among:
Sanofi, a société anonyme organized and existing under the laws of the French
Republic ("Sanofi"):
Bristol-Myers Squibb Company, a corporation organized and existing under the
laws of the State of Delaware, United States of America ("BMS"); and
Bristol-Myers Squibb Sanofi Pharmaceuticals Holding Partnership, a Delaware
partnership (the "Partnership" and, together with Sanofi and BMS, the "Parties"
and, individually, each a "Party").
W I T N E S S E T H:
WHEREAS, Sanofi has discovered and patented two new chemical entities, one known
as SR 47436 with the international non-proprietary name Irbesartan
("Irbesartan") and one known as SR 25990C with the international non-proprietary
name Clopidogrel Hydrogenosulphate ("Clopidogrel"), with potential ethical
pharmaceutical applications in the cardiovascular therapeutic field;
WHEREAS, Sanofi, BMS and Sterling Winthrop Inc., a Delaware corporation
("Sterling") entered into a Development Agreement dated July 29, 1993 (the
"Development Agreement") for, among other things, the development of Irbesartan
and Clopidogrel;
WHEREAS, pursuant to an Amended and Restated Asset Purchase Agreement dated as
of September 30,1994 among Eastman Kodak Company, Sanofi and Sterling, Sanofi
acquired certain assets, and assumed certain obligations, of the ethical
pharmaceutical business of Sterling, including the rights and obligations of
Sterling under the Development Agreement;
WHEREAS, Sanofi and BMS have entered into a Territory B Alliance Support
Agreement dated as of the date hereof (the "Alliance Support Agreement") and
have formed through their indirect wholly owned subsidiaries the Partnership
pursuant to the partnership agreement dated as of the date hereof (the
"Partnership Agreement") for, among other things, the commercialization of the
Products in Territory B (as such terms are defined herein);
WHEREAS, Sanofi and the Partnership have entered into an Irbesartan Intellectual
Property License Agreement (the "Irbesartan License Agreement") and a
Clopidogrel Intellectual Property License and Supply Agreement dated as of the
date hereof, pursuant to which Sanofi has granted a license to use certain
patents, trademarks and know-how for the commercialization of the Products in
Territory B that neither were developed with nor are owned by BMS;
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
2
WHEREAS, Sanofi and BMS have developed certain know-how under the Development
Agreement for the commercialization of the Products in Territory B and, as a
result, each has an undivided one-half direct ownership interest in the
Developed Know-How (as such term is defined herein); and
WHEREAS, Sanofi and BMS are willing to grant to the Partnership, and the
Partnership is willing to accept, a license under the Developed Know-How for the
commercialization of the Products in Territory B on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and the terms and
conditions set forth herein, the Parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 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 or after
the taking of any Product of which any Party or any