxy-ß-D-erythropentofuranosyl) -3, 6, 7, 8-tetrahydroimidazo [4, 5-d] [1, 3]
diazepin-8-01.

1.16  "Prior Territory" means Canada, Mexico and the United States of America, along with all its territories and possessions,
the Commonwealth of Puerto Rico and the District of Columbia.

1.17  "Product" means any pharmaceutical preparation for human use using Pentostatin as the sole active ingredient.

1.18  "Product Claim" shall mean a claim from a third party for money or other compensation (beyond reimbursement for the cost
of the Product) in respect of potential or actual injury or harm allegedly due and owing as a result of the use, application or defect of the Product or Labeling of the Product, in each case solely
with respect to Product sold or offered for sale outside of the Prior Territory, irrespective of the legal theory of liability.

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1.19  "Regulatory Authority" shall mean any federal, national, multinational, state, provincial or local regulatory agency,
department, bureau or other governmental entity with authority over the development, manufacture or commercialization (including review and approval of Marketing Approvals) with respect to the Product
outside of the Prior Territory.

1.20  "Subsequent Acquired Know-How" means Acquired Know-How (as that term is defined in the Purchase
Agreement) to the extent such Acquired Know-How was not conveyed to SuperGen pursuant to the Purchase Agreement.

1.21  "Subsequent Licensed Know-How" means Licensed Know-How (as that term is defined in the Purchase
Agreement) owned or licensed by Pfizer or its Affiliates as of the Closing Date to the extent such Licensed Know-How has not been delivered to SuperGen pursuant to the Purchase Agreement.

1.22  "Taxes" means all taxes, charges, duties, fees, levies or other assessments, including but not limited to, income,
excise, property, sales, value added, profits, license, withholding (with respect to compensation or otherwise), payroll, employment, net worth, capital gains, transfer, stamp, social security,
environmental, occupation and franchise taxes, imposed by any governmental authority, and including any interest, penalties and additions attributable thereto.

1.23  "Tax Return" means any return, report, declaration, information return, statement or other document filed or required to
be filed with any governmental authority, in connection with the determination, assessment or collection of any Tax or the administration of any laws relating to any Tax.

1.24  "Trademarks" means the trademarks listed inSchedule 1.24attached hereto.

ARTICLE 2
DISPOSITION OF ASSETS, AGREEMENTS AND PURCHASE PRICE

2.1Conveyance.



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2.2Termination of Supply Agreement.



2.3Amendment of Purchase Agreement.Effective as of the Closing Date, SuperGen and Pfizer, on behalf of the
Asset Selling Corporations, agree that Section 6.17 (SuperGen's Covenant Not to Compete) of the Purchase Agreement shall be terminated and be of no further force or effect.

2.4Assignment of Distribution Agreement.Pfizer will cause WLC to assign, effective as of the Closing Date, all
of its rights and delegates all of its duties and obligations under the Distribution Agreement to SuperGen or its designated Affiliate(s). Accordingly, effective as of the Closing Date, SuperGen will
assume all of WLC's rights, duties and obligations under the Distribution Agreement.

2.5Purchase Price.



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2.6Delivery Obligations; Transactions.



2.7Closing.The Closing shall take place at the offices of Pfizer Inc., 235 East 42nd Street, New York,
New York, United States of America at 10:00 A.M., New York time, on the second Business Day following the satisfaction or waiver of the conditions precedent specified in Article 7, or at
such other time and place as the Parties hereto may mutually agree;provided,however, that without the
agreement of Pfizer and SuperGen the Closing shall not occur later than the Closing Deadline. The date on which the Closing occurs is called the "Closing
Date". The Closing shall be deemed to occur and be effective as of the close of business on the Closing Date.



2.8Trademarks.SuperGen, at its sole expense, shall prepare and deliver to Pfizer or its designated
Affiliate(s) any assignments or other documents necessary to record the change in ownership of the Trademarks in each country in which there are Trademarks. SuperGen shall be solely

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responsible
for the filing and recording of all individual country Trademark assignments, and for the official fees and agent fees associated therewith.

2.9Patents.Pfizer is not aware of any Patents owned by Pfizer or any entity that is an Affiliate of Pfizer as
of the Closing Date, the claims of which Patent would be infringed upon by the making, using, selling, offering for sale or importation by SuperGen of the Product in or into a country outside of the
Prior Territory. If, after the Closing Date, Pfizer becomes aware of any such Patent, then Pfizer shall effect an assignment of such Patent to SuperGen or its designated Affiliate.

ARTICLE 3
NON-COMPETE COVENANT

3.1Covenant Not to Compete.



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ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1Representations and Warranties of Pfizer.Pfizer hereby represents and warrants to SuperGen and its
Affiliate(s) as of the Closing Date as follows:



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4.2Representations and Warranties of SuperGen.SuperGen hereby represents and warrants to Pfizer as of the
Closing Date as follows:



4.3No Reliance.In light of the representations and warranties made by the Parties in this Article 4,
each Party is relinquishing any right to any claim based on any representations and warranties, other than those specifically included in Section 4.1. Any claims a Party may have for breach of
representation or warranty shall be based solely on the representations and warranties made in this Article 4. All warranties of habitability, merchantability and fitness for any particular
purpose, and all other warranties arising under the Uniform Commercial Code (or similar foreign laws), are hereby waived by each Party.

ARTICLE 5
COVENANTS

5.1Access to Information.After the Closing, Pfizer shall afford SuperGen and its accountants, counsel and
other representatives, reasonable access during normal business hours as may be

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appropriate,
to the Books and Records and all other information concerning the Assets as SuperGen may reasonably request. No information or knowledge obtained in any investigation pursuant to this
Section 5.1 shall affect or be deemed to modify any representation or warranty contained herein.

5.2Further Assurances.Without further consideration, each Party shall, and shall cause its employees and
Affiliates to, execute and deliver such other instruments or documents as may be reasonably requested by the other Party (provided that the requesting Party shall reimburse the other Party for any
reasonable out-of-pocket expenses incurred in the course of such delivery) in order to more effectively consummate the transactions prepared and contemplated by this Agreement
and to confirm SuperGen's interest in and to the Assets.

5.3Additional Deliveries.Pfizer agrees to use commercially reasonable efforts to locate, and, if located, to
deliver or cause its Affiliates to deliver to SuperGen the Subsequent Acquired Know-How, if any, and the Subsequent Licensed Know-How, if any, as reasonably requested by
SuperGen, including, but not limited to the Drug Master Files, batch records relating to the fermentation process for the Product, marketing materials related to the Product, and biological materials
used in the manufacture of the Product; provided in each case, however, that (i) such know-how is reasonably available to Pfizer, and (ii) SuperGen shall reimburse Pfizer for
any reasonable out-of-pocket expenses incurred by Pfizer or its Affiliates in the course of delivery under this Section 5.3.

5.4Regulatory Authority Reporting.



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5.5Transition.To effect a smooth transition from Pfizer to the SuperGen with respect to the Product and Assets
pursuant to this Agreement, for a period of 180 days commencing on the Closing Date, Pfizer will (a) if not completed prior to the Closing, seek to complete the renewal process for the
Marketing Approvals for the Product which process was commenced by Pfizer prior to the Closing; (b) provide reasonable assistance to SuperGen, as requested by SuperGen, in connection with the
transfer of the Marketing Approvals for the Product to SuperGen; and (c) provide to SuperGen such information in the possession of Pfizer as may reasonably be required by SuperGen to ensure an
orderly transition of the Product and the Assets to SuperGen.

5.6Labeling.For up to 180 days after the Closing Date, SuperGen may continue to use Pfizer's (or its
Affiliate's) Labeling on the Product. After such time, the Product shall be manufactured with Labeling and packaging identifying SuperGen (or SuperGen's designee) as the owner of the Marketing
Approval. SuperGen shall amend the Labeling in each country as soon as practicable from the date SuperGen completes the registration ownership transfer process in such country, but in no event later
than 90 days thereafter. With respect to Product sold after the Closing Date, as between Pfizer and SuperGen, SuperGen shall be solely responsible for ensuring that the Labeling and other
printed materials, if any, comply with all applicable laws and regulations.

ARTICLE 6
SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND INDEMNIFICATION

6.1Survival of Representations and Warranties.All of the representations and warranties contained herein shall
survive the Closing Date and continue in full force and effect for a period of one (1) year thereafter.

6.2Indemnification of SuperGen.Pfizer agrees to indemnify, defend and hold harmless SuperGen and its officers,
directors and Affiliates (the "SuperGen Indemnified Parties") from and against all claims, losses, liabilities, damages, deficiencies, costs and
expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense (hereinafter collectively "Losses"), incurred or
suffered by the SuperGen Indemnified Parties directly or indirectly as a result of (i) any breach of a representation or warranty of Pfizer contained in this Agreement; (ii) any failure
by Pfizer to comply with any covenant contained in this Agreement; or (iii) any Retained Liabilities.

6.3Indemnification of Pfizer.SuperGen agrees to indemnify, defend and hold harmless Pfizer and its officers,
directors and Affiliates (the "Pfizer Indemnified Parties") from and against all Losses incurred or suffered by the Pfizer Indemnified Parties directly
or indirectly as a result of (i) any or breach of a representation or warranty of SuperGen contained in this Agreement; (ii) any failure by SuperGen to comply with any covenant contained
in this Agreement; (iii) any activities relating to the Distribution Agreement that occur after the Closing Date; or (iv) any other events or activities that occur after the Closing Date
with respect to the Product.

6.4Procedure.



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6.5Certain Limitations.Pfizer shall not have any indemnification obligation under Section 6.2 for
Losses unless the aggregate of all such Losses for which Pfizer would, but for this provision, be liable exceeds on a cumulative basis [*], but if such amount is exceeded,
Pfizer shall be required to pay only the amount of such Losses which in the aggregate exceed [*];provided however, that Pfizer
shall have no indemnification obligation under Section 6.2 for Losses (x) for any individual item where the Loss relating thereto is less than [*] and
(y) which in the aggregate are in excess of [*].

6.6Sole Remedy/Waiver.The Parties hereto acknowledge and agree that the remedies provided for in this
Agreement shall be the Parties' sole and exclusive remedy with respect to the subject matter of this Agreement, except for claims for injunctive relief resulting from a breach or threatened breach of
Article 8 hereof. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted by applicable law, any and all other rights, claims and causes of action (including
rights of contribution, if any) known or unknown, foreseen or unforeseen, which exist or may arise in the future, that it may have against Pfizer or any of its Affiliates, or SuperGen or any of its
Affiliates, as the case may be, arising under or based upon any federal, state or local law.

6.7No Consequential Damages.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY TO THIS
AGREEMENT SHALL BE LIABLE TO OR OTHERWISE RESPONSIBLE TO ANY OTHER PARTY HERETO OR ANY AFFILIATE OF ANY OTHER PARTY HERETO FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OR FOR DIMINUTION
IN VALUE OR LOST PROFITS THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR ANY LIABILITY RETAINED OR ASSUMED HEREUNDER.

ARTICLE 7
CLOSING CONDITIONS; WAIVER

7.1Closing Conditions.The respective obligations of each Party under this Agreement are subject to the
satisfaction on the Closing Date of the following conditions, provided that compliance

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with
any such conditions or parts thereof may be waived by the applicable Party in accordance with Section 7.2:



7.2Extension; Waiver.At any time, Pfizer and SuperGen may (i) extend the time for the performance of
any of the obligations of the other Party hereto, (ii) waive any inaccuracies in the representations and warranties made to such Party contained herein or in any document delivered pursuant
hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party hereto to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

ARTICLE 8
CONFIDENTIAL INFORMATION

8.1Confidential Information.Each Party agrees, and shall cause its Affiliates, employees and agents to agree,
to maintain in confidence all confidential or proprietary information disclosed to it by the other Party for the five (5) year period from the Closing Date, and shall not use, disclose or grant
the use of the confidential information provided by the other Party during such five (5) year period except (i) to the extent such use or disclosure is reasonably necessary in connection
with such Party's performance of its obligations and exercise of its rights and licenses under this Agreement, provided that any such authorized disclosure is made pursuant to a binding obligation of
confidentiality no less protective of such confidential information than this Section 8.1 or (ii) in prosecuting or defending litigation, complying with applicable governmental laws,
regulations or court order or otherwise submitting information to tax or other governmental authorities; provided that if a Party is required by law to make any such disclosure, other than pursuant to
a confidentiality agreement, it will give reasonable advance notice to the other Party of such disclosure and, save to the extent inappropriate in the case of patent applications or the like, will use
its reasonable efforts to secure confidential treatment of such information in consultation with the other Party prior to its disclosure (whether through protective orders or otherwise) and disclose
only the minimum necessary to comply with such requirements. Each Party shall use the same level of care to protect against unauthorized use and disclosure of the other Party's confidential
information that such Party uses in protecting its own confidential information, but in no event less than reasonable care. Each Party shall notify the other promptly upon discovery of any
unauthorized use or disclosure of the other Party's confidential information. For clarity the Assigned Technology shall be deemed the confidential information of SuperGen. This Article 8 shall
apply to confidential information disclosed pursuant to the Purchase Agreement and the Supply Agreement.

8.2Exclusions.The confidentiality obligations contained in Section 8.1 shall not apply to the extent
that the disclosed information: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving Party (the
"Recipient"); (ii) was known to the Recipient, without restriction, at the time of disclosure, as demonstrated by the Recipient's files in

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existence
at the time of disclosure; (iii) was independently developed by the Recipient without any use of the confidential information of the disclosing Party, as demonstrated by files created
at the time of such independent development; (iv) is obtained from a third party, without restriction, who had the legal right to disclose the same to the Recipient.

ARTICLE 9
GENERAL

9.1No Agency.Each Party shall in all matters relating to this Agreement act as an independent contractor.
Neither Party shall have authority, nor shall either Party represent that it has any authority, to assume or create any obligation, express or implied, on behalf of the other, or to represent the
other Party as agent or employee or in any other capacity. Neither execution nor performance of this Agreement shall be construed to have established any agency, joint venture, or partnership.

9.2Notices.Any notice or other communication required or permitted to be delivered to any Party under this
Agreement must be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by confirmed facsimile)
to the address or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party may have specified in a written notice
given to the other Party):

if to SuperGen:

SuperGen, Inc.
4140 Dublin Boulevard, Suite 200
Dublin, California 94568
Attn: [*]
Telephone: [*]
Facsimile: [*]with a copy to:

[*]
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Telephone: [*]
Facsimile: [*]if to Pfizer:

Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Attn: [*]
Telephone: [*]
Facsimile: [*]with a copy to:

Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Attn: [*]
Telephone: [*]
Facsimile: [*]


9.3Governing Law.This Agreement shall be governed in all respects by the laws of the United States of America
and the State of Delaware.

9.4Breaches and Remedies.Except as otherwise provided herein, any and all remedies herein expressly conferred
upon a Party will be deemed cumulative with and not exclusive of any other remedy

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conferred
hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

9.5Waiver.No failure on the part of a Party to exercise any power, right, privilege, or remedy under this
Agreement, and no delay on the part of any Party in exercising any power, right, privilege, or remedy under this Agreement, will operate as a waiver of such power, right, privilege, or remedy; and no
single or partial exercise of any such power, right, privilege, or remedy will preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. Except as otherwise
expressly provided herein, no Party shall be deemed to have waived any claim arising from this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such
claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver will not be applicable or have any
effect except in the specific instance in which it is given.

9.6Assignment.No Party to this Agreement may assign any of its rights or obligations under this Agreement
without the prior written consent of the other Party hereto, except that SuperGen may without such consent assign its rights and obligations hereunder to one or more of its Affiliates or to any
successor to all or substantially all of its pharmaceuticals business. No such assignment will relieve the assigning Party of any of its liabilities hereunder. For the avoidance of doubt, nothing in
this Section 9.6 shall prevent SuperGen from transferring the Assets or sublicensing any license rights granted hereunder or under the Purchase Agreement (to the extent SuperGen otherwise has
the right to do so), provided that Pfizer's obligations to SuperGen hereunder (including without limitation those
in Articles 5 and 6) shall not be assigned to the transferee, other than as permitted in the first sentence of this Section 9.6.

9.7Amendment.The Parties may amend this Agreement at any time by execution of an instrument in writing signed
on behalf of each of the Parties hereto.

9.8Severability.If, for any reason, a court of competent jurisdiction finds any provision of this Agreement,
or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of
this Agreement will continue in full force and effect. The Parties agree to negotiate in good faith an enforceable substitute provision for any unenforceable provision that most nearly achieves the
intent and economic effect of the unenforceable provision.

9.9Entire Agreement.This Agreement (including the Schedules attached hereto) along with the Purchase
Agreement, as amended hereby, sets forth the entire understanding of the Parties hereto relating to the subject matter hereof and except as expressly provided in Section 2.2(b) supersedes all
prior agreements and understandings between the Parties hereto relating to the subject matter hereof.

9.10Counterparts.This Agreement may be executed in counterparts, which, when taken together, shall constitute
one agreement.

9.11Public Disclosure.Notwithstanding anything herein to the contrary, each of the Parties to this Agreement
hereby agrees with the other Party hereto that, except as may be required to comply with the requirements of any applicable laws, and the rules and regulations of each stock exchange upon which the
securities of either of the Parties is listed, no press release or similar public announcement or communication shall be made or caused to be made concerning the execution or performance of this
Agreement unless the Parties shall have mutually agreed in advance with respect thereto.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have executed this Agreement as of the date first written above.

|PFIZER INC. |  | SUPERGEN, INC.
|----------- |  | --------------
|By:         |  |               
|            |  |               
|Name:       |  |               
|            |  |               
|Title:      |  |               
|            |  |               

[Remainder of page intentionally left blank]

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Schedule 1.3
Asset Selling Corporations

Warner-Lambert
Company LLC

Warner-Lambert
N.V

Pfizer
ApS

Goedecke
GmbH

Pfizer
Hellas AE

Warner-Lambert Ltd.

Pfizer
Italia S.r.l

Warner-Lambert
N.V

Pfizer
BV

Laboratorios,
Pfizer Lda.

Warner-Lambert Ltd.

Parke
Davis, S.L.

Pfizer
SAS

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Schedule 1.10
Knowledge of Pfizer

|Name |  | Title
|---- |  | -----
|[*]  |  | [*]  

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Schedule 1.13
Marketing Approvals

|Country |  | Type of
application |  | Marketing Status |  | Registration date |  | Required Renewal
Date
|------- |  | ------------------- |  | ---------------- |  | ----------------- |  | ---------------------
|[*]     |  | [*]                 |  | [*]              |  | [*]               |  | [*]                  

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Schedule 1.24
Trademarks

|Trademark |  | Country            |  | Status     |  | Appln No.   |  | Appln Dt. |  | Reg. No.  |  | Reg. Dt. |  | Action Due  |  | Action Due
Date
|--------- |  | ------------------ |  | ---------- |  | ----------- |  | --------- |  | --------- |  | -------- |  | ----------- |  | ---------------
|NEPENT    |  | Portugal           |  | Registered |  | 288000      |  | 15DE1992  |  | 288000    |  | 09SE1994 |  | RENEWAL     |  | 09SE2004       
|NEPENT    |  | Switzerland        |  | Registered |  | 721/1993/9  |  | 28JA1993  |  | 404937    |  | 28JA1993 |  | RENEWAL     |  | 28JA2013       
|NIPENT    |  | Argentina          |  | Registered |  | 1863817     |  | 27NO1992  |  | 1533131   |  | 29JL1994 |  | RENEWAL     |  | 29JL2004       
|NIPENT    |  | Australia          |  | Registered |  | 572044      |  | 06FE1992  |  | A572044   |  | 20AU1993 |  | RENEWAL     |  | 06FE2009       
|NIPENT    |  | Austria            |  | Registered |  | AM1225/92   |  | 13MR1992  |  | 142593    |  | 26JE1992 |  | RENEWAL     |  | 30JE2012       
|NIPENT    |  | Benelux            |  | Registered |  | 73199       |  | 07FE1992  |  | 510378    |  | 07FE1992 |  | RENEWAL     |  | 07FE2012       
|NIPENT    |  | Bosnia-Herzegovina |  | Registered |  | BAZ96724A   |  | 27MY1996  |  | BAZ96724  |  | 22MY2001 |  | RENEWAL     |  | 27MY2006       
|NIPENT    |  | Brazil             |  | Registered |  | 817009191   |  | 07DE1992  |  | 817009191 |  | 07JE1994 |  | RENEWAL     |  | 07JE2004       
|NIPENT    |  | Chile              |  | Registered |  | 200789      |  | 21SE1992  |  | 392835    |  | 23JE1993 |  | RENEWAL     |  | 28NO2012       
|NIPENT    |  | Costa Rica         |  | Registered |  | NONE        |  | 18JA1993  |  | 83154     |  | 12JL1993 |  | RENEWAL     |  | 12JL2013       
|NIPENT    |  | Czech Republic     |  | Registered |  | 71546-92    |  | 04SE1992  |  | 179291    |  | 31AU1994 |  | RENEWAL     |  | 04SE2012       
|NIPENT    |  | Ecuador            |  | Registered |  | 35894/92    |  | 10DE1992  |  | 73/94     |  | 01FE1994 |  | RENEWAL     |  | 01FE2004       
|NIPENT    |  | Estonia            |  | Registered |  | 9303725     |  | 14AP1993  |  | 16108     |  | 30JE1995 |  | RENEWAL     |  | 30JE2005       
|NIPENT    |  | France             |  | Registered |  | 292642      |  | 19JE1991  |  | 1672107   |  | 19JE1991 |  | RENEWAL     |  | 18JE2011       
|NIPENT    |  | Great Britain      |  | Registered |  | 1467255     |  | 12JE1991  |  | 1467255   |  | 23OC1992 |  | RENEWAL     |  | 12JE2008       
|NIPENT    |  | Georgia            |  | Registered |  | T1998013148 |  | 24FE1998  |  | 11269     |  | 11DE1998 |  | RENEWAL     |  | 11DE2008       
|NIPENT    |  | Germany            |  | Registered |  | W41873/5WZ  |  | 27JE1991  |  | 2044619   |  | 10SE1993 |  | RENEWAL     |  | 30JE2011       
|NIPENT    |  | Greece             |  | Registered |  | 107634      |  | 06FE1992  |  | 107634    |  | 17OC1994 |  | RENEWAL     |  | 06FE2012       
|NIPENT    |  | Guatemala          |  | Registered |  | 279-93      |  | 18JA1993  |  | 75495     |  | 31AU1995 |  | RENEWAL     |  | 30AU2005       
|NIPENT    |  | Honduras           |  | Registered |  | 10700/93    |  | 26OC1993  |  | 60117     |  | 18JL1994 |  | NON USE TAX |  | 28FE2004       
|NIPENT    |  | Hong Kong          |  | Registered |  | 1232/92     |  | 21FE1992  |  | 102/1994  |  | 10JA1994 |  | RENEWAL     |  | 21FE2013       
|NIPENT    |  | Ireland            |  | Registered |  | 92/0692     |  | 06FE1992  |  | 149923    |  | 09JE1994 |  | RENEWAL     |  | 05FE2009       
|NIPENT    |  | Italy              |  | Registered |  | 91C002241   |  | 19JE1991  |  | 612995    |  | 29DE1993 |  | RENEWAL     |  | 19JE2011       
|NIPENT    |  | Jamaica            |  | Registered |  | 5/4846      |  | 04DE1992  |  | 26733     |  | 04JL1996 |  | RENEWAL     |  | 04DE2013       
|NIPENT    |  | Japan              |  | Registered |  | 8159/1992   |  | 30JA1992  |  | 2685981   |  | 29JL1994 |  | RENEWAL     |  | 29JL2004       
|NIPENT    |  | South Korea        |  | Registered |  | 92-3034     |  | 08FE1992  |  | 260438    |  | 07AP1993 |  | RENEWAL     |  | 07AP2013       
|NIPENT    |  | Latvia             |  | Registered |  | M-93-2210   |  | 08MR1993  |  | M33895    |  | 20OC1996 |  | RENEWAL     |  | 08MR2013       
|NIPENT    |  | Lithuania          |  | Registered |  | 12925       |  | 05OC1993  |  | 23930     |  | 16DE1996 |  | RENEWAL     |  | 05OC2013       
|NIPENT    |  | New Zealand        |  | Registered |  | 216056      |  | 07FE1992  |  | 216056    |  | 09NO1994 |  | RENEWAL     |  | 07FE2013       
|NIPENT    |  | Nicaragua          |  | Registered |  | 93-00408    |  | 16FE1993  |  | 24469     |  | 26NO1993 |  | RENEWAL     |  | 25NO2013       
|NIPENT    |  | Norway             |  | Registered |  | 93/3664     |  | 03AU1993  |  | 167356    |  | 23MR1995 |  | RENEWAL     |  | 23MR2005       
|NIPENT    |  | Panama             |  | Registered |  | 68800       |  | 10DE1993  |  | 68800     |  | 27JE1995 |  | RENEWAL     |  | 27JE2005       
|NIPENT    |  | Paraguay           |  | Registered |  | 19195       |  | 26NO1992  |  | 163292    |  | 19AU1993 |  | RENEWAL     |  | 19AU2013       
|NIPENT    |  | Poland             |  | Registered |  | Z-113345    |  | 09SE1992  |  | 79101     |  | 28OC1994 |  | RENEWAL     |  | 09SE2012       
|NIPENT    |  | Portugal           |  | Registered |  | 288001      |  | 15DE1992  |  | 288001    |  | 09SE1994 |  | RENEWAL     |  | 09SE2004       
|NIPENT    |  | Romania            |  | Registered |  | 27768       |  | 16SE1992  |  | 19850     |  | 05JE1996 |  | RENEWAL     |  | 16SE2012       
|NIPENT    |  | South Africa       |  | Registered |  | 92/0938     |  | 06FE1992  |  | 92/0938   |  | 21MR1994 |  | RENEWAL     |  | 06FE2012       
|NIPENT    |  | El Salvador        |  | Registered |  | 4035/92     |  | 27NO1992  |  | 172       |  | 12DE1996 |  | RENEWAL     |  | 12DE2006       
|NIPENT    |  | Serbia-Montenegro  |  | Registered |  | Z-1127/92   |  | 16SE1992  |  | 40306     |  | 19SE1997 |  | RENEWAL     |  | 16SE2012       
|NIPENT    |  | Slovak Republic    |  | Registered |  | 71546-92    |  | 04SE1992  |  | 174929    |  | 14JE1995 |  | RENEWAL     |  | 04SE2012       
|NIPENT    |  | Spain              |  | Registered |  | 1645121     |  | 27JE1991  |  | 1645121   |  | 04MR1994 |  | RENEWAL     |  | 27JE2011       
|NIPENT    |  | Switzerland        |  | Registered |  | 722/1993.0  |  | 28JA1993  |  | 404938    |  | 28JA1993 |  | RENEWAL     |  | 28JA2013       
|NIPENT    |  | Taiwan             |  | Filed      |  | 91046026    |  | 01NO2002  |  |           |  |          |  |             |  |                
|NIPENT    |  | Ukraine            |  | Registered |  | 93084118    |  | 03AU1993  |  | 8846      |  | 31OC1997 |  | RENEWAL     |  | 03AU2013       
|NIPENT    |  | Uruguay            |  | Registered |  | 258929      |  | 30NO1992  |  | 258929    |  | 23SE1994 |  | RENEWAL     |  | 23SE2004       
|ONCOPENT  |  | Australia          |  | Registered |  | 572045      |  | 06FE1992  |  | A572045   |  | 20AU1993 |  | RENEWAL     |  | 06FE2009       
|ONCOPENT  |  | Austria            |  | Registered |  | AM1226/92   |  | 13MR1992  |  | 142594    |  | 26JE1992 |  | RENEWAL     |  | 30JE2012       
|ONCOPENT  |  | Benelux            |  | Registered |  | 73200       |  | 07FE1992  |  | 510379    |  | 07FE1992 |  | RENEWAL     |  | 07FE2012       
|ONCOPENT  |  | Brazil             |  | Registered |  | 817009205   |  | 07DE1992  |  | 817009205 |  | 07JE1994 |  | RENEWAL     |  | 07JE2004       
|ONCOPENT  |  | Costa Rica         |  | Registered |  | NONE        |  | 18JA1993  |  | 84699     |  | 10NO1993 |  | RENEWAL     |  | 10NO2013       
|ONCOPENT  |  | Denmark            |  | Registered |  | 1013/1992   |  | 11FE1992  |  | 6248/1992 |  | 10JL1992 |  | RENEWAL     |  | 10JL2012       
|ONCOPENT  |  | Ecuador            |  | Registered |  | 35895/92    |  | 10DE1992  |  | 74/94     |  | 01FE1994 |  | RENEWAL     |  | 01FE2004       
|ONCOPENT  |  | Finland            |  | Registered |  | 1951/92     |  | 21AP1992  |  | 125826    |  | 05MR1993 |  | RENEWAL     |  | 05MR2013       
|ONCOPENT  |  | France             |  | Registered |  | 290553      |  | 10JE1991  |  | 1670406   |  | 10JE1991 |  | RENEWAL     |  | 09JE2011       
|          |  |                    |  |            |  |             |  |           |  |           |  |          |  |             |  |                

1

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|ONCOPENT |  | Greece       |  | Registered |  | 107633      |  | 06FE1992 |  | 107633   |  | 17OC1994 |  | RENEWAL |  | 06FE2012
|-------- |  | ------------ |  | ---------- |  | ----------- |  | -------- |  | -------- |  | -------- |  | ------- |  | --------
|ONCOPENT |  | Guatemala    |  | Registered |  | 282-93      |  | 18JA1993 |  | 72589    |  | 30AU1994 |  | RENEWAL |  | 29AU2004
|ONCOPENT |  | Hong Kong    |  | Registered |  | 1234/92     |  | 21FE1992 |  | 103/1994 |  | 10JA1994 |  | RENEWAL |  | 21FE2013
|ONCOPENT |  | Ireland      |  | Registered |  | 92/0693     |  | 06FE1992 |  | 149924   |  | 09JE1994 |  | RENEWAL |  | 05FE2009
|ONCOPENT |  | Italy        |  | Registered |  | RM91C002149 |  | 13JL1991 |  | 612913   |  | 29DE1993 |  | RENEWAL |  | 13JL2011
|ONCOPENT |  | Jamaica      |  | Registered |  | 5/4847      |  | 04DE1992 |  | 25906    |  | 09JA1996 |  | RENEWAL |  | 04DE2013
|ONCOPENT |  | Japan        |  | Registered |  | 8160/1992   |  | 30JA1992 |  | 2665074  |  | 31MY1994 |  | RENEWAL |  | 31MY2004
|ONCOPENT |  | South Korea  |  | Registered |  | 92-3035     |  | 08FE1992 |  | 260439   |  | 07AP1993 |  | RENEWAL |  | 07AP2013
|ONCOPENT |  | New Zealand  |  | Registered |  | 216057      |  | 07FE1992 |  | 216057   |  | 14DE1994 |  | RENEWAL |  | 07FE2013
|ONCOPENT |  | Nicaragua    |  | Registered |  | 93-00409    |  | 16FE1993 |  | 24468    |  | 26NO1993 |  | RENEWAL |  | 25NO2013
|ONCOPENT |  | Norway       |  | Registered |  | 93/3665     |  | 03AU1993 |  | 167357   |  | 23MR1995 |  | RENEWAL |  | 23MR2005
|ONCOPENT |  | Paraguay     |  | Filed      |  | 19194       |  | 26NO1992 |  |          |  |          |  |         |  |         
|ONCOPENT |  | Portugal     |  | Registered |  | 288002      |  | 15DE1992 |  | 288002   |  | 09SE1994 |  | RENEWAL |  | 09SE2004
|ONCOPENT |  | South Africa |  | Registered |  | 92/0939     |  | 06FE1992 |  | 92/0939  |  | 21MR1994 |  | RENEWAL |  | 06FE2012
|ONCOPENT |  | El Salvador  |  | Registered |  | 4036/92     |  | 27NO1992 |  | 195      |  | 12MY1995 |  | RENEWAL |  | 12MY2005
|ONCOPENT |  | Sweden       |  | Registered |  | 92-1338     |  | 06FE1992 |  | 250724   |  | 13AU1993 |  | RENEWAL |  | 13AU2013
|ONCOPENT |  | Switzerland  |  | Registered |  | 723/1993/2  |  | 28JA1993 |  | 404939   |  | 28JA1993 |  | RENEWAL |  | 28JA2013
|ONCOPENT |  | Uruguay      |  | Registered |  | 258930      |  | 30NO1992 |  | 258930   |  | 07MY1993 |  | RENEWAL |  | 07MY2013
|ONCOPENT |  | Venezuela    |  | Registered |  | 6386/92     |  | 31MR1992 |  | 169840   |  | 07OC1994 |  | RENEWAL |  | 07OC2004

2

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Schedule 2.5(b)
Allocation of the Purchase Price

Among the Asset Selling Corporations

[*]

Among the Assets

[*]

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CONFIDENTIAL
TREATMENT REQUEST

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