##### 



CONFIDENTIAL
 AMENDED AND RESTATED
 COPROMOTION AGREEMENT
 between
 KING PHARMACEUTICALS, INC.
 and
 WYETH
 EFFECTIVE AS OF JANUARY 1, 2006
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.




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##### 



CONFIDENTIAL   AMENDED AND RESTATED
COPROMOTION AGREEMENT
 THIS AMENDED AND RESTATED COPROMOTION AGREEMENT Agreement Amendment Execution Date Amendment
Effective Date King Wyeth
 WHEREAS, â
 WHEREAS,
 WHEREAS, ®
 WHEREAS,
 WHEREAS, inter alia ®
 NOW, THEREFORE,
 1. DEFINITIONS
 Annex I
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 1




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##### 



CONFIDENTIAL
 2. GRANT OF RIGHTS TO WYETH
 2.1 Copromotion Rights.
    2.2 Trademark.
 Required Use and Compliance [***]
 Validity of Trademarks
 Use of Trademarks
 Notice of Infringement
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 2




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##### 



CONFIDENTIAL
 ® provided, however
 provided, however
  3. RESPONSIBILITIES OF WYETH
 3.1 Promotion by Wyeth.
 provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 3




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##### 



CONFIDENTIAL
    3.2 Wyeth Detail Reports.
 Wyeth
Detail Report
 3.3 Wyeth Sales Force.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 4




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##### 



CONFIDENTIAL
 provided, however
    3.4 Competitive Products.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 5




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##### 



CONFIDENTIAL
    4. RESPONSIBILITIES OF KING
 4.1 Promotion of Product(s) by King.
 provided, however
  provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 6




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##### 



CONFIDENTIAL
   provided, however
 4.2 Manufacture, Shipment, Etc. of the Product(s).
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 7




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##### 



CONFIDENTIAL
 [***]
 4.3 King Sales Force.
 provided,
however
 provided,
however
 4.4 King Detail and Sales Reports.
 King Detail Report
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 8




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##### 



CONFIDENTIAL
   4.5 Sanofi-Aventis Agreements.
   4.6 Arrow Agreements.
 [***]
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 9




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##### 



CONFIDENTIAL
 provided, however
 4.7 Pediatric Extension.
  5. TRAINING AND PROMOTIONAL MATERIAL
 5.1 Training.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 10




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##### 



CONFIDENTIAL
   5.2 Promotional Materials.
 Marketing Materials provided, however provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 11




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##### 



CONFIDENTIAL
    provided, however
 6. PRODUCT SAMPLES
 6.1 Supply, Storage and Distribution of Samples.
 provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 12




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##### 



CONFIDENTIAL
  6.2 Use of Samples.
 provided, however
 6.3 Cost of Samples.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 13




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##### 



CONFIDENTIAL
 7. CERTAIN REGULATORY MATTERS
 7.1 Licenses.
  7.2 Regulatory Responsibility.
  7.3 Efficacy and Safety Information.
 Section 12
 7.4 Pharmacovigilance.
  7.5 Product Technical Complaints and Recalls.
 provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 14




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##### 



CONFIDENTIAL
 provided, however SOP
   7.6 Returns.
  7.7 Notice of Government Inspections.
  7.8 Government Inquiries.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 15




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##### 



CONFIDENTIAL
 provided, however
 7.9 Medical Inquiries.
  8. MANAGEMENT COMMITTEE; TRANSITION
 8.1 Establishment of the AMC.
 Altace Management Committee AMC
 8.2 Purpose and Responsibilities of the AMC.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 16




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##### 



CONFIDENTIAL
           8.3 AMC Meetings.
  8.4 Vote and Approval.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 17




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##### 



CONFIDENTIAL
  8.5 Marketing Plan and Budget.
  8.6 Additional Studies, Line Extensions and New Product.
 provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 18




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##### 



CONFIDENTIAL
 8.7 Transition.
    8.8 Dispute Resolution.
   Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 19




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##### 



CONFIDENTIAL
  For Wyeth:
    
    President of Wyeth Pharmaceuticals  The
Americas and Global Businesses
   9. FEES AND EXPENSES
 9.1 Promotion Fee.
 Promotion Fee
     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 20




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##### 



CONFIDENTIAL
   9.2 Milestone Payment.
  9.3 Marketing Expenses.
     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 21




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##### 



CONFIDENTIAL
  provided, however
 9.4 Minimum Detail Requirement Shortfall.
 provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 22




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##### 



CONFIDENTIAL
  9.5 Other Miscellaneous Costs and Expenses.
  10. RECORDKEEPING AND AUDITS
 10.1 Maintenance of Books and Records.
  10.2 Payment Audits.
 Auditing Party Audited Party provided,
however provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 23




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##### 



CONFIDENTIAL
  10.3 Compliance Audits.
 i.e.,
 11. TERM AND EXPIRATION
 11.1 Term of Agreement.
 Term
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 24




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##### 



CONFIDENTIAL
 11.2 Survival.
  11.3 Payments Upon Expiration.
  12. CONFIDENTIALITY; OWNERSHIP
 12.1 Confidential Information.
     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 25




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##### 



CONFIDENTIAL
   provided, however
 provided, however
  Confidentiality Agreements
  12.2 Confidentiality of Agreement. provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 26




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##### 



CONFIDENTIAL
  13. INDEMNIFICATION AND INSURANCE
 13.1 Indemnification by Wyeth.
 provided, however
 13.2 Indemnification by King.
 provided, however
 13.3 Claims Procedures.
 indemnitee indemnitor provided, however
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 27




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##### 



CONFIDENTIAL
 provided
 13.4 Insurance.
  14. REPRESENTATIONS AND WARRANTIES
 14.1 By Wyeth.
     Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 28




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##### 



CONFIDENTIAL
  14.2 By King.
     Product Rights
    Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 29




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##### 



CONFIDENTIAL
      15. NOTICES
   
  
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 30




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##### 



CONFIDENTIAL
  
  
  16. SETTLEMENT AND RELEASE.
 16.1 Release by King.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 31




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##### 



CONFIDENTIAL
  16.2 Release by Wyeth.
  16.3 Dismissal of Pending Litigation.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 32




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##### 



CONFIDENTIAL
 17. MISCELLANEOUS PROVISIONS
 17.1 Assignment.
  17.2 Governing Law.
  17.3 Limitation of Liability.
  17.4 Non-Waiver.
  17.5 Entire Agreement.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 33




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##### 



CONFIDENTIAL
 17.6 Consent to Jurisdiction.
  17.7 Severability.
  17.8 Relationship of the Parties.
  17.9 Public Announcements.
 ® provided, however Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 34
      CONFIDENTIAL
  17.10 Counterparts.
  17.11 Force Majeure.
 force majeure force majeure
 17.12 Interpretation.
  17.13 Certain Expenses and Commissions.
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 35




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##### 



CONFIDENTIAL
 17.14 Headings.
   KING PHARMACEUTICALS, INC.
    
    WYETH, acting through its
Wyeth Pharmaceuticals DivisionBy:
    
    
    
    By:Name:
    
    
    
    Name:Title:
    
    
    
    Title:
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 36




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##### 



CONFIDENTIAL
 ANNEX I
 DEFINITIONS
 Act
 Affiliate(s) provided, however
 Agreement
 Calendar Quarter st
 Altace Management Committee AMC Section
8.1
 Arrow Agreements
 Audited Party Section 10.2(a)
 Auditing Party Section 10.2(a)
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.




---



##### 



CONFIDENTIAL
 Budget(s)
 Change of Control
 Commercially Reasonable Efforts
 Competitive Product provided, however
 Confidentiality Agreements Section 12.1(b)
 Copromotion Period
 Detail(s) Detailing
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 ANNEX I - 2




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##### 



CONFIDENTIAL
 Direct Cost
 Effective Date
 FDA
 GAAP
 Generic Distribution Agreement
 Good Manufacturing Practices
 Guidelines Section 2.2(c)
 indemnitee Section 13.3
 indemnitor Section 13.3
 Initial Minimum Marketing Expenses Section
9.3(a)
 Initiation Date
 King
 King Detail Report Section 4.4(a)
 Marketing Expenses
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 ANNEX I - 3




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##### 



CONFIDENTIAL
  Marketing Materials Section 5.2(a)
 Marketing Plan Section 8.5
 Model Claims
 NDA
 Net Sales
 Non-Serious Adverse Event
 PDMA
 Person
 Physicians i.e.
 Product(s)
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 ANNEX I - 4




---



##### 



CONFIDENTIAL
 Product Rights Section 14.2
 Product Technical Complaints PTC
 Promotion Fee Section 9.1(a)
 Sanofi-Aventis Agreements ®
 Seller provided, however
 Serious Adverse Event
 SOP Section 7.5
 Term Section 11.1
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 ANNEX I - 5




---



##### 



CONFIDENTIAL
 Territory
 Trademark â
 Wyeth
 Wyeth Detail Report Section 3.2(a)
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 ANNEX I - 6




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##### 



CONFIDENTIAL
 EXHIBIT 2.2
 TRADEMARKS
    
  
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 1




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##### 



CONFIDENTIAL
 EXHIBIT 8.5
 2006 MARKETING PLAN AND
BUDGET OF NET SALES AND MARKETING EXPENSES
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 2




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##### 



CONFIDENTIAL
 EXHIBIT 8.7
 ALTACE ® MARKETING RESPONSIBILITY
TRANSITION PLAN
 ®
 1. Joint Transition Team (the JTT)
 a.
    
    The JTT shall consist of the following representatives:
 i.
    
    King: [***]
           [***]ii.
    
    Wyeth: [***]
              [***]
 b.
    
    Either party may substitute one or more of its employees as
representatives on the JTT by providing written notice of such substitution to the
other party.c.
    
    During the Transition Period, the JTT shall meet, in person or by
teleconference or videoconference, [***]. In the event that [***].d.
    
    Each party shall [***].
 2.
    
    Transition Period
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 3




---



##### 



CONFIDENTIAL
 During the [***] beginning on the day after the Amendment Execution Date, [***] (the
Transition Period) Wyeth and King each shall use its Commercially Reasonable Efforts
to perform or cause to be performed the activities set forth in this Transition Plan.
Notwithstanding the foregoing, [***] prior to the end of the Transition Period, [***]
the end of the Transition Period to the [***].
 3.
    
    Communications.
 a.
    
    After the signing of the Amended Agreement (at such times as
identified in Section 3.b below), Wyeth and King each shall announce to its
employees and the public, that they have entered into the Amended Agreement and
that responsibility for the marketing and promotion of Altace® will be
transitioned to King.b.
    
    The content and timing of such announcements will be [***] Wyeth
[***] King [***] Wyeth and King [***] prior to implementation thereof. Wyeth and
King shall work together to finalize the Communications Plan [***]. The
Communication Plan minimally will provide for the following:
 i.
    
    [***];ii.
    
    [***]; andiii.
    
    [***].
 4. Third Party Contracts
 a.
    
    Wyeth and King each acknowledge that (i) Wyeth [***]
Altace® [***] Altace® [***] Altace®
[***]Altace® [***] Altace® [***]Altace® [***] Altace® [***].b.
    
    Within [***] after the commencement of the Transition Period, Wyeth
will provide to King [***] Altace®[***]. To the extent [***] shall
identify or include (i) [***], (ii) [***], (iii) a [***] Altace® [***],
and (iv) [***] Altace® [***] Wyeth to King. Wyeth shall provide to
Kings legal department [***]Altace® [***] Wyeths [***] Kings [***]
Altace® [***]Wyeth, pursuant to the provisions [***] Altace®
[***] King,[***] Altace® [***] Altace® [***] King, Wyeth and
King shall cooperate [***] Wyeth) [***], Wyeth [***] Altace®[***] King.c.
    
    Except as provided in Section 4.d below, the parties shall continue
to receive services and/or conduct activities [***] Altace® [***]
Altace® [***] King [***] Wyeth [***] Altace® [***] King for
Kings [***] payments pursuant to Section 9.3 of the Amended Agreement.
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 4




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##### 



CONFIDENTIAL
 d.
    
    Within [***] after Kings [***] under Section 4.b above, King shall
provide Wyeth [***]Altace® [***] King [***] Wyeth [***] King. [***]
Altace® [***] King, [***]Wyeth, Wyeth and King shall execute and
deliver [***] Altace® [***] King shall be responsible for [***]
Altace® [***] Wyeth, pursuant to Section 9.3 of the Amended Agreement,
[***] Wyeths [***] Altace® [***] Wyeth [***] King [***]
Altace® [***], whether or not such costs are incurred before or after
the end of the Copromotion Period.e.
    
    [***] Altace [***] King [***], Wyeth shall take such actions as,
Wyeth [***] Altace®. Within [***] after the end of the Copromotion
Period, Wyeth shall [***] King [***] Altace®[***] under such Altace
[***] Altace® [***].
 5. Vendors
 a.
    
    Within [***] after the Amendment Execution Date, Wyeth shall provide
to King [***] Wyeth [***] Altace® [***] Altace® [***] Altace
[***] provided.b.
    
    Within [***] after Kings receipt [***] under Section 5.a above, King
[***] Wyeth [***] King [***] Altace® [***] Wyeth.c.
    
    Within [***] after Wyeths receipt of the notice to be provided by
King under Section 5.b above, Wyeth [***] King [***] Altace® [***]
remain in [***]. Upon Kings request [***], Wyeth shall use its Commercially
Reasonable Efforts to [***] King [***] King [***] Altace®[***] Wyeth to
King. Notwithstanding the foregoing, King [***] Kings [***]Wyeth [***] Wyeth
[***] King. [***] Wyeth[***], Wyeth, [***] King.
 6. Advertising Agency.
 a.
    
    Within [***] after the Amendment Execution Date, Wyeth will provide
to King [***]Wyeth and King [***].b.
    
    Within [***] after the Amendment Execution Date, Wyeth will provide
to King [***]Altace®, it being understood by King [***] Wyeth [***] King pursuant
to Section 9.3 of the Amended Agreement.c.
    
    Wyeth and King agree that, after the Amendment Execution Date and for
the remainder of the Copromotion Period, [***]Altace® [***].
 7. Promotional and Training Materials
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 5




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##### 



CONFIDENTIAL
 a.
    
    Within [***] after the Amendment Effective Date, Wyeth will provide
King with [***] Altace®[***] Altace® [***].b.
    
    In the event that Wyeth [***]Wyeth [***] at the end of the
Copromotion Period (e.g.,[***]), Wyeth will instruct [***] Wyeths [***].c.
    
    As soon as practicable, but no later than [***] after the end of the
Copromotion Period, Wyeth will provide King with [***] Altace [***]
Wyeths [***].d.
    
    Within [***] after Kings receipt [***] King shall advise Wyeth, in
writing, [***] Wyeth [***] King[***] Wyeth.e.
    
    Within [***] after Wyeths receipt of such notice, Wyeth will deliver
to King those [***] Altace® [***] Wyeth [***]. If Wyeth has not received the
[***]King [***], Wyeth [***] Wyeth[***] King.
  8. Conventions
 a.
    
    To the extent not included on the list of vendors provided by Wyeth
under Section 5 above, Wyeth will provide to King [***] after the Amendment
Execution Date.b.
    
    Prior to the end of the Transition Period, the Wyeth conventions
group will meet with the King Conventions group to agree upon [***] Wyeth to King
[***] subject to the approval of the JTT and will be designed to (i) [***] King
[***], (ii) [***] King [***] Wyeth [***] and (iii) [***] Kings [***]
Altace® [***] King.c.
    
    King will be [***] Altace®[***]. The cost of any such [***] Altace
[***].
 9. Professional (Medical) Journal Advertising
 a.
    
    Wyeth will provide to King the [***] 2005 and 2006 within [***] after
the Amendment Execution Date.
 10. Company Directed Medical Education (Visiting Speakers Bureau, etc...)
 a.
    
    King acknowledges that Wyeth has provided to King copies of [***]b.
    
    Effective as of the Amendment Execution Date, King will assume
responsibility for [***] with [***].c.
    
    King and Wyeth have already established [***]. After the Amendment
Execution Date King [***] Wyeth, [***]. King [***] Wyeths [***].
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 6




---



##### 



CONFIDENTIAL
 d.
    
    [***] Wyeth [***] King [***] after the Amendment Execution Date.
[***] and any other new [***] King after the Amendment Execution Date [***] the
Copromotion Period [***] King [***] Wyeth [***] Wyeth and King [***] after they
have been submitted [***] King, [***]. In the event that either the King [***]
Wyeth [***], the JTT will work together to, [***] King and Wyeth [***]. In the
event that the JTT [***] the dispute resolution procedures set forth in Section
8.8 of the Amended Agreement, notwithstanding any different time period provided
for in Section 8.8 of the Amended Agreement. [***] King and Wyeth [***].e.
    
    Copies of all [***] that remain in Wyeths [***] King [***] Wyeth
[***].f.
    
    The [***] Altace [***] will be provided to King [***] after the
Amendment Execution Date.
 11. Product Samples
 a.
    
    Within [***] after the end of the Copromotion Period, Wyeth will
provide King [***] Wyeths [***] Wyeths [***].b.
    
    Within [***] after Kings receipt [***] under Section 11.a above,
King [***] Wyeth, [***] Wyeth should (i) [***] or (ii) [***]. Wyeth shall [***]
as soon as practicable after receiving such [***] King. If Wyeth has not [***]
King under this Section 11.b on or [***] in this Section 11.b11.a, Wyeth [***]
King [***].c.
    
    As soon as practicable after Wyeth receives [***] King under Section
11.b above, Wyeth [***] Wyeths [***] King or Kings [***] Wyeth [***] King or
Kings [***]. King shall promptly [***] Wyeth [***].
 12. Market Research and Business Analyses
 a.
    
    Within [***] after the Amendment Execution Date, Wyeth will provide
[***] Wyeths [***] 2005, and 2006.b.
    
    Within [***] after King receives [***] provided under Section 12.a
above, King shall advise Wyeth, in writing, as to [***] King[***]. Upon receipt
of such request, Wyeths l[***] King [***] Wyeth [***]. Upon completion of such
analysis, Wyeth [***] King [***] Wyeths [***] King [***] Wyeth [***] Wyeth) [***]
where it is necessary to [***] King [***] King. Wyeth [***]Wyeth [***]
Altace® [***]c.
    
    Within [***] after the Amendment Execution Date, Wyeth will provide
to King [***] by Wyeth and relate to [***] by Wyeth and King[***]
Altace® [***].
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 7




---



##### 



CONFIDENTIAL
 d.
    
    Within [***] after King receives [***] provided under Section 12.c
above, King shall advise Wyeth, in writing, as to [***] King [***] Wyeths [***]
King [***]Wyeth [***]. Upon completion of such [***] Wyeth [***]King [***]
Wyeths [***] King [***]Wyeth [***] Wyeth [***] King [***] Wyeth [***]
Altace® [***]Wyeth [***].e.
    
    A [***] will be conducted with [***]. The Wyeth and King [***] if
not available. A copy of the [***] King [***], provided, however, that Wyeth
[***] King[***] Wyeth [***].f.
    
    [***]Wyeth [***].
 13. E-Tactics
 a.
    
    Wyeth will identify all [***] Wyeth [***]Altace® [***]
King [***]. Wyeth will use its [***] King.b.
    
    After the end of the Copromotion Period, Wyeth shall include [***]
Wyeths [***] Altace® or King [***] Wyeth [***] Altace® [***] Altace®
or King [***].
 14. Key Opinion Leaders and Advisory Boards
 a.
    
    Wyeth marketing will transfer all relevant contact information,
which, to the extent available, [***] Altace [***] along with and details as to
what [***] the Amendment Execution Date.
 15. Unrestricted Educational Grants (CME, etc...)
 a.
    
    To the extent permitted under applicable laws and regulations and not
prohibited under any agreement between Wyeth and any third party, the Wyeth [***]
King [***] Wyeths [***] Altace® [***] Wyeth [***].b.
    
    Within [***] after the Amendment Execution Date, Wyeth and King will
exchange [***] Wyeths [***] Altace® [***].c.
    
    As per agreed AMC 2006 Plan, King [***] King [***]. King will
provide [***] Wyeth [***].
 16. Managed Care Tactics/Medicare
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 8




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CONFIDENTIAL
 a.
    
    Wyeth [***]. Within [***] after the Amendment Execution Date, [***]
(Wyeth) will contact [***] (King) to discuss and plan [***] King to [***] that
King does not [***] Wyeth [***].b.
    
    Within [***] of the Amendment Execution Date Wyeth [***] with King
[***].
 17. Hospital Market Tactics
 a.
    
    All [***] information [***], including [***], will be supplied to
King within [***] after the Amendment Execution Date.
 18. Consumer Tactics
 a.
    
    [***]  Wyeth is [***]. The results [***] to Wyeth in the [***].b.
    
    [***]  Within [***] after the Agreement Execution Date, Wyeth will
[***] (i) [***] and (ii) if King so [***] Wyeth [***] King [***].c.
    
    Wyeth will [***] Altace [***] King [***] Wyeth [***]. Wyeth shall
[***] King [***].
 19. Disclaimer.
 King acknowledges and agrees [***] King [***] King by Wyeth [***] Wyeth [***]. King
agrees [***] Kings [***].
 20. Publications
 a.
    
    Within [***] of the Amendment Execution Date Wyeth will provide King
[***] Wyeths [***].b.
    
    Wyeth [***] Wyeth [***] King [***] King [***], King [***] the
Amendment Execution Date.c.
    
    King agrees that [***], King shall [***].d.
    
    King will [***]. Should Wyeths [***] Wyeth shall [***] King [***]
Kings [***] King [***], Wyeth [***].
 21. Transition Completion Checklist
 King shall [***] King [***] Wyeth [***].
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 9




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CONFIDENTIAL
 
 22. Other
 Wyeth will have [***] to King [***] King, [***], Wyeth [***]. If Wyeth does [***],
King shall [***] Wyeth [***].
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 10




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##### 



CONFIDENTIAL
 ATTACHMENT A
TRANSITION PLAN COMPLETION CHECKLIST
  Transition
    
    
    
    
    
    Acknowledgement ofPlan
    
    
    
    Date
    
    CompletionReference
    
    Activity
    
    Completed
    
    Wyeth
    
    King3.a
    
    [***]3.a
    
    [***]3.b
    
    [***]3.b.iii
    
    [***]4.b
    
    [***] Wyeth to King4.b
    
    [***]
Altace®
[***] King [***] King
(to extent required
under Section 4.b)4.d
    
    [***] King to Wyeth of
Altace® [***]4.d
    
    [***] Wyeth and/or
King as [***]5.a
    
    [***] to King5.b
    
    King [***] to Wyeth5.c
    
    [***] by Wyeth to [***]6.a
    
    [***] to King6.b
    
    [***] to King7.a
    
    [***] to King7.c
    
    [***] to King7.d
    
    Kings [***] to Wyeth
[***]7.e
    
    [***] Wyeth to King7.e
    
    [***] Wyeth8.a
    
    [***] to King8.b
    
    [***] Wyeth [***] and
King [***]8.b
    
    [***]9.a
    
    [***]to King10.e
    
    [***] King (to extent
required under Section
10.e)10.f
    
    [***] Altace [***]11.a
    
    [***] King
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
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##### 



CONFIDENTIAL
 Transition
    
    
    
    
    
    Acknowledgement ofPlan
    
    
    
    Date
    
    CompletionReference
    
    Activity
    
    Completed
    
    Wyeth
    
    King11.b
    
    King [***] to Wyeth
[***]11.c
    
    [***] to King11.c
    
    [***] Wyeth12.a
    
    [***] to King12.b
    
    King [***] to Wyeth12.b
    
    [***] to King (to the
extent required under
Section 12.b)12.c
    
    [***] to King12.d
    
    King [***] to Wyeth12.d
    
    [***] to King (to the
extent required under
Section 12.d)12.e
    
    [***] to King12.e
    
    King and Wyeth [***]13.a
    
    Wyeth [***]13.b
    
    [***] by Wyeth14.a
    
    [***] to King15.a
    
    [***] to King (to
extend required under
Section 15.a)15.b
    
    Wyeth [***] King [***]15.b
    
    King [***] Wyeth [***]15.c
    
    King [***] to Wyeth15.c
    
    King [***] to Wyeth16.a
    
    Wyeth and King [***]
King [***]16.b
    
    [***]17
    
    [***] to King18.a
    
    King [***] to Wyeth18.b
    
    [***]18.b
    
    If King [***]18.c
    
    [***] King [***] (to
extend required under
Section 18.c)20.a
    
    [***] to King20.b
    
    Wyeth [***] for King20.c
    
    King [***]
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 2




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##### 



CONFIDENTIAL
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 3




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##### 



CONFIDENTIAL
 EXHIBIT 14.2(d)  THIRD PARTY RIGHTS
 1.
    
    Kings Credit Facility2.
    
    Sanofi-Aventis Agreements3.
    
    Arrow Agreements
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 1




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##### 



CONFIDENTIAL
 
 EXHIBIT 14.2(f)
 1.
    
    Kings Credit Facility2.
    
    DREAM Trial Agreement
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 1




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##### 



CONFIDENTIAL
 
 EXHIBIT 14.2(i)
PENDING AND THREATENED CLAIMS
  Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 1




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##### 



CONFIDENTIAL
 EXHIBIT 16.3  STIPULATION OF DISMISSAL
 UNITED STATES DISTRICT COURT
 EASTERN DISTRICT OF NEW YORK
 WYETH,
    
    
    
    Plaintiff,- against -
    
    
    
    
    Case No. CV04-4068 (SLT) (RML)KING PHARMACEUTICALS, INC.,Defendant.
 STIPULATION OF DISMISSAL
  
 By:
    
    
    
    By:Bruce S. Kaplan (BK-6340)
Philippe Adler (PA-5626)
Emily A. Stubbs (ES-5458)
FRIEDMAN KAPLAN SEILER
     & ADELMAN llp1633Broadway
New York, New York 10019-6708 
212-833-1100 Attorneys for Plaintiff
    
    
    
    Charles A. Gilman (CG-3924)
Kevin J. Burke (KB-4560)
Jason A. Otto (JO-6943)
CAHILL GORDON & REINDEL llp
80 Pine Street
New York, New York 10005
212-701-3000Attorneys for Defendant
 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Companys application requesting confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
 2