NOW, THEREFORE, in consideration of the foregoing premises and of the mutual undertakingsherein contained, the Parties agree as follows:ARTICLE 1. DEFINITIONSUnless defined herein, all capitalized terms will have the meanings stated in the LicenseAgreements. References herein to SELLER and PURCHASER shall also be deemed as references toLicensor and Licensee, respectively, for purposes of the License Agreements.1.1 “Acceptable Product” shall mean DHA Martek Product or ARA Martek Product delivered underthis Agreement that satisfies the warranty set forth in Section 5.1 at the time of delivery toPURCHASER pursuant to Section 2.4.1.2 “Agreement” shall have the meaning set forth in the Preamble.1.3 *1.4 “Applicable Law” shall mean all applicable laws, regulations and other requirements whichmay be in effect from time to time, of all national governmental authorities, and of all states,municipalities and other political subdivisions and agencies thereof, including, without limitingthe generality of the foregoing, the Federal Food, Drug, and Cosmetic Act, the regulations andother requirements of the United States Food and Drug Administration, similar state laws andregulations or similar laws and other requirements in the Territory, including any and allamendments, as may be applicable in any jurisdiction in the Territory in which relevant MartekProducts, Growing Up Milk Products or Wyeth Products, as applicable, are Manufactured, distributedor sold.1.5 “ARA” shall mean arachidonic acid.1.6 “ARA Martek Product” shall mean Martek Product that is ARA.1.7 *1.8 “Claim” shall have the meaning set forth in Section 9.3.1.9 *1.10 *1.11 “DHA” shall mean docosahexaenoic acid.1.12 “DHA Martek Product” shall mean Martek Product that is DHA.1.13 “Effective Date” shall have the meaning set forth in the Preamble.1.14 “Execution Date” shall have the meaning set forth in the Preamble.1.15 “Growing Up Milk Product” shall mean a nutritionally enhanced milk and/or soy-milk basedproduct marketed to and intended for use by children from twelve (12) through thirty-six (36)months of age, and by older children in markets where such products are or will be marketed byPURCHASER and/or its Affiliates to be consumed by such older children.1.16 “Indemnitee” shall have the meaning set forth in Section 9.3.1.17 “Indemnitor” shall have the meaning set forth in Section 9.3.1.18 “International Agreement” shall have the meaning set forth in the Preamble.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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1.19 “Initial Forecast” shall have the meaning set forth in Section 2.2.1.1.20 “License Agreements” shall have the meaning set forth in the Preamble.1.21 “Manufacture” and “Manufacturing” shall mean the manufacturing, production, processing,formulating, packaging, labeling, holding and/or quality control testing of a product, material orcompound.1.22 “Martek Product Specifications” shall mean the specifications for ARA Martek Product andDHA Martek Product, as set forth in Exhibit C attached hereto, as such Exhibit may be modified bywritten agreement of the Parties.1.23 *1.24 “Party” and “Parties” shall have the meaning set forth in the Preamble.1.25 *1.26 “Person” shall mean any individual, firm, corporation, partnership, limited liabilitycompany, trust, business trust, joint venture company, governmental authority, association or otherentity.1.27 “Purchase Order” shall have the meaning set forth in Section 2.2.2.1.28 “Purchase Price” shall have the meaning set forth in Section 2.3.1.1.29 “PURCHASER” shall have the meaning set forth in the Preamble.1.30 *.1.31 “Regulatory Authority” shall mean any national, supra-national, regional, state, or localregulatory agency, department, bureau, commission, council, or other governmental entity regulatingor otherwise exercising authority in the Territory with respect to the DHA Martek Product, ARAMartek Product, the Wyeth Products and/or the Growing Up Milk Products.1.32 *1.33 *1.34 *1.35 “Rolling Forecast” shall have the meaning set forth in Section 2.2.1.1.36 “SELLER” shall have the meaning set forth in the Preamble.1.37“Shortfall Notice” shall have the meaning set forth inSection 2.2.6.1.38 *   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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1.39 *1.40 “Term” shall have the meaning set forth in Section 6.1.1.41 “Territory” shall, subject to Section 6.2.2, mean the world.1.42 “Testing Laboratory” shall have the meaning set forth in Section 4.2.1.1.43 “U.S. Agreement” shall have the meaning set forth in the Preamble.1.44 “Wyeth” shall have the meaning set forth in the Preamble.1.45 “Wyeth Product” shall mean AHPC Formulaid Product (as defined in the License Agreements),but shall specifically exclude *.ARTICLE 2. PURCHASE AND SUPPLY OF COMPOUNDS2.1 Purchase of DHA and ARA. During the Term of this Agreement, and subject to itsterms, (a) SELLER shall Manufacture and supply to PURCHASER all quantities of DHA and ARA orderedby PURCHASER in accordance with the terms hereof and (b) PURCHASER shall purchase from SELLERPURCHASER’s and its Affiliates’ total requirements of DHA and ARA for use in the Manufacture,distribution and sale of Infant Formula Products throughout theTerritory; provided that (i) *,and(ii) such total requirements shall not include PURCHASER’s or its Affiliates’ requirements of DHAand/or ARA for research or evaluation purposes (and not for sale). For the avoidance of doubt, (a)while PURCHASER may purchase DHA Martek Product and ARA Martek Product under this Agreement for usein the Manufacture, distribution and/or sale of its Growing Up Milk Products, nothing in thisAgreement shall operate or be construed to limit PURCHASER’s or its Affiliates’ right to purchasefrom a Third Party any quantity of DHA or ARA for the purposes of the Manufacture, distributionand/or sale of its Growing Up Milk Products and (b) *. All quantities of Martek Product suppliedby SELLER under this Agreement shall be used, either by PURCHASER, its Affiliates, or bycontractors of PURCHASER or its Affiliates on PURCHASER’s or such Affiliate’s behalf, solely forpurposes of Manufacture, distribution and/or sale of Wyeth Products or Growing Up Milk Products, orfor research purposes related to Infant Formula Products or Growing Up Milk Products.2.2 Forecasts and Orders.2.2.1 As of the Execution Date of this Agreement, a provisional non-binding forecast of themonthly quantity of DHA Martek Product and ARA Martek Product which PURCHASER will order on behalfof itself and its Affiliates for delivery hereunder for the period from the Execution Date untilMarch 31, 2009 shall be established using the average monthly quantities of DHA Martek Product andARA Martek Product ordered by PURCHASER in the six (6) calendar months prior to the Execution Date(the “Initial Forecast). Thereafter, not later than December 1 and June 1 of each calendaryear during the Term of this Agreement, PURCHASER shall submit to SELLER a non-binding forecast ofthe quantity and expected delivery dates of DHA Martek Product and ARA Martek Product thatPURCHASER estimates in good faith that it will order on behalf of itself and its Affiliates fordelivery under this Agreement during the four (4) quarterscommencing on the immediately succeeding January 1 and July 1, respectively (each suchforecast, a “Rolling Forecast”). The Initial Forecast and the Rolling Forecasts will begood-faith, best estimates of requirements and shall not be considered a firm commitment.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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2.2.2 Except for Purchase Orders submitted by PURCHASER but not fulfilled as of the ExecutionDate, purchase orders (each a “Purchase Order”) for each order of DHA Martek Product andARA Martek Product shall be placed by PURCHASER to SELLER at least sixty (60) days but no more thanone hundred twenty (120) days prior to the required date of delivery of such Martek Product toPURCHASER. Each Purchase Order shall specify the shipping destination (which shall be in theTerritory), and required delivery date, for the Martek Product ordered therein. SELLER shallaccept each Purchase Order from PURCHASER placed in accordance with this Section 2.2.2 for up to *of the relevant volumes specified for the applicable month in the Initial Forecast or, if a RollingForecast has been provided, the most recent Rolling Forecast provided by PURCHASER as of the timeof the placement of such Purchase Order. SELLER shall acknowledge all Purchase Orders submitted inaccordance with Section 2.2.2 within ten (10) business days of SELLER’s receipt of such PurchaseOrders. Purchase Orders submitted by PURCHASER in accordance with this Agreement which have beenacknowledged in writing by SELLER shall be considered as firm and binding orders (subject to theterms of this Agreement) and shall only be canceled or amended by mutual written agreement of theParties. For the avoidance of doubt, SELLER shall not reject any Purchase Order submitted byPURCHASER in accordance with Section 2.2.2.2.2.3 SELLER shall fulfill by the required delivery date set forth therein each Purchase Orderacknowledged pursuant to Section 2.2.2; provided that SELLER shall have no liability for any breachof this Section 2.2.3 unless and until SELLER fails to deliver in accordance with Section 2.4 *asrelevant, ordered by PURCHASER for delivery *for a particular shipping destination (which aggregateamount for such location for * by * In the event that SELLER fails to fulfill any Purchase Orderacknowledged pursuant to Section 2.2.2 by the required delivery date, PURCHASER shall providenotice thereof to SELLER and shall use reasonable efforts to do so within *; provided, however,that any failure by PURCHASER to provide such notice within such time period shall not be a breachof this Agreement or operate or be deemed to limit any remedies available to PURCHASER hereunder.2.2.4 Purchase Orders for amounts in addition to * of the relevant volumes specified for theapplicable calendar month in the Initial Forecast or the most recent Rolling Forecast, asapplicable, shall be accepted and fulfilled by SELLER as is commercially reasonable.2.2.5 In the event of any conflict between the provisions of this Agreement and any PurchaseOrder, acknowledgement or invoice, or any additional terms included in any Purchase Order,acknowledgement or invoice, the provisions of this Agreement shall control. All preprinted termsand conditions contained on any Purchase Order, acknowledgement or invoice, or similar document,shall be disregarded.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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2.2.6 In the event that SELLER, at any time during the Term, shall have reason to believe thatit will be unable to supply PURCHASER with its requirements of Martek Products, SELLER shall usereasonable efforts to communicate with PURCHASER in a timely manner so as to helpPURCHASER ensure there is no interruption in supply to PURCHASER, and the Parties shallthereafter discuss how such shortfall will be resolved. SELLER shall * provide a written notice toPURCHASER (a “Shortfall Notice”) if (a) SELLER will be unable to supply PURCHASER with theamount ordered by PURCHASER in a Purchase Order by the required delivery date set forth therein(whether by reason of a force majeure event or otherwise), or (b) SELLER concludes that it will beunable to supply PURCHASER *set forth in the Initial Forecast or a Rolling Forecast, as relevant,for any period for which Purchase Orders may still be placed (i.e., more than sixty (60) daysahead) (whether by reason of a force majeure event or otherwise). Any such Shortfall Notice shallexpressly identify itself as a Shortfall Notice and shall include*. Any notices pursuant to thisSection 2.2.6 shall be for information purposes only and shall not, by themselves, be used to claima breach of this Agreement.2.3 Payment Terms.2.3.1 Price. During the Term of this Agreement, PURCHASER shall pay for the MartekProducts delivered by SELLER in accordance with the terms of this Agreement at the pricesdetermined in accordance with the terms set forth in Exhibit A attached hereto (the“Purchase Price”) and in accordance with this Section 2.3.2.3.2 Invoice Amount. The amount initially invoiced for Martek Products purchasedhereunder during a given calendar year shall be set (a) for * based on forecasted sales volumes for*, and (b) for each calendar year thereafter based on the Rolling Forecast for such calendar yearsubmitted to SELLER by PURCHASER on or prior to the December 1 immediately preceding such calendaryear as provided in Section 2.3.1.2.3.3 Adjustments. If the forecasted sales volume of Martek Products used todetermine the invoice price as provided in Section 2.3.2 is greater than the quantity of MartekProducts actually purchased during the relevant calendar year, and, as a result, the Purchase Pricepayable by PURCHASER to SELLER for Martek Products as specified in Exhibit A is higher thanthe invoiced amounts actually paid pursuant to Section 2.3.2, then SELLER shall invoice PURCHASERwithin thirty (30) days after the end of such calendar year for an amount equal to the difference,if any, between the total Purchase Price payable as specified in Exhibit A and the totalinvoiced amounts actually paid pursuant to Section 2.3.2, and PURCHASER shall pay such amountswithin *. Alternatively, if the quantity of Martek Products actually purchased by PURCHASER fromSELLER pursuant to this Agreement during the relevant calendar year exceeds the forecasted salesvolume of Martek Products used to determine the invoice price as provided in Section 2.3.2 for suchcalendar year, and, as a result, the Purchase Price payable by PURCHASER to SELLER for MartekProducts as specified in Exhibit A is lower than the invoiced amounts actually paidpursuant to Section 2.3.2, then SELLER shall credit against future purchases of Martek Producthereunder an amount equal to the difference, if any, between the total invoiced amounts actuallypaid pursuant to Section 2.3.2 and the total Purchase Price payable as specified in ExhibitA. Any credit due to PURCHASER shall be made available within * after the end of the calendaryear for which it accrues. To the extent any such credit exceeds the amount due to SELLER fromPURCHASER at the time of termination or expiration of this Agreement, then SELLER shall pay toPURCHASER such excess amount within * after such expiration or termination. In the event thisAgreement expires or terminates prior to the end of a calendar year,for such partial year, the credits or reimbursements required to effectuate the foregoingshall be calculated on a pro rata basis (i.e., calculated as if the average monthly volume ofpurchases under this Agreement for the partial year had been made for each month for the fullcalendar year, with the credit or reimbursement reduced proportionally to account for the number ofmonths out of the full calendar year this Agreement was actually in effect) and determined andcredited or paid within * of the date following such termination.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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2.3.4 No Royalty. The Parties acknowledge and agree that no royalties, including anyroyalties under the License Agreements, shall be due to SELLER in connection with the supply ofMartek Products hereunder or the use and subsequent sale of products containing such MartekProducts by PURCHASER or its Affiliates in accordance with the terms hereof. The Purchase Pricesset forth herein for sales of Martek Products by SELLER to PURCHASER constitute the onlyconsideration associated with the use and sale of such Martek Products.2.3.5 Taxes. The Purchase Price for the Martek Products delivered hereunder isexclusive of any and all national, state or local sales, use, value added or similar taxes, customsduties or governmental tariffs or fees which SELLER may be required to pay or collect upon thedelivery of such Martek Products. Should any tax or levy be made, PURCHASER agrees to pay such taxor levy and indemnify SELLER for any claim for such tax or levy demanded. In no event, however,shall PURCHASER be responsible for any taxes based on SELLER’s income or similar measures.2.3.6 Terms. PURCHASER shall pay all correct invoices for amounts due in accordancewith Section 2.3.2 above within * from the date of SELLER’s invoice, which invoice shall be datedas of the date of delivery of the invoiced Martek Products delivered in accordance with Section 2.4below. For any invoices containing errors, payment shall not be due with respect to the incorrectportion(s) of the invoice until the invoicing errors are corrected and a new invoice, with respectto the incorrect portions on the original invoice, is received by PURCHASER. All amounts payablehereunder by either Party shall be in U.S. dollars.2.3.7 Sample Requests. SELLER may request, up to two (2) times per year, andPURCHASER shall provide following each such request, samples for up to a total of six (6) SKUs ofWyeth Products or Growing Up Milk Products (in the aggregate) from PURCHASER’s markets. Reasonableexpenses of filling any such requests shall be borne by SELLER. SELLER shall not resell ordistribute such Wyeth Products or Growing Up Milk Products, and shall use them only for purposes ofdisplay at SELLER’s premises or at trade shows, or for evaluation.2.4 Delivery Terms. DHA Martek Product and ARA Martek Product ordered in accordancewith this Agreement shall be delivered Ex Works (EXW) (INCOTERMS 2000) SELLER’s place of shipmentand title to and risk of loss shall be transferred upon such delivery; provided, however, that ifrequested by PURCHASER in an applicable Purchase Order, SELLER shall, on behalf of PURCASER and atPURCHASER’s sole expense, contract for shipment to the shipping destination in the Territoryspecified by PURCHASER in such Purchase Order and insurance sufficient to the cover risk of loss ofsuch shipment; provided further that in such situation, delivery for purposes of this Agreementshall still be deemed to have occurred EXW SELLER’s place of shipment.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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2.5 *2.6 Failure to Supply.2.6.1 SELLER shall supply by the required delivery date therefor the portion of Martek Productordered under each Purchase Order acknowledged in accordance with Section 2.2.2 that SELLER iscapable of supplying, provided that, if SELLER has insufficient quantities of Martek Product tofulfill any Purchase Order, SELLER may allocate Martek Product among its customers so long asSELLER treats PURCHASER *.2.6.2 (a) If a failure to supply occurs during the Term such that (A) SELLER fails to deliverin accordance with Section 2.4 at least *of the aggregate amount of ARA Martek Product and/or DHAMartek Product, as relevant, ordered by PURCHASER for delivery within * for a particular * by the *or (B) SELLER gives *, then in each case ((A) and (B)) the permitted * amount that PURCHASER mayobtain from a Third Party(ies) in accordance with this Section 2.6.2 shall be the greater of (x)the applicable Shortfall Quantity of DHA and/or ARA, as relevant, or (y) if the * quantity thatPURCHASER, after exercising reasonable efforts under the circumstances, is able to obtain from itsThird Party supplier(s) * Shortfall Quantity, such * quantity.(b) For purposes hereof, the “Shortfall Quantity” shall mean a quantity of DHA and/or ARA, asrelevant, to be obtained in * that * of (A) the maximum * shortfall amount specified by SELLER *,or (B) the difference between (1) the aggregate amount of DHA and/or ARA, as relevant, actuallyordered by PURCHASER in accordance with the terms hereof for delivery * for a particular shipmentdestination, less (2) the aggregate amount of DHA and/or ARA, as relevant actually delivered bySELLER for such shipment destination *.(c) PURCHASER may obtain the permitted amount of ARA and/or DHA via the foregoing rights * forPURCHASER to obtain reasonable cover for SELLER’s failure to provide quantities of the MartekProducts ordered hereunder by PURCHASER. In negotiating any such contract for cover, PURCHASERshall, as circumstances allow, reasonably consult with SELLER as to terms being offered andcooperate in good faith with SELLER in SELLER’s reasonable efforts to ensure it can resume itssupply of PURCHASER’s total requirements of DHA and ARA hereunder upon SELLER’s resumption of itsability to supply such requirements. PURCHASER shall, in any event, use reasonable efforts underthe circumstances to minimize the duration of any contract with a Third Party entered into toobtain cover as permitted herein, and shall ensure that any contract for cover can be unilaterallyterminated by PURCHASER on no more than * notice, unless otherwise agreed in writing by SELLER,such agreement to not be unreasonably withheld or delayed.(d) Notwithstanding the foregoing, if SELLER agrees in writing to * PURCHASER for thedifference between (i) a higher price offered by a Third Party necessary to obtain lesser volumesand/or a shorter term as compared to a lower price that has been offered by such Third Party forhigher volumes and/or a longer term and (ii) the applicable Purchase Price for ARA Martek Productand/or DHA Martek Product, as relevant, then PURCHASER shall agree to accept such higher price inexchange for * by SELLER.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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2.6.3 For clarity, (x) if any failure to supply only relates to DHA or ARA, and not both, therights as provided in this Section 2.6 shall only relate to DHA or ARA, as relevant, (y) if anyfailure to supply only relates to deliveries for a particular shipping destination (e.g., due tospecific packaging requirements for that location), the rights as provided in this Section 2.6shall only apply for deliveries for such shipping destination, and (z) no rights under any LicensedPatents are granted, expressed or implied, by the rights granted under this Section 2.6. In theevent PURCHASER exercises any of its rights above in this Section 2.6 (including due to forcemajeure), any amounts of DHA and/or ARA obtained by PURCHASER from a Third Party in accordance withthis Section 2.6 shall be credited to the volumes in the pricing tiers set forth in Exhibit A forthe relevant year(s) for the purpose of determining the Purchase Price for such year(s), andPURCHASER shall not be required to pay to SELLER any royalty or any other compensation under theLicense Agreements with respect to any Wyeth Product or Growing Up Milk Product that incorporatessuch DHA and/or ARA.2.6.4 The Parties agree that, so long as SELLER has used its good faith efforts to supplyPURCHASER with amounts of Martek Product ordered by PURCHASER in accordance with the terms hereof,any breach by SELLER of its obligations to supply Martek Product to PURCHASER in accordance withthe terms of this Agreement shall not give rise to any right to terminate this Agreement for suchbreach unless and until SELLER has failed (for reasons other than force majeure) to deliverAcceptable Product equal to at least * of the aggregate amount of ARA Martek Product and/or DHAMartek Product, as relevant, ordered pursuant to Purchase Orders placed in accordance with theterms of this Agreement * of the end of the relevant *, in which event PURCHASER shall have theright to terminate this Agreement upon * prior written notice to SELLER.2.6.5 Notwithstanding any other provision of this Agreement, if PURCHASER has properlyexercised its rights to cover hereunder for more than *, and if, at any time while PURCHASERcontinues to have the right to cover, SELLER does not reasonably believe, after reasonableconsultation with PURCHASER, that it will be able * to meet its supply obligations hereunder insuch a manner that PURCHASER would not continue to accrue rights to cover under this Section 2.6,then * shall have the right, upon * prior written notice to *.2.7 *2.7.1 *2.7.2 *ARTICLE 3. MANUFACTURING; QUALITY3.1 Changes to Martek Product Specifications. Subject to Section 3.2, the MartekProduct Specifications may only be amended upon the mutual written agreement of the Parties, suchagreement to not be unreasonably withheld or delayed.3.2 Regulatory Changes. If a Regulatory Authority, or a change in Applicable Law,requires a change to (a) SELLER’s Manufacturing processes for Martek Product, (b) the MartekProduct Specifications, (c) materials used in the Manufacture of any Martek Product, (d) thesuppliers of such materials or (e) any analytical testing or other methods employed to ensurequality control for a Product (each, a “Regulatory Change”), SELLER shall notify PURCHASER,or PURCHASER shall notify SELLER, as the case may be, of such Regulatory Change, and SELLER shallmake such Regulatory Change *.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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3.3 Costs and Expenses. SELLER shall be solely responsible for all costs and expensesincurred in connection with the Manufacture of all Martek Product supplied to PURCHASER hereunder,including costs and expenses of personnel, quality control testing, Manufacturing facilities andequipment, and materials.3.4 *.3.5 Event Reporting. If SELLER receives a complaint from any Third Party, or ifSELLER’s quality assurance group, infant formula business unit managers, or senior managementotherwise become aware of a complaint or issue, about Martek Product involving safety concerns,SELLER shall promptly notify PURCHASER in writing. In addition, during the Term of this Agreement,PURCHASER shall promptly notify SELLER of any report of an adverse event once it has determinedthat it is potentially associated with the use of Martek Products in any Wyeth Product or GrowingUp Milk Product, and SELLER shall notify PURCHASER of any report of an adverse event received bySELLER regarding a Wyeth Product or Growing Up Milk Product irrespective of whether the adverseevent is potentially associated with the use of a Martek Product. All adverse event notificationsas stated above shall occur within five (5) calendar days of receipt of a report of such adverseevent. PURCHASER shall have sole discretion in determining what action, if any, is to be taken byPURCHASER in connection with any such adverse event relating to a Wyeth Product or Growing Up MilkProduct. The Parties shall be notified as follows (or in such other manner as provided by noticepursuant to Section 11.4):For SELLER:   Fax number: (410) 740-2985     Mr. Mario Flores  Regulatory Manager  Martek Biosciences Corporation  6480 Dobbin Road  Columbia, MD 21045  (tel) 410-740-0081   For PURCHASER:     Fax number: (610) 989-5544   Overnight Courier (only): Global Safety Surveillance Epidemiology & Labeling  Wyeth Research  GSSEL Triage Unit  Dock E  500 Arcola Road  Collegeville, PA 19426   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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3.6 Formulation. PURCHASER agrees that any batch of Wyeth Product that contains DHAMartek Product or ARA Martek Product shall not contain DHA or ARA obtained from any Third Party andthat Martek Product shall comprise one hundred percent (100%) of any and all DHA and ARA containedin such batch of Wyeth Product.ARTICLE 4. INSPECTION4.1 *.4.2 Evaluation and Cure.4.2.1 Upon receipt of a written notice from PURCHASER *, SELLER shall undertake appropriateevaluation of the nonconforming Martek Product and shall notify PURCHASER whether it has confirmedthat such Martek Product is not Acceptable Product within thirty (30) days after receipt of suchnotice. If SELLER notifies PURCHASER that it has not confirmed such nonconformity, upon request ofPURCHASER the Parties shall submit the dispute to an independent testing laboratory or otherappropriate expert mutually acceptable to the Parties (the “Testing Laboratory”) forevaluation. Both Parties shall cooperate with the Testing Laboratory’s reasonable requests forassistance in connection with its evaluation hereunder. The findings of the Testing Laboratoryshall be binding on the Parties, absent manifest error. The expenses of the Testing Laboratoryshall be borne by SELLER if the Testing Laboratory confirms that the Martek Product was notAcceptable Product at the time of delivery pursuant to Section 2.4, and otherwise by PURCHASER.4.2.2 If the Testing Laboratory or SELLER confirms that a lot of Martek Product is notAcceptable Product, SELLER, at PURCHASER’s option, shall (a) within fifteen (15) business dayssupply PURCHASER with a conforming quantity of Acceptable Product at SELLER’s expense, or (b)reimburse PURCHASER for the Purchase Price (including duty, freight, insurance charges and othersimilar related expenses) paid by PURCHASER with respect to such nonconforming Martek Product ifalready paid.4.2.3 *4.2.4 SELLER immediately shall notify PURCHASER if at any time it discovers that any MartekProduct delivered hereunder is not Acceptable Product. In the event that any Regulatory Authoritydetermines that any DHA or ARA should be destroyed or not distributed or consumed, such MartekProduct automatically shall be deemed to not constitute Acceptable Product.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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ARTICLE 5. WARRANTY AND DISCLAIMER5.1 Product Warranty. SELLER warrants that all Martek Product supplied to PURCHASERhereunder from and after the Execution Date, at the time of delivery thereof, will (a) * and (b)have been Manufactured in accordance with, and comply with (i) the applicable Martek ProductSpecifications; (ii) *; and (iii) the * for such Martek Product provided*. For clarity, all ARAMartek Product and DHA Martek Product supplied to PURCHASER after the Execution Date pursuant toPurchase Orders submitted prior to the Execution Date shall be deemed supplied under this Agreementfor purposes of this Section 5.1 and Articles 4, 8 and 9 hereof.5.2 Disclaimer of Warranties.5.2.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ANY AND ALLWARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, RELATING TO THE MARTEK PRODUCTS SUPPLIEDHEREUNDER. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AND HAS NO DUTY TO ENSURE THAT THE MARTEKPRODUCTS SUPPLIED HEREUNDER ARE USABLE WITH THE WYETH PRODUCTS OR GROWING UP MILK PRODUCTS OR CANBE INCORPORATED SAFELY INTO SUCH PRODUCTS. IT IS HEREBY ACKNOWLEDGED AND AGREED THAT SELLER SHALLHAVE NO OBLIGATION TO DETERMINE THE SAFETY AND UTILITY OF THE MARTEK PRODUCTS PROVIDED HEREUNDER ASSUCH RELATE TO EACH WYETH PRODUCT AND GROWING UP MILK PRODUCT.5.2.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS AND SHALL NOTBE LIABLE FOR ANY DAMAGES OF ANY NATURE RESULTING OR ARISING FROM OR RELATING TO THE USE,MANUFACTURE, DISTRIBUTION, MARKETING, OR SALE BY PURCHASER, ITS AFFILIATES OR ANY THIRD PARTY OFTHE MARTEK PRODUCTS PROVIDED HEREUNDER, THE GROWING UP MILK PRODUCTS OR THE WYETH PRODUCTS OR ANYIMPROVEMENTS OR MODIFICATIONS TO THE MARTEK PRODUCTS PROVIDED HEREUNDER THAT ARE MADE BY PURCHASER,ITS CONTRACTORS, AGENTS OR CUSTOMERS.5.3 Mutual Representations and Warranties. Each Party represents and warrants to theother Party as follows: (i) that it is organized and validly existing under the laws of its jurisdiction ofincorporation; (ii) that it has the power to execute and deliver this Agreement and to perform itsobligations hereunder, and that such execution and performance have been dulyauthorized by all necessary corporate actions; and (iii) that its performance of this Agreement will not constitute a breach orviolation of any other agreement or understanding, written or oral, to which it or itsAffiliates is a party.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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ARTICLE 6. TERM, TERMINATION6.1 Term. This Agreement shall commence on the Effective Date and, subject to theprior termination of this Agreement in accordance with the terms hereof, shall terminate on thetenth (10th) anniversary of the Effective Date (the “Term”).6.2 Termination.6.2.1 Termination in Case of Material Breach; Opportunity to Cure. Subject to Section2.6.4, either Party to this Agreement may terminate this Agreement immediately upon written noticeto the other Party in the event of any material breach by the other Party of this Agreement, whichbreach has not been cured by the breaching Party within thirty (30) days of receiving writtennotice thereof from the nonbreaching Party.6.2.2 Termination in Case of Infringement. PURCHASER shall have the right toterminate this Agreement in a particular jurisdiction within the Territory (i.e., canceloutstanding Purchase Orders and reduce or be relieved from its purchase obligations hereunder withrespect to such jurisdiction) if a court or other tribunal of competent jurisdiction determines byfinal order that the Technology or the Martek Products, when used in connection with WyethProducts, infringe upon the patent or other proprietary rights of any Third Party in suchjurisdiction, and from and after the issuance of such order such jurisdiction shall not constitutepart of the Territory; provided, however, that if, prior to any such termination, SELLER develops anon-infringing alternative or obtains a license from such Third Party, such that PURCHASER couldlawfully use the Martek Products in connection with the Wyeth Products at no additional cost orexpense to PURCHASER beyond that expressly provided in this Agreement and without the need toobtain additional or new regulatory approvals or to make additional or new regulatory filings,PURCHASER shall not terminate this Agreement pursuant to this Section 6.2.2.6.2.3 Termination in Case of Insolvency. Either Party to this Agreement may terminatethis Agreement upon giving notice to the other, if the other Party shall file in any court oragency, pursuant to any statute or regulation of any state or country, a petition in bankruptcy orinsolvency or for reorganization or for arrangement or for the appointment of a receiver or trusteeof the other Party or of its assets, or if the other Party proposes a written agreement ofcomposition or extension of its debts, or if the other Party shall be served with an involuntarypetition against it, filed in any insolvency proceeding, and such petition shall not be dismissedwithin sixty (60) days after the filing thereof, or if the other Party shall propose or be a partyto any dissolution or liquidation, or if the other Party shall make an assignment for the benefitof its creditors.6.2.4 Other Termination Rights. In addition to the termination rights set forthabove, either Party may terminate this Agreement upon twelve (12) months prior written notice,provided that a termination pursuant to this Section 6.2.4 shall not be deemed effective anyearlier than December 31, 2011.6.2.5 Termination of License Agreement. This Agreement shall automatically terminatewith respect to the relevant portions of the Territory in the event of any termination of therelevant License Agreement.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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6.3 Effect on License Agreements. Except to the extent specified in the secondsentence of this Section 6.3, the provisions of this Agreement, including without limitation theprovisions of Exhibit A and Exhibit B attached hereto, expressly amend Sections 1.1, 1.2, 2.2, 2.4,2.5, 3.4, 4.1(iii) through (v), 4.3, 4.4, 5.3, 6.1, 6.2 and 6.3 of the U.S. Agreement and Sections1.1, 1.2, 2.2, 2.4, 2.5, 3.4, 4.1 (i) through (iii), 4.3, 4.4, 5.3, 6.1, 6.2 and 6.3 of theInternational Agreement, such amendments shall survive any termination of this Agreement, and theParties hereby ratify the terms of the License Agreements as amended by this Agreement. Upontermination or expiration of this Agreement other than pursuant to Section 6.2.5, the LicenseAgreements shall continue in accordance with the terms in effect as amended by this Agreementexcept that, notwithstanding the prior sentence, the amendments to Sections 4.1(iii) through 4.1(v)and Sections 6.1, 6.2 and 6.3 of the U.S. Agreement andSections  4.1 (i)   through4.1 (iii)   andSections 6.1, 6.2 and 6.3 of the International Agreement shall each be of no further force oreffect from and after the effective date of termination.6.4 Effect of Termination. Upon termination of this Agreement by PURCHASER pursuantto Section 6.2.1, SELLER agrees that the Royalty charged to PURCHASER pursuant to Section 4.1 ofthe License Agreements (as defined therein) for any subsequent sales of AHPC Formulaid Productspursuant to the License Agreements *.ARTICLE 7. TRADEMARKS7.1 SELLER’s Trademarks. No license whatsoever, either express or implied, is grantedpursuant to this Agreement to any trademarks or logos owned or controlled by SELLER.ARTICLE 8. LIMITATION OF LIABILITY8.1 Indirect Damages. EXCEPT AS SET FORTH IN ARTICLE 9, OR UNLESS CAUSED BY THEINTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TOTHE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OFOR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR BUSINESSOPPORTUNITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORYUPON WHICH ONE PARTY MAY SEEK REMEDIES AGAINST THE OTHER.8.2 Maximum Aggregate Liability. EXCEPT FOR LIABILITY WHICH IS THE SUBJECT OFINDEMNIFICATION AS SET FORTH IN ARTICLE 9, OR UNLESS ARISING FROM THE INTENTIONAL MISCONDUCT ORGROSS NEGLIGENCE OF A PARTY, NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF ORIN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT OR TORT (INCLUDINGNEGLIGENCE), SHALL EXCEED THE GREATER OF (I) THE TOTAL AMOUNT ACTUALLY PAID TO SELLER BY PURCHASERIN ACCORDANCE WITH THIS AGREEMENT DURING THE PRIOR CALENDAR YEAR, AND (II) *.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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ARTICLE 9. INDEMNIFICATION9.1 Indemnity by PURCHASER. PURCHASER shall indemnify, defend and hold harmlessSELLER, SELLER’s Affiliates and its and their directors, officers, employees and agents from andagainst all costs, expenses, damages, losses and liabilities (“Losses”) asserted againstthem for which SELLER, SELLER’s Affiliates or the directors, officers, employees or agents ofeither of them may become liable or incur or be compelled to pay to the extent such Losses resultfrom (i) the production, Manufacturing, marketing, storage, packaging, importation, distribution,sale or use of Wyeth Products and/or Growing Up Milk Products that contain Martek Products from andafter the Execution Date, including, without limitation, any product liability claim, (ii) anygross negligence or intentional wrongdoing of PURCHASER or its Affiliates from and after theExecution Date in connection with its activities under this Agreement; or (iii) the material breachby PURCHASER of any of the covenants, representations or warranties contained in this Agreementfrom and after the Execution Date; except in each case ((i), (ii) and (iii)) to the extent that anysuch Losses are subject to SELLER’s indemnity obligations set forth in Section 9.2 below, as towhich Losses each Party shall indemnify the other to the extent of their respective liability forsuch Losses.9.2 Indemnity by SELLER. SELLER shall indemnify, defend and hold harmless PURCHASER,PURCHASER’s Affiliates and its and their directors, officers, employees and agents from and againstall Losses asserted against them for which PURCHASER or its officers, employees or agents maybecome liable or incur or be compelled to pay to the extent such Losses result from: (i) thefailure of SELLER or its Affiliates to Manufacture the DHA or ARA delivered hereunder in accordancewith the warranty provided in Section 5.1; (ii) any gross negligence or intentional wrongdoing ofSELLER or its Affiliates from and after the Execution Date in connection with its activities underthis Agreement; or (iii) the breach by SELLER of any of the covenants, representations orwarranties contained in this Agreement from and after the Execution Date; except in each case ((i),(ii) and (iii)) to the extent that any such Losses are subject to SELLER’s indemnity obligationsset forth in Section 9.1 above, as to which Losses each Party shall indemnify the other to theextent of their respective liability for such Losses.9.3 Condition to Indemnification. If either Party expects to seek indemnificationunder this Article 9 (the “Indemnitee”), it shall promptly give notice to the indemnifyingParty (the “Indemnitor”) of the basis for such claim of indemnification. Ifindemnification is sought as a result of any Third Party claim or suit (a “Claim”), theIndemnitee shall (i) provide the Indemnitor with prompt, written notice of the Claim, which noticeshall include a reasonable identification of the alleged facts giving rise to such Claim; (ii)grant such Party reasonable authority and control over the defense and settlement of any suchClaim; and (iii) reasonably cooperate with such Party and its agents in defense of any such Claim,at the Indemnitor’s expense. Each Indemnitee shall have the right to participate in the defense ofany Claim for which Indemnitee seeks to be reimbursed, indemnified, defended, or held harmless, byusing attorneys of such Indemnitee’s choice, at such Indemnitee’s expense, unless (a) the interestsof the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as torequire, consistent with applicable standards of professional responsibility, the retention ofseparate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separatecounsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonablysatisfactory to the Indemnitee to defend any action within a reasonable time after notice ofcommencement of such action. Any settlement of a Claim for which any Indemnitee seeks to bereimbursed, indemnified, defended, or heldharmless under this Article 9 shall be subject to the prior written approval of suchIndemnitee, which approval shall not be unreasonably withheld, conditioned, or delayed.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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ARTICLE 10. CONFIDENTIALITY10.1 Confidentiality. All information provided by or on behalf of one Party to theother Party pursuant to this Agreement or in connection with the transactions contemplated herebyshall be deemed confidential information of such disclosing Party (“ConfidentialInformation”); provided that the existence and terms of this Agreement shall constituteConfidential Information of each Party and the Martek Product Specifications shall constituteConfidential Information of SELLER. Confidential Information hereunder shall be safeguarded by thereceiving Party and shall not be disclosed to Third Parties and shall be made available only to thereceiving Party’s employees or other agents or contractors who have a need to know such informationfor purposes of performing the Party’s obligations, or for purposes of exercising the Party’srights, under this Agreement, and such employees or other agents or contractors shall have a legalobligation to their employer or principal, as applicable, not to disclose such information to ThirdParties or use it for purposes other than as permitted herein. Each Party shall treat, andPURCHASER shall ensure that its agents and contractors treat, any and all such ConfidentialInformation in the same manner and with the same protection as such Party maintains its ownConfidential Information. These mutual obligations of confidentiality shall not apply to anyinformation to the extent that such information: (i) is or later becomes generally available tothe public, such as by publication or otherwise, through no fault of the receiving Party; (ii) isobtained from a Third Party having the legal right to make such a disclosure without obligations ofconfidentiality; or (iii) is independently developed by the receiving Party without access to theConfidential Information of the disclosing Party. The receiving Party shall not remove from anycommunications or other documents delivered by a disclosing Party any proprietary notices affixedthereto by the disclosing Party.10.2 Disclosure of Confidential Information. Notwithstanding the foregoing, thereceiving Party may disclose any Confidential Information of the disclosing Party as and to theextent required by Applicable Law or competent government agency in the Territory, including, butnot limited to, any applicable disclosure requirements under the federal securities laws orregulations thereunder, provided that in the case of each such disclosure, the receiving Party,upon the advice of outside counsel, in good faith deems the disclosure necessary to comply with theforegoing and to the extent practicable and consistent with Applicable Laws, gives reasonable priorwritten notice to the disclosing Party and gives the disclosing Party such assistance as thedisclosing Party may reasonably request in order to prevent, challenge, modify or protect suchdisclosure or to have confidential treatment accorded to any Confidential Information so disclosed.For clarity, SELLER shall have the right to file with the U.S. Securities and Exchange Commission(a) a Current Report on Form 8-K relating to this Agreement; provided, however that SELLER shallprovide PURCHASER with a copy of such proposed filing reasonably in advance of such filing andshall consider in good faith any comments provided by PURCHASER with respect thereto and (b) a copyof this Agreement; provided, however, that SELLER shall use reasonable efforts to obtainconfidential treatment of any information set forth in this Agreement for which PURCHASERreasonably requests in a timely manner that protection be sought, consistent with SELLER’sdisclosure obligations under applicable securities laws. In addition,SELLER and PURCHASER may disclose the fact and the terms of this Agreement to its attorneysand accountants without notice to the other Party; provided that such attorneys and accountants arebound by obligations of confidentiality at least as onerous as those set forth herein.10.3 Post-Termination Obligations. The mutual confidentiality obligations of theParties under the provisions of this Article 10 shall survive the expiration or termination of thisAgreement for a period of ten (10) years from the date thereof. Upon expiration or termination ofthis Agreement, each Party shall, upon request, promptly return to the other Party or destroy alltangible embodiments of Confidential Information of the other Party then in existence, subject tothe permitted retention by such Party of one (1) copy thereof for archival purposes only.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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ARTICLE 11. GENERAL PROVISIONS11.1 Force Majeure. Neither Party to this Agreement shall be liable for damages dueto delay or failure to perform any obligation under this Agreement, other than an obligation tomake payments, if such delay or failure results directly or indirectly from circumstances beyondthe reasonable control of such Party. Such circumstances shall include, but shall not be limitedto, acts of God, acts of war, acts of terrorism, civil commotions, riots, strikes, lockouts, actsof the government in its sovereign capacity (other than actions taken as a result of a breach ofthis Agreement by such Party), perturbation in telecommunications transmissions, inability toobtain suitable equipment or components or raw materials, accident, fire, water damages, flood,earthquake, or other natural catastrophes. If remittance of U.S. Dollars is prevented or impairedfor reasons of force majeure, the Party owing the money shall settle such obligations in the manneras may be reasonably instructed by the Party to whom the obligation is owed. Should the effect offorce majeure continue for more than six (6) months, the adversely affected Party may terminatethis Agreement without liability (other than for claims arising prior to the effective date oftermination) on thirty (30) days notice to the Party impaired by force majeure given during thecontinued occurrence of such force majeure.11.2 Insurance.11.2.1 SELLER at its own expense shall procure and maintain in full force and effect at alltimes during the Term and for three (3) years thereafter commercial general liability insurance,including broad form coverage for contractual liability, property damage, products liability andpersonal injury liability (including both bodily injury and death), with minimum limits of no lessthan Ten Million Dollars ($10,000,000.00) per occurrence and no less than * in the aggregate,naming as additional insureds PURCHASER and its Affiliates. Upon PURCHASER’s reasonable writtenrequest, SELLER shall deliver to PURCHASER a certificate or certificates of insurance evidencingsatisfactory coverage and indicating that PURCHASER shall receive thirty (30) days unrestrictedprior written notice of cancellation, non-renewal or of any material change in coverage.11.2.2 PURCHASER at its own expense shall procure and maintain in full force and effect at alltimes during the Term and for three (3) years thereafter commercial general liability insurance,including broad form coverage for contractual liability, property damage, products liability andpersonal injury liability (including both bodily injury and death), with minimumlimits of no less than * per occurrence and no less than * in the aggregate, naming asadditional insureds SELLER and SELLER’s Affiliates. Upon SELLER’s reasonable written request,PURCHASER shall deliver to SELLER a certificate or certificates of insurance evidencingsatisfactory coverage and indicating that SELLER shall receive thirty (30) days unrestricted priorwritten notice of cancellation, non-renewal or of any material change in coverage.   * The asterisk denotes that confidential portions of this exhibit have been omitted in relianceon Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have beensubmitted separately to the Securities and Exchange Commission.
 
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11.2.3 The Parties’ respective obligations to maintain the coverage specified in this Section11.2 may be satisfied by obtaining insurance from Third Parties, through self insurance or anycombination thereof.11.3 Dispute Resolution; Consent to Jurisdiction. SELLER and PURCHASER covenant andagree to use their diligent efforts to resolve any disputes that arise between them in the futureand are related to this Agreement through negotiation and mutual agreement. When either Partydetermines that there is a dispute under this Agreement, it shall promptly send written notice ofthe dispute to the other Party. The Parties agree that for a period of thirty (30) days from thesending of such written notice, they shall in good faith negotiate to resolve the dispute; providedthat nothing in this Section 11.3 shall preclude either Party from seeking interim or provisionalrelief from a court of competent jurisdiction, including a temporary restraining order, preliminaryinjunction or other interim equitable relief, concerning a dispute if necessary to protect theinterests of such Party or to preserve the status quo pending the resolution of such dispute. Inany action to be taken with respect to any such dispute, the Parties agree to submit to thejurisdiction of the state and federal courts located in Delaware and waive any defense such asinconvenient forum to the maintenance of any action or proceeding in such courts.11.4 Notices. Notices required under this Agreement shall be in writing and sent byregistered mail, by facsimile transmission, by nationally recognized overnight courier service, orby hand delivery, with written verification of receipt and date of receipt, to the respectiveParties at the following addresses:Notices to SELLER:Martek Biosciences Corporation