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Exhibit 10.49
 PORTIONS OF THIS EXHIBIT MARKED [ * * * ] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY IN PAPER FORM WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH OMITTED PORTIONS INCLUDE
SIXTY ONE PAGES OF APPENDIX 1 HERETO.
   KNOW-HOW AND TRADEMARKLICENSE
AND
SUPPLY AGREEMENT
 THIS KNOW-HOW AND TRADEMARK LICENSE AND SUPPLY AGREEMENT
  LABORATOIRES THEA S.A
 
   SIRION Therapeutics Inc




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WHEREAS
 1.
    
    THEA (formerly TRANSPHYTO S.A.) and Roche Palo Alto LLC (formerly SYNTEX (U.S.A.) Inc.)
(hereinafter ROCHE) entered into a November 8, 1989 License Agreement subsequently amended (
the  Roche License Agreement )and a January 22, 1996 Supply Agreement subsequently amended (
the Roche Supply Agreement  )pursuant to which THEA acquired certain rights (including right
of sublicense) to develop, manufacture, distribute and sell an ophthalmic product for the
treatment of viral kerato-conjunctivitis using the ACTIVE INGREDIENT ganciclovir manufactured
by ROCHE;2.
    
    THEA has developed and owns substantial know-how relative to the development, governmental
registration and approval, manufacture and distribution of this Product;3.
    
    THEA has registered in France and other countries the trademark VIRGAN ® which has been used
in various parts of the world;4.
    
    SIRION wants to license from THEAs its know-how to manufacture, condition, process, market,
sell and distribute the Product in the territory of the United States, including its
territories and possessions including, but not limited to Puerto Rico and Guam under the
trademark VIRGAN®, which mark is to be registered and owned by THEA in the United States; and5.
    
    Subject to the Roche License Agreement and Roche Supply Agreement and to the Know-How and the
trademark developed by THEA, THEA wishes and accepts to appoint SIRION to be its exclusive
licensee of the Product in said territory under the terms and conditions hereinafter defined.




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1 DEFINITIONS
 AGREEMENT
 1.1.
    
    ACTIVE INGREDIENT
Shall mean the active ingredient ganciclovir contained in the PRODUCT.1.2.
    
    AFFILIATED COMPANIES
Shall mean, in relation to any PARTY, at any time, any other entity (ies):
 (a)
    
    in which such PARTY directly or indirectly controls at least fifty per cent
(50%) of the registered capital or voting rights,(b)
    
    which directly or indirectly controls at least fifty percent (50%) of the
registered capital or voting rights of such PARTY,(c)
    
    of which an entity as mentioned in a) or b) hereabove controls directly or
indirectly at least fifty percent (50%) of the registered capital or voting rights.
 1.3.
    
    AGREEMENTShall mean all provisions of Articles 1 through 15 of this document and all provisions of Appendices 1 and 2. In case of
discrepancy between provisions of Articles 1 to 15 and provisions of Appendices 1 and 2 hereto, then the provisions of
Articles 1 through 15 shall prevail.1.4.
    
    CORPORATE DRUG SAFETY THEA
Shall mean the persons to be reached for drug safety purposes at THEA
at the following numbers.
Phone +33 (0)4.73.98.14.36
Facsimile +33 (0)4.73.98.14.24 / +33 (0)4.73.98.14.381.5.
    
    FDA
Shall mean the United States Food and Drug Administration.1.6.
    
    IND
Shall mean Investigational New Drug, as such term is used by the FDA.1.7.
    
    KNOW-HOW
Shall mean:
 (a)
    
    any technical and analytical data, including but not limited to the results
of pre-clinical and clinical studies and tests concerning the PRODUCTdeveloped by
THEA, as far as such data are available to THEA or become available to THEA during the term of this AGREEMENT,




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(b)
    
    THEAs confidential information and knowledge with respect to the process of
manufacturing and conditioning the PRODUCTand putting it into gel form and
registering the PRODUCTwith and obtaining the approvals of the relevant governmental
regulatory authorities, and(c)
    
    THEAs experience in terms of marketing, promotion and medical investigations
concerning the PRODUCT.
 1.8.
    
    NDA
Shall mean New Drug Application, as such term is used by the FDA.1.9.
    
    NET SALES
Shall mean the gross amount invoiced for any PRODUCTby SIRION and
its AFFILIATED COMPANIESto THIRD PARTIESless deductions for (i)
quantity and/or cash discounts, allowances and any rebates required
to be paid by law or regulation; (ii) freight, postage, shipping and
insurance expenses; (iii) credits or refunds actually allowed for
rejected, outdated or returned PRODUCT ; and (iv) sales and other
excise taxes and duties directly related to the sale, to the extent
that such items are included in the gross invoice price (but not
including taxes assessed against the income derived from such sale).1.10.
    
    PARTY (IES)
Shall mean SIRIONand/or THEAand their respective AFFILIATED
COMPANIES.1.11.
    
    PRODUCT
Shall mean the ophthalmic product in finished form as specified in
Appendix 1 hereto and for which the indication to be sought is the
treatment of viral kerato-conjunctivitis, to be manufactured,
marketed and distributed by SIRIONunder this AGREEMENT.1.12.
    
    SUPPLY PRICE
Shall have the meaning set forth in Section 4.3.1.13.
    
    TERRITORY
Shall mean the territory of the United States of America including
its territories and possessions and specifically Puerto Rico and
Guam.




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1.14.
    
    THIRD PARTIES

Shall mean any entity(ies) other than SIRIONand/or THEAand their
respective AFFILIATED COMPANIES.1.15.
    
    TRADEMARK
Shall mean the trademark VIRGAN® to be registered by THEAin the
TERRITORYat the United States Patent and Trademark Office or such
other trademark as may be registered by THEAin accordance with
Section 6.1 and/or Section 10.3 hereof, to be used exclusively by
SIRIONfor the sale of the PRODUCT.1.16.
    
    U.S. LAUNCH
Shall mean the date of the first sale of the PRODUCT by SIRION in
the TERRITORY.
 2  APPOINTMENT OF SIRION ROYALTIES AND OTHER PAYMENTS
 2.1.
    
    THEA hereby appoints SIRION as its exclusive licensee of the PRODUCT and hereby grants to
SIRION the exclusive right and license to use the THEA Know-How, including for the
manufacturing, processing, conditioning, marketing and sale of the PRODUCT in the TERRITORY
under the TRADEMARK. THEA hereby grants to SIRION the exclusive right and license to use the
TRADEMARK in the TERRITORY exclusively for the sale and marketing of the PRODUCT. SIRION
shall neither appoint sub-licensees or sub-distributors for the manufacturing, processing,
conditioning, marketing and sale of the PRODUCT in the TERRITORY without prior written consent
of THEA. SIRION shall sell the PRODUCT in the TERRITORY exclusively under the TRADEMARK.The right of exclusivity hereunder shall be absolute, including as to THEA, and THEA agrees
that it shall not (including through any subsidiary, affiliate or third-party),
manufacture, process, condition, market or sell, nor license or otherwise grant any rights
to any third party to manufacture, process, condition, market or sell, the PRODUCT in the
TERRITORY or use the TRADEMARK in the TERRITORY.2.2.
    
    SIRION hereby agrees that it will not sell the PRODUCT outside the TERRITORY nor permit such
sale nor initiate an active sales policy for the PRODUCT outside the TERRITORY unless agreed
in advance in writing by THEA and shall inform THEA of any inquiry of a potential purchaser
located outside the TERRITORY.




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2.3.
    
    SIRIONs rights under this AGREEMENT shall include the existing molecule and any related
isomer, prodrug, metabolite, salt and polymorph.2.4.
    
    [ * * * ]For the same reasons, SIRION shall pay to THEA [ * * * ] amounts provided certain
conditions are fulfilled, as follows:
 (i)
    
    [ * * * ], (x) [ * * * ], to be
paid within seven (7) days of the date on which [ * * * ], and (y) [ * * * ], to be paid within thirty (30)
days after the date that [ * * * ]. For the
avoidance of doubt, the parties agree that both the [ * * * ] and [ * * * ]
payments are intended to be single, one-time payments and not recurring; or(ii)
    
    [ * * * ], (x) [
* * * ], to be paid within seven (7) days of the date on which [ * * * ], and (y) [ * * * ], to be paid within
thirty (30) days after the date that [
* * * ]. For the avoidance of doubt, the parties agree that the [ * * *
] and [ * * * ] payments are intended to be single, one-time payments and not
recurring; or(iii)
    
    [ * * * ] on the date of [ * * * ], provided that [ * * * ].




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(iv)
    
    If [ * * * ], then no additional payment will be made under this Section 2.4 by
SIRION to THEA upon [ * * * ].
 The payments provided for in this Section 2.4 are in addition to and separate from the
royalty payments provided under Section 2.5 below.None of these payments shall be deemed to give rise to any ownership interest of SIRION in
THEAs KNOW-HOW or in the TRADEMARK or any rights other than the licenses expressly
provided for under this AGREEMENT.SIRION hereby acknowledges and agrees that the amounts of the aforementioned payments are
lump sum amounts which SIRION agrees to pay upon the due dates set forth above, and which
payments shall be deemed fully earned and non-refundable upon such due dates and not
subject to recomputation or revision for any reason whatsoever.2.5.
    
    For the first [ * * * ] period of this Agreement, in addition to the payments mentioned
in Section 2.4 above, SIRION shall pay to THEA royalties in the amount of [ * * * ] of NET
SALES of the PRODUCT of which [ * * * ] shall be for the KNOW-HOW license and [ * * * ] shall
be for the TRADEMARK license. In case of renewal of this Agreement as described in the
Article 8, SIRION shall pay to THEA during all such renewal periods royalties in the amount of
[ * * * ] of NET SALES of the PRODUCT. Royalties shall be paid within thirty (30) days after
the end of each quarter during the term of this AGREEMENT. Together with each calendar quarter
royalty payment, SIRION shall submit to THEA a written accounting showing its computation of
royalties due under this AGREEMENT for such quarter. Said accounting shall set forth gross
sales, NET SALES, the specific deductions used in arriving at NET SALES, and the total
royalties due for the quarter-year in question.2.6.
    
    SIRION shall keep true and accurate records for the purpose of calculating royalties payable
hereunder, and shall permit THEA or its authorized representative to inspect such records and
take copies thereof, subject to the confidentiality provisions set forth in Section 9 hereof.2.7.
    
    All payments due hereunder by SIRION to THEA shall be free of deductions for bank charges,
and if any, free of any withholding taxes.
 3  REGISTRATION OF THE PRODUCT, CLINICAL TRIALS AND PUBLICATIONS




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3.1.
    
    SIRION will use its reasonable best efforts to obtain in accordance with the regulations in
force in the TERRITORY any and all governmental authorizations and/or registrations necessary
for the marketing of the PRODUCT in the TERRITORY.3.2.
    
    The registration of the PRODUCT shall be made under the TRADEMARK as defined in Section 1.15
above unless otherwise agreed by the PARTIES.3.3.
    
    All FDA registrations of the PRODUCT shall be made in SIRIONs name.3.4.
    
    SIRION will take responsibility and pay for the cost of preparing and submitting to the FDA
on the basis of THEAs existing file the initial NDA for the PRODUCT in the form in which it
currently exists as described in Appendix 1 hereto and THEA will cooperate with SIRION to that
end. The NDA will be filed in SIRIONs name.3.5.
    
    The PARTIES shall use their reasonable best efforts to cooperate so that SIRION can file the
NDA as soon as possible after the execution of this AGREEMENT and obtain approval of the NDA
as soon thereafter as possible and no later than [ * * * ] provided that no additional data
are requested by the FDA.3.6.
    
    SIRION shall submit to THEA for its prior written approval, which will not be unreasonably
withheld, any proposal and proposed clinical study protocol provided that THEA shall respond
to SIRION no later than thirty (30) days after the receipt of any such proposal. THEA will
not withhold its consent unless this execution of SIRIONs proposal would have a material
adverse effect on the marketing, sales and/or promotion of the PRODUCT outside the TERRITORY.
Material adverse effect means an event, circumstance, occurrence, fact, condition, change or
effect that, individually or in the aggregate is or could reasonably be expected to become
materially adverse to the prospects, operations, results of operations or financial condition
of THEA.3.7
    
    SIRION shall inform THEA in writing about the outcome of any clinical trials promptly
after completion.3.8
    
    SIRION will make any reports of clinical trials available free of charge to THEA. THEA may
use these reports outside the TERRITORY. Reciprocally, THEA shall make all reports and data from clinical trials performed by its
other partners regarding the PRODUCT available free of




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charge to SIRION and permit SIRION to use such information in the TERRITORY.3.9.
    
    SIRION, subject to any applicable legal restrictions,shall promptly send to THEA a copy of
all correspondence with respect to the PRODUCT which SIRION sends to or receives from the FDA
and will promptly provide THEA a written report with respect to telephone conversations and
meetings with the FDA if THEA did not participate in same, except with respect to
non-substantive or ministerial matters not involving the safety, efficacy or approval of the
PRODUCT. In the same way THEA shall promptly send to SIRION a copy of all correspondence with
respect to the PRODUCT which THEA sends to or receives from the EMEA except with respect to
non-substantive or ministerial matters not involving the safety, efficacy or approval of the
PRODUCT.3.10
    
    SIRION shall inform THEA of the proposed publication of the results of any clinical study
program conducted by SIRION to the extent that THEA has control over such publication and
SIRION shall not make any such publication to the extent that the publication could adversely
affect the sale, marketing and/or promotion of the PRODUCT in the countries in which THEA is
marketing the PRODUCT.3.11
    
    SIRION agrees that FDA approval of the PRODUCT (FDA Approval) shall be the sole and
exclusive property of THEA and that SIRION shall not acquire any rights whatsoever to the FDA
Approval other than the rights granted hereby.
 4  SUPPLY AND PAYMENT FOR THE ACTIVE INGREDIENT
 4.1.
    
    Except with the prior written agreement of THEA, SIRION shall exclusively purchase all its
requirements for the ACTIVE INGREDIENT from THEA or any of its AFFILIATED COMPANIES or from
any other entity designated by THEA and THEA agrees to supply SIRIONs total requirements of
the PRODUCT and the ACTIVE INGREDIENT in accordance with the forecasts to be furnished by
SIRION. THEA has informed SIRION and SIRION hereby acknowledges that THEA currently procures
all of its requirements for the ACTIVE INGREDIENT from ROCHE in the United States. THEA will
use its best efforts to have shipments of the ACTIVE INGREDIENT sent directly by ROCHE to
SIRION. SIRION will be responsible for verifying the quality of the ACTIVE INGREDIENT upon
receipt and accepting the order. THEA will provide to




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SIRION the protocol for performing the quality test and SIRION acknowledges that THEA will
have no liability or obligation whatsoever with respect to the ACTIVE INGREDIENT delivered
by ROCHE. SIRION hereby agrees that THEA will have not liability or obligation to SIRION
in the event that ROCHE fails to deliver or delivers in an untimely manner the ACTIVE
INGREDIENT. SIRION shall provide estimates of its purchase requirements for the ACTIVE
INGREDIENT and/or the PRODUCT at the end of each calendar quarter (beginning with the
quarter which is approximately twelve (12) months prior to the U.S. LAUNCH) during the
term of this AGREEMENT, indicating estimated needs for the following twelve (12) months,
broken down into quarterly quantities and delivery dates, such estimates to be revised and
updated quarterly.4.2.
    
    SIRION shall place written orders with THEA at least one hundred twenty (120) days prior to
the required shipment date. THEA will place with the supplier orders for the quantities
required by SIRION for delivery within one hundred twenty (120) days from receipt of written
orders from SIRION provided there are no circumstances of Force Majeure as defined in Article
13 herebelow.4.3.
    
    THEA shall supply the ACTIVE INGREDIENT at a price (hereinafter the Supply Price) [ * * *
], excluding VAT, if any, calculated so that the supply of the ACTIVE INGREDIENT shall cover
the invoice price from ROCHE to THEA plus all associated costs incurred by THEA in connection
with the supply of the ACTIVE INGREDIENT. The initial Supply Price will be [ * * * ] per
gram, subject to increase on thirty (30) days written notice from THEA to SIRION.4.4.
    
    In the event that ROCHE shall discontinue supplying to THEA the ACTIVE INGREDIENT, THEA and
SIRION will consult with respect to other sources of supply and use their best efforts to find
a THIRD PARTY which can meet requirements of both PARTIES. If the PARTIES cannot agree upon
the new supplier of the ACTIVE INGREDIENT, then both PARTIES shall be free to use whatever
source they deem appropriate and THEA shall no longer supply the ACTIVE INGREDIENT to SIRION
and SIRION shall obtain the ACTIVE INGREDIENT on its own4.5.
    
    SIRION shall effect payment on all invoices remitted by THEA within thirty (30) days from the
date of the invoice, as directed by THEA from time to time, payment to be effected net of any
transfer costs or fees.




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4.6.
    
    In the event of non-payment by SIRION of any amount under this AGREEMENT on the due date, it
is agreed that thirty (30) days after SIRION has been notified thereof in writing, THEA shall
be entitled to invoice interest on such payment without further notice, the amount of such
interest to be equal to the EURIBOR (European Interbank Offered Rate) published as such on the
date of invoicing by the European Bank Federation (Fédération Européenne de banque (FEB)) plus
two (2) points divided by twelve (12) per month of delay for each day following expiration of
such thirty (30) day period, each day being counted as 1/30 of a month. THEA shall not be
required to execute any orders placed by SIRION until any outstanding payment with interest
has been received in full by THEA.4.7.
    
    In the event that SIRION is required to withhold any tax payable to the revenue authorities
in any country within the TERRITORY regarding any payment by SIRION to THEA in accordance with
the laws of such country, such amount shall be deducted by SIRION, and it shall notify THEA
and promptly furnish THEA with copies of any tax certificate or other documentation evidencing
such withholding and shall co-operate with THEA and furnish such other documentation as may be
necessary in order for THEA to obtain the appropriate tax credit or other reimbursement for
said withholding tax.4.8.
    
    Subject to the applicable provisions of Section 9 of this Agreement THEA shall have the right
no more than once per year to review and examine, or cause to be examined by such agent,
representative or independent accountant as it shall designate, all books, documents and
records of SIRION relating to any reports or payments made or to be made by SIRION in
accordance with the foregoing, during the entire term hereof and for a period of two (2) years
following termination or expiration of this AGREEMENT, such review and/or audit to take place
at reasonable times and upon reasonable notice. Results of any such examination shall be made
available to both PARTIES.4.9.
    
    Packaging and labeling shall be in the English language under the control of SIRION in
accordance with all requirements of the FDA applicable in the TERRITORY.




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5   DISTRIBUTION AND PROMOTION OF THE PRODUCT AND LINE EXTENSIONS AND IMPROVEMENTS
 5.1.
    
    SIRION shall market and distribute the PRODUCT in the TERRITORY subject to the FDA
regulations and other regulations in force in the TERRITORY.SIRION shall not, during the term of this AGREEMENT, without the prior written consent of
THEA, within the TERRITORY market, distribute, promote or be interested in any way in any
business with the marketing or distribution of any products similar to the PRODUCT
containing the ACTIVE INGREDIENT, or any products approved for the treatment of conditions
similar to or related to the conditions for which the PRODUCT is used.5.2.
    
    THEA reserves the right from time to time to change the specifications of the PRODUCT subject
to prior discussions with SIRION5.3.
    
    SIRION reserves the right, after consultation with THEA, to withdraw any presentation of the
PRODUCT from sale in the TERRITORY if it is required to do so at any time, to comply with any
governmental and/or administrative regulations, legislation or orders applicable to the
TERRITORY. SIRION shall consult with THEA and allow THEA full participation in all meetings
with the FDA or other governmental agencies prior to making such withdrawal. SIRION shall
have the right to initiate voluntary product recalls and to make quality, complaint or
stability related field alert notifications as SIRION determines to be appropriate. SIRION
shall promptly notify THEA in advance of any such proposed actions.5.4.
    
    Sales reports, in unit and turnover, will be prepared and sent by SIRION each quarter to
THEA, within thirty (30) days after the end of each quarter during the term of the AGREEMENT.
SIRION agrees to maintain stock levels in the TERRITORY consistent with forecasted demand in
the TERRITORY.5.5.
    
    SIRION shall use its reasonable best efforts to obtain the maximum market share in the
TERRITORY. During the [ * * * ] period after U.S. LAUNCH, if SIRION does not reach the
required Minimum Sales in units, corresponding to [ * * * ] of the annual sales forecast set
forth below, SIRION will have the option to compensate THEA for the shortfall in royalties
paid. The shortfall will be an amount equal to the difference between the royalties paid by
SIRION to THEA for the number of units actually sold and the royalties that would have been
paid if the Minimum Sales units had been sold




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(calculated by (i) the number of units below Minimum Sales requirement multiplied by (ii)
the average Net Sales Price for units sold during the period in question multiplied by
(iii) the applicable royalty rate). In the event that SIRION does not exercise this
option, THEA shall be entitled to terminate this AGREEMENT at any time within six (6)
months after end of the year in question. Beginning with the [ * * * ] after the U.S.
LAUNCH, THEA will have the right to terminate this AGREEMENT at any time that SIRION has
not sold to THIRD PARTIES and paid to THEA the corresponding royalty payments for at least
[ * * * ] of the annual sales forecast set forth below, Year 1 being the first twelve months
after the U.S. LAUNCH and each following year being the subsequent twelve months period:
 Annual Sales Forecast
    
    Minimum Sales[ * * * ]
    
    [ * * * ]
 5.6.
    
    SIRION shall maintain a suitable sales organization to promote the PRODUCT in the TERRITORY
and advertise and distribute promotional material to the medical profession, hospitals,
pharmacies, clinics and endeavor to explain thoroughly the indications and advantages of the
prescription and sale of the PRODUCT. SIRION will periodically advise THEA of its marketing
and promotional programs and material changes to such programs and will give due regards to
THEAs suggestions with respect thereto. Reciprocally, THEA shall supply SIRION with specimens
of promotional material used in other territories and available to THEA, and SIRION may take
advantage thereof for the creation of its own advertising-material, brochures, visual aids,
posology cards, etc,SIRION shall provide to THEA each year during the term of this AGREEMENT its annual
marketing plan for the PRODUCT, including a twelve-month sales forecast within thirty (30)
days after the annual marketing plan has been prepared.5.7.
    
    If a Party hereto shall develop any improvement with respect to the PRODUCT, either patented
or non-patented, it shall immediately inform the other Party. All the improvements developed
by the Parties shall be the property of THEA. THEA shall grant to SIRION for no additional
consideration an exclusive license for the TERRITORY for such improvements under the same
conditions as described in the AGREEMENT.




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6  TRADEMARK
 6.1.
    
    SIRION shall market and distribute the PRODUCT in the TERRITORY exclusively under the
TRADEMARK and shall not use any other trademark in connection with the PRODUCT; provided,
however, that if (i) THEA determines that VIRGAN® is not suitable for marketing the PRODUCT
in the TERRITORY on the basis of objections of the FDA or the US Patent and Trademark Office
and THEA substitutes an alternative trademark in consultation with SIRION or (ii) SIRION
provides to THEA sufficient evidence that VIRGAN® is not a commercially suitable trademark for
the marketing of the PRODUCT in the TERRITORY and submits to THEA a concrete proposal for an
alternative trademark which is suitable for the marketing and sale of the PRODUCT in the
TERRITORY and which is available to be registered in THEAs name for use in the TERRITORY,
then THEA shall in either case register the alternative trademark which shall be the trademark
licensed to SIRION.6.2.
    
    In consideration of the grant of the right and license to use the TRADEMARK in connection
with SIRIONs distribution and sale of the PRODUCT in the TERRITORY, SIRION shall pay to THEA
a trademark royalty of [ * * * ] of NET SALES in the TERRITORY (the TRADEMARK ROYALTY) as
provided for in Section 2.5 above.6.3.
    
    SIRION shall use commercially reasonable efforts to market and distribute the PRODUCT in the
TERRITORY under the TRADEMARK entirely at its own cost and expense.6.4.
    
    SIRION agrees that the TRADEMARK remains the sole and exclusive property of THEA and that it
shall not acquire any rights whatsoever to the TRADEMARK other than the rights granted hereby.6.5.
    
    THEA grants to SIRION the exclusive right and license to use the TRADEMARK in the TERRITORY
exclusively for the preparation in finished form, sale and marketing of the PRODUCT in the
TERRITORY and for no other purpose.6.6.
    
    SIRION shall not register any trademark, in any way, which might conflict with or imitate
the TRADEMARK and will do nothing which could diminish the value of the TRADEMARK.6.7.
    
    SIRION undertakes to discontinue immediately the use of the TRADEMARK upon expiration or
termination of this AGREEMENT for any reason whatsoever and to destroy all documents including
but not limited to marketing material, booklets, other branded material, packing material,
labels and/or any electronic document making a reference to the TRADEMARK.




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7  INSPECTIONS
 7.1.
    
    THEA shall have the right to inspect all of the facilities of SIRION and its representatives,
agents and subcontractors used in connection with the manufacturing, processing, conditioning,
sale, storage or distribution of the PRODUCT or the ACTIVE INGREDIENT hereunder. Any
inspection effected by THEA will be notified to SIRION in writing at least thirty (30) days
prior to the proposed date of inspection and will be conducted at a time and in a manner so as
to not unreasonably interfere with the business or operations of SIRION or its agents and/or
subcontractors.7.2.
    
    SIRION shall have responsibility for fielding, investigating and responding to all PRODUCT
complaints in the TERRITORY. THEA shall provide SIRION with such cooperation as SIRION may
reasonably request in connection with such investigations.
 8  TERM
 The initial term of this AGREEMENT, unless earlier terminated in accordance with Article 12
hereof, shall be ten (10) years and shall be automatically renewed for additional periods of
five (5) years each, except as follows: (a) SIRION may elect not to renew the Agreement by
giving THEA notice of non-renewal at least twelve (12) months prior to the end of the first ten
(10) year term or any subsequent term; and (b), subject to the provisions of Article 12.7 of
this Agreement, THEA may elect not to renew the Agreement by giving notice of non-renewal at
least six (6) months prior to the end of the first ten (10) years term or any subsequent term.
 9  CONFIDENTIALITY
 9.1.
    
    Except as otherwise specifically provided in this AGREEMENT, SIRION shall treat as strictly
confidential the KNOW-HOW and/or any other proprietary information disclosed or delivered to
it hereunder in connection with this AGREEMENT and shall take all reasonable action within its
power to confine use thereof strictly to its own plants and laboratories and to prevent its
officers and employees from having access to the said information during




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their employment with SIRION, other than on a need to know basis, and after the
employment of such officer or employee by SIRION.Conversely, except as otherwise specifically provided in this AGREEMENT, THEA shall treat
as strictly confidential any and all proprietary and other confidential information
disclosed or delivered to it hereunder in connection with this AGREEMENT and shall take all
reasonable action within its power to confine use thereof strictly to its own plants and
laboratories and to prevents its officers and employees from having access to the said
information during their employment with SIRION, other than on a need to know basis, and
after the employment of such officer or employee by SIRION.For purposes of this Section 9, the party having the obligation to not disclose and to
maintain confidentiality of the information being received from the other party is
referred to as the Receiving Party and the party hereto whose confidential information is
the subject of such covenant is the Disclosing Party.9.2.
    
    Notwithstanding the foregoing, the preceding obligation to maintain the KNOW-HOW and
proprietary and confidential information above mentioned in confidence shall not apply to the
extent that:
 (a)
    
    The Receiving Party can establish that the information disclosed herein was
already in its possession at the time of execution of this AGREEMENT, or(b)
    
    the information was already in the public domain or has come into the public
domain after disclosure through no fault of the Receiving Party, or(c)
    
    the information can be established by suitable proof to have been received by
the Receiving Party from a THIRD PARTY and such information was not received by such
THIRD PARTY directly or indirectly from the Disclosing Party.
 9.3.
    
    To be relieved from all or part of its confidentiality commitments under this AGREEMENT, the
Receiving party further agrees that within one (1) month following the Disclosing Partys
disclosure of said information to the Receiving Party, the Receiving Party will notify the
Disclosing Party in writing accompanied by proof satisfactory to the Disclosing Party that the
information was in the Receiving Partys possession prior to such disclosure or that said
information was in the public domain at the time of its disclosure to the Receiving Party.




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9.4.
    
    All confidential information given by the Disclosing Party to the Receiving Party under this
AGREEMENT shall be promptly returned, free of charge, to the Disclosing Party upon termination
of this AGREEMENT for any reason whatsoever.9.5.
    
    The parties also agree to keep the terms and contents of this Agreement strictly confidential
and not disclose to any third party this Agreement or any content or description of any
specific contents of any portion hereof except (a) with the written consent of the other
party, which consent may be withheld for any reason or (b) if such disclosure is required by
law.
 10  INFRINGEMENT
 10.1.
    
    THEA agrees to take reasonable measures to protect the TRADEMARK against infringement and to
take reasonable action against infringers. SIRION shall in no manner contest THEAs decision
as to the appropriate action to be taken or its decision not to take any action at all.10.2.
    
    Each of the PARTIES shall notify the other of any trademark or trade name usage which
infringes the TRADEMARK or which either of them reasonably believes could adversely affect
the market for the PRODUCT in the TERRITORY. THEA shall have the right, in the first
instance, to prosecute such infringing usage. In the event THEA declines to prosecute such
infringing usage within ninety (90) days of becoming aware thereof, SIRION may prosecute,
subject to obtaining the written consent of THEA not to be unreasonably withheld.The PARTIES agree that, irrespective of which PARTY prosecutes the action, the proceeds of
any awards, judgments or settlements obtained in connection with any such infringement
shall be first allocated to the PARTY which prosecuted the action to the extent of its
out-of-pocket expenses incurred and thereafter shall be shared by the PARTIES in proportion
to the relative consideration each received from the marketing and sale of the PRODUCT
under this AGREEMENT. The PARTIES agree to furnish each other with reasonable cooperation
and exchange of information in connection with the prosecution of any such action.10.3.
    
    If THEA shall for any reason no longer have the right to license SIRION to use the TRADEMARK
in the TERRITORY, then the PARTIES shall agree upon a new trademark which shall be owned by
THEA and deemed the trademark licensed by THEA to SIRION under this AGREEMENT.




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11  WARRANTY  INDEMNIFICATION  INSURANCE
 11.1.
    
    THEA makes no representation, warranty or guaranty whatsoever that the use of the KNOW-HOW
will not infringe any rights of THIRD PARTIES. THEA shall not defend or hold SIRION harmless
against any suit, damage claim, or demand based on actual or alleged infringement of any
intellectual property, patent or trademark or any unfair trade practice resulting from the
exercise or use of any right or license granted hereunder.11.2.
    
    SIRION acknowledges and agrees that THEA has not made, does not make and specifically
negates and disclaims any representations, warranties, promises, covenants, licenses or
guaranties of any kind or character whatsoever, whether express or implied, oral or written,
past, present or future, of, as to, concerning or with respect to (a) the value, nature,
quality or condition of the KNOW-HOW (b) the income to be derived from the PRODUCT, (c) the
compliance of or by the KNOW-HOW with any legal requirements, (d) the merchantability,
marketability, profitability or fitness for a particular purpose of the KNOW-HOW, or (e) any
other matter with respect to the KNOW-HOW or any other matter. SIRION further acknowledges
and agrees that having been given the opportunity to inspect the KNOW-HOW, SIRION is relying
solely on its own investigation of the KNOW-HOW and not any information provided or to be
provided by THEA. SIRION further acknowledges and agrees that to the maximum extent permitted
by law, the license of the KNOW-HOW as provided for herein is made on an as is condition and
basis with all faults.11.3.
    
    Any risk or liability arising out of or deriving from the use of the KNOW-HOW by SIRION to
manufacture and market any PRODUCT shall remain with SIRION. SIRION shall indemnify, hold
harmless and defend THEA from and against any claim, damage, injury or loss whatsoever
suffered by THEA and caused by or resulting from SIRIONs performance or non-performance of
this AGREEMENT, including but not limited to the manufacturing, processing, conditioning,
marketing, distribution or sale of the PRODUCT in the TERRITORY. SIRION shall maintain in
full force and effect insurance against such risk in accordance with Section 11.4 below.11.4.
    
    SIRION hereby agrees to maintain occurrence-based product liability insurance covering the
risks associated with the PRODUCT manufactured and/or sold hereunder in a minimum amount of [
* * * ], such insurance to remain in full force throughout the term of this AGREEMENT and for
a




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period of two (2) years after its expiration or termination for any reason whatsoever.
THEA shall be specifically named as an additional insured under said policy and SIRION
shall promptly notify THEA of any changes, amendments or endorsements thereto. Said policy
shall be maintained with one or more of the Insurance Companies listed in Appendix 2 or
some other reputable insurance company of national or international reputation approved in
advance by THEA. SIRION shall promptly deliver to THEA a certificate of insurance in form
and substance satisfactory to THEA.11.5.
    
    All ACTIVE INGREDIENT supplied to SIRION by THEA shall be manufactured and delivered by
ROCHE and shall comply with the specifications set forth in the NDA, current Good
Manufacturing Practice regulations of the FDA in effect at the time of manufacture and with
other legal or regulatory requirements applicable to the manufacture of the ACTIVE INGREDIENT
or PRODUCT, as the case may be. Each shipment of ACTIVE INGREDIENT shall be accompanied by a
certificate of analysis issued by ROCHE. THEA shall promptly advise SIRION of any proposed
changes in manufacturing process, specifications or methods of which it may be aware and as
notified by ROCHE to THEA. Without limiting the generality of the foregoing, SIRION shall be
entitled to return to ROCHE shipments of ACTIVE INGREDIENT which do not conform to the
warranty contained herein for replacement at THEAs cost.11.6.
    
    THE LIMITED WARRANTY PROVIDED IN SECTION 11.5 ABOVE IS THEAS SOLE WARRANTY WITH RESPECT TO
THE ACTIVE INGREDIENT AND THE PRODUCT AND IS MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS
FOR PARTICULAR USE OR PURPOSE. THEA MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND
WITH RESPECT TO THE ACTIVE INGREDIENT OR THE PRODUCT. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, THEA SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF (I) ANY BREACH OF SECTION 11.5 ABOVE
OR (II) THEAS FAILURE TO COMPLY FULLY WITH APPLICABLE GOVERNMENTAL LAWS AND REGULATIONS
RELATING TO THE MANUFACTURE, SALE AND SHIPMENT TO SIRION OF THE ACTIVE INGREDIENT OR THE
PRODUCT, EVEN IF THEA HAS BEEN ADVISED IN ADVANCE CONCERNING THE PROBABILITY OR LIKELIHOOD OF
SUCH DAMAGES, EXCEPT TO THE EXTENT
OF THEAS WILLFUL BREACH OF SUCH SECTION, LAWS OR REGULATIONS.




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11.7.
    
    All limitations on SIRIONs remedies and THEAs liability shall survive the expiration,
termination and cancellation of this AGREEMENT.11.8.
    
    Promptly after the receipt by any PARTY hereto of notice of (1) any claim or (2) the
commencement of any action or proceeding, such PARTY (the INDEMNIFIED PARTY) will, if a
claim with respect thereto is to be made against any PARTY (the INDEMNIFYING PARTY)
obligated to provide indemnification pursuant to Section 11 hereof, give such INDEMNIFYING
PARTY written notice of such claim or the commencement of such action or proceeding. Such
notice, and the opportunity to compromise or defend, shall be a condition precedent to any
liability of the INDEMNIFYING PARTY under the indemnification agreement contained in said
Section 11. The INDEMNIFYING PARTY shall have the right, at its option, to compromise or
defend, at its own expense and by its counsel, any such matter involving the asserted
liability of the INDEMNIFIED PARTY, provided that any settlement or compromise shall be
consented to in writing by the INDEMNIFIED PARTY which consent shall not be unreasonably
withheld.In the event that the INDEMNIFYING PARTY shall propose to compromise or defend any such
asserted liability, it shall promptly notify the INDEMNIFIED PARTY of its intention to do
so, and the INDEMNIFIED PARTY agrees to cooperate fully with the INDEMNIFYING PARTY and its
counsel in the compromise of, or defense against, any such asserted liability, subject to
the aforementioned right of the INDEMNIFIED PARTY to consent to any settlement or
compromise. In any event, the INDEMNIFIED PARTY shall have the right, at its own expense,
to participate in the defense of such asserted liability, provided that the INDEMNIFYING
PARTYs counsel shall make all final decisions concerning the defense or compromise of
settlement of such litigation, subject to the aforementioned right of the INDEMNIFIED PARTY
to consent to any settlement or compromise.
 12  TERMINATION
 12.1.
    
    Each PARTY shall have the right on thirty (30) days prior written notice to terminate this
AGREEMENT in case of failure of the FDA to grant approval no later than:




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(i)
    
    [ * * * ] provided that the FDA has confirmed in writing that no new
clinical trials will be required;(ii)
    
    [ * * * ], provided that the FDA has confirmed in writing that no new
clinical trials other than a Phase IV clinical trial will be required;(iii)
    
    [ * * * ], provided that the FDA has stated in writing that at least
one new Phase III clinical trial will be required.
 12.2
    
    Each PARTY shall have the right, at any time, to terminate this AGREEMENT in the case of
material failure or default by the other PARTY to fulfill any of its obligations under this
AGREEMENT if the defaulting PARTY has not remedied such default within the period provided for
in Section 12.3, without prejudice to any further right to compensation or penalty except as
hereinafter provided. In case THEA terminates the AGREEMENT for cause or default by SIRION,
SIRION will comply with all of its other obligations hereunder and further agrees not to
commercialize any product containing ganciclovir as an ACTIVE INGREDIENT in similar
therapeutic indication during a period of five (5) years after the date of termination of
this AGREEMENT.
 12.3.
    
    In case of material default by either PARTY, this AGREEMENT shall terminate three (3) months
after the receipt of written notice from the alleging PARTY (which notice shall stipulate the
reason for the termination) (the Default Notice) if the defaulting PARTY has not remedied
the situation within said three (3) months of receipt of such Default Notice, or, if such
default is not susceptible of cure within a three-month period, such default has not been
timely cured in accordance with the following provisions of this Section 12.3. If, no later
than forty-five (45) days after receipt of Default Notice, the defaulting PARTY acknowledges
the breach and notifies the non-defaulting PARTY that it intends to cure the breach and
specifies to the reasonable satisfaction of the non-defaulting PARTY the reasons why it cannot
be cured within three months but can be cured within a period of twelve (12) months) from the
date of the Default Notice and specifies to the reasonable satisfaction of the non-defaulting
PARTY in detail the measures that will be taken to achieve said cure, then the defaulting
PARTY shall be entitled to effect such cure during said period of twelve (12) months, provided
that the defaulting PARTY (i) diligently pursues such cure to its full completion no later
than end of said twelve (12) month period and (ii) gives to the non-defaulting PARTY a written
report on the measures it has taken and intends to take to effect cure within the stated
period on the first day of each calendar month during which cure is being effected. Any
failure to diligently pursue such cure and to provide any monthly written report will allow
the
non-defaulting PARTY to definitely terminate this AGREEMENT on a one-month written notice.




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In addition, in the event the other PARTY disputes the existence of a default, no
termination pursuant to this Article shall be deemed effective until and unless so ordered
by arbitration conducted in accordance with Article 14.12.4
    
    SIRION shall not assign this Agreement to any company, excluding its parent, without a prior
written consent of THEA, and in case where transfer takes place, all the rights and
obligations of SIRION under this Agreement shall be transferred to the new assignee.12.5.
    
    In case of expiration or termination of this AGREEMENT, it is understood that those
provisions which require or permit performance after termination or expiration, but not
limited to the provisions of Section 4.6 and Articles 7, 9, 10, 11 and 14, shall remain in
full force and effect after such expiration or termination.In any case, SIRION shall, at SIRIONs cost, immediately return to THEA all confidential
information provided by THEA to SIRION hereunder and inform the FDA and to transfer to THEA
or to any other entity designated by THEA all rights which SIRION may have to the
registrations and governmental authorizations in the TERRITORY which cover the PRODUCT.Any relevant FDA authorization held by SIRION on termination of this AGREEMENT for any
reason whatsoever, shall be transferred to THEA, or to any other entity designated by THEA,
but without any compensation to SIRION.12.6.
    
    In case of termination and at the option of THEA, SIRION shall have the right within a
maximum period of six (6) months to liquidate its stock of the PRODUCT or to sell it at landed
cost to THEA and/or any of its AFFILIATED COMPANIES or such THIRD PARTY as shall be designated
by THEA, provided said stock is in good and marketable condition and that it has been repacked
at SIRIONs cost in accordance with the requirements of any new distributor.12.7.
    
    If THEA elects to not renew this Agreement at the end of the initial ten (10) year term or
any subsequent term, as a condition to its exercise of such right, THEA shall pay to SIRION an
amount in cash equal to the NET SALES generated by SIRION from sales of the PRODUCT during
the twelve (12)




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month period immediately preceding the date upon which this Agreement terminates by
election of THEA not to renew same. Such payment shall be made in full no later that
thirty (30) days from the effective date of such termination.
 13  FORCE MAJEURE
 13.1.
    
    If any PARTY is prevented, hindered or delayed from performing its obligations other than
the payment of money due hereunder as a result of Force Majeure, such prevention or delay
shall not be considered as a breach of this AGREEMENT and that PARTY shall be relieved from
its obligations for the duration of such Force Majeure, provided however that there is a
direct relation between such prevention or delay and the Force Majeure. The PARTY prevented,
hindered or delayed from performing its obligations other than the payment of money due
hereunder as a result of Force Majeure shall give to the other PARTY notice of the
circumstances of the Force Majeure promptly after such PARTY becomes aware of the
circumstances of the Force Majeure.13.2.
    
    The term of Force Majeure as used herein shall mean any event which was unpredictable,
sudden, insurmountable and outside the control of the PARTIES such as but not limited to
epidemic, flood, explosion, fire, earthquake or any other acts of war, civil disturbances,
strike (except strike limited to the other PARTYs personnel), government orders or decisions
or administrative measures of whatever nature.13.3.
    
    In the event of Force Majeure, the PARTIES shall cooperate and use their best efforts to
remedy the situation as quickly as possible.13.4.
    
    In the event of a Force Majeure which causes THEAs inability to supply ACTIVE INGREDIENT
manufactured by ROCHE for a period of one hundred and twenty (120) days or more, THEA agrees
to cooperate to assist SIRION in securing an alternate source of ACTIVE INGREDIENT and SIRION
shall be deemed to have all necessary licenses to THEAs manufacturing KNOW-HOW necessary to
manufacture, or cause to be manufactured by a THIRD PARTY (subject to reasonable safeguards of
confidentiality), such ACTIVE INGREDIENT. SIRION shall be entitled to acquire its
requirements of ACTIVE INGREDIENT from such alternate source for the duration of such event of
Force Majeure and for such additional period necessary to fulfill any commitments reasonably
entered into by SIRION in light of such event of Force Majeure.




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13.5.
    
    In the event of Force Majeure preventing operations beyond one hundred and eighty (180) days
after the date of notification of the case of Force Majeure, the notified PARTY shall be
entitled to terminate this AGREEMENT without payment of any termination indemnity to the
notifying PARTY unless the notifying party has provided to the notified PARTY reasonable
assurances of implementation of a program to resume its performance or arrange for reasonably
acceptable THIRD PARTIES to perform on behalf of the notifying PARTY within or immediately
following the expiration of such one hundred eighty (180)-day period.
 14  APPLICABLE LAW  ARBITRATION
 14.1.
    
    This AGREEMENT shall be governed by and construed according to the laws of the Republic of
France without reference to its conflicts of laws principles.14.2.
    
    Any differences and disputes arising in connection with this AGREEMENT will be definitively
settled according to the Rules of Conciliation and Arbitration of the International Chamber of
Commerce (ICC) then in effect except as otherwise provided herein. Each PARTY will name its
own arbitrator and the two arbitrators will select a third.14.3.
    
    Any arbitration proceeding shall occur in Paris, France. All proceedings shall be conducted
in the English language.14.4.
    
    The decision of the arbitrators shall be final and enforceable in any court of competent
jurisdiction.14.5.
    
    The PARTIES hereby agree to use their best efforts to insure that any arbitration pursuant
to this AGREEMENT shall be expedited and will so instruct the arbitrators. Each PARTY hereby
agrees to appoint its arbitrator within thirty (30) days after receipt of the notice from the
other PARTY demanding arbitration (the Arbitration Notice Date) and the two arbitrators so
appointed are hereby instructed to appoint the third arbitrator no later than sixty (60) days
after the Arbitration Notice Date such that the arbitration panel shall be fully constituted
no later than sixty (60) days after the Arbitration Notice Date. Any arbitrator not so
appointed within the framework specified above shall be appointed by the International Chamber
of Commerce by selecting any person on its approved list of arbitrators, such appointment to
be made within ten (10) days after the date of receipt of request from the




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demanding PARTY. The arbitrators shall meet within thirty (30) days after the panel shall
be constituted and shall render their decision no later than ninety (90) days after the
date of their first meeting. Each PARTY shall pay to the International Chamber of Commerce
all fees and expenses as required by the International Chamber of Commerce promptly upon
receipt of the request therefor. In the event the International Chamber of Commerce must
appoint one or more arbitrators, it shall not consult with either of the PARTIES with
respect to any such appointment. The decision of the International Chamber of Commerce
shall be final.14.6
    
    The attorneys fees and other expenses incurred by each party in connection with the
arbitration shall be borne by such party. All payments to and expenses incurred by the
arbitrator and other arbitration expenses shall be shared equally by the PARTIES.
 15  MISCELLAENOUS
 15.1.
    
    Insertion of headings are for convenience only and shall not affect the construction or
interpretation of this AGREEMENT.15.2.
    
    This AGREEMENT shall inure to the benefit of the successors and assignees of that part of
the business of each of the PARTIES to which the subject matter of this AGREEMENT is related.
This AGREEMENT or any right hereunder, shall not be sold, assigned, transferred by SIRION to
THIRD PARTIES without first obtaining the prior express consent of THEA in writing.15.3.
    
    Modifications and amendments to this AGREEMENT shall be effective only in the form of
written instruments duly executed by the PARTIES representatives.15.4.
    
    Any waiver by either PARTY of any breach or failure to comply with any provision of this
AGREEMENT by the other PARTY shall not be construed as or constitute a continuing waiver of
such provision or a waiver of any other breach of, or failure to comply with, any other
provision of this AGREEMENT.15.5.
    
    If any provision of this AGREEMENT were to be or become fully or partly invalid or
unenforceable for any reason whatsoever, or to violate any applicable law, the same shall be
considered divisible as to such provision and such provision shall be deemed deleted herefrom,
and the remainder hereof shall be valid and binding as if such provision were not included
herein. The




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PARTIES hereto shall then, if necessary, negotiate for an appropriate amendment of this
AGREEMENT.15.6.
    
    Any notice to be given or request to be made by either PARTY shall be in writing and may be
given by sending such notice by registered airmail, Fed Ex, DHL (or comparable international
courier), or by facsimile or e-mail with confirming physical deliver by other approved means,
to the following addresses, or to such other addresses each PARTY may have designated to the
other in writing:For THEA
12, rue Louis Blériot
Zone Industrielle du Brézet
63017 Clermont-Ferrand Cedex 2
France
Facsimile: + 33 4 73 98 14 24
For the Attention of: Anne DARGENT
Head of Legal DepartmentFor SIRION
3110 Cherry Palm Drive,
Suite 340
Tampa, Florida 33619
U.S.A.
Facsimile: + 1 813 496 7328
For the Attention of: Dawn Bennett Johnson, Chief Financial Officer
with copy to Reid Haney, Legal Counselor; Facsimile: + 1 813 222
8701
 The Notice shall be deemed given and received, (i) with respect to registered airmail,
seven (7) days after mailing, (ii) with respect to facsimile or e-mail transmission, on the
date sent (provide confirming physical delivery is made), and (iii) with respect to Fed Ex
or DHL, the date of actual delivery.15.7.
    
    This AGREEMENT replaces any prior oral or written agreement on the same subject matter
between the PARTIES.15.8.
    
    Neither PARTY hereto shall make any public announcement with respect to this AGREEMENT or
the relationship of the PARTIES hereto without the prior consent of the other PARTY which
shall not be unreasonably withheld provided that either PARTY shall be entitled to make any
such announcement to the extent required by applicable law or regulation after communicating a
copy of the announcement to the other PARTY.




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15.9.
    
    SIRION agrees that, with respect to all matters relating to the AGREEMENT, it shall be
deemed to be an independent contractor and shall bear all of its own expenses in connection
with the AGREEMENT.SIRION shall have no authority, whether express or implied, to assume or create any
obligation on behalf of THEA. Unless otherwise agreed, SIRION shall pay any and all of its
costs and expenses under the AGREEMENT and shall be solely responsible for the acts and
expenses of its officers, employees, agents and representatives.
   For THEA
    
    For SIRION/s/ Henri Chibret
    
    /s/ Barry Butler




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APPENDIX 1
 SPECIFICATIONS OF THE PRODUCT




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APPENDIX 2
 LIST OF INSURANCE COMPANIES