the license of certain patent, trademark and know-how rights for
Clopidogrel and Clopidogrel Products from Sanofi to the SNC Partnership and the
supply of active substance chemical bulk for Clopidogrel in exchange for the
payment to Sanofi of the Discovery Royalty and the Supply Payment (as such terms
are defined therein);
(c) an Irbesartan Intellectual Property License Agreement (the "Irbesartan
License Agreement") between the SNC Partnership and Sanofi for the license of
certain patent, trademark and know-how rights for Irbesartan and Irbesartan
Products (as defined herein) from Sanofi to the SNC Partnership in exchange for
the payment to Sanofi of the Discovery Royalty (as such term is defined
therein);
(d) an Irbesartan Supply Agreement (the "Irbesartan Supply Agreement") among
BMS, Sanofi, the SNC Partnership and their respective Affiliates for the supply
of active substance chemical bulk for Irbesartan;
(e) a Product Know-How License Agreement (the "Know-How License Agreement")
among the SNC Partnership, Sanofi and BMS for the license of know-how developed
by Sanofi and BMS pursuant to the Development Agreement, the use of corporate
names by the SNC Partnership and the development of Irbesartan and Clopidogrel
on or after January 1, 1997 in exchange for the payment of the Development
Royalty (as such term is defined therein) to each of Sanofi and BMS;
(f) a Development Services Agreement (the "Development Services Agreement")
among the SNC Partnership and Affiliates of Sanofi and BMS pursuant to which
such Affiliates will provide services to the SNC Partnership in connection with
the continuing development of the Products;
(g) an Irbesartan Toll Manufacturing Agreement (the "Irbesartan Toll
Manufacturing Agreement") for the contract manufacturing of active substance
chemical bulk for Irbesartan into Irbesartan Products;
SS_NYL2/171613 2 (PA_1/79522 2)
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
3
(h) a Clopidogrel Toll Manufacturing Agreement (the "Clopidogrel Toll
Manufacturing Agreement" and, together with the Irbesartan Toll Manufacturing
Agreement, the "Toll Manufacturing Agreements") for the contract manufacturing
of active substance chemical bulk for Clopidogrel into Clopidogrel Products;
(i) a Purchase and Sale Agreement (the "Puerto Rico Purchase and Sale
Agreement") among the SNC Partnership and Affiliate(s) of BMS for the sale of
active substance chemical bulk to such Affiliate(s) and the purchase of finished
Products; and
(j) a Partnership Services Agreement (the "Partnership Services Agreement")
between the SNC Partnership and an Affiliate of Sanofi for the provision of
administrative and operating services to the SNC Partnership; and
WHEREAS, the Parties wish to enter into this Agreement to support the general
framework for the commercialization and development of the Products in Territory
A;
NOW, THEREFORE, in consideration of the mutual covenants and the terms and
conditions contained herein, and for other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:
"Adverse Event" means any negative symptom experienced at the time of