Exhibit 10aa
*Confidential Treatment Requested
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this "Agreement") dated as of January 1, 2013, is
hereby made by and among: Bristol-Myers Squibb Sanofi Pharmaceuticals Holding
Partnership, a Delaware partnership ("JVB"); 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 ("BMS"); and sanofi-aventis U.S. LLC, a limited liability company
organized and existing under the laws of the State of Delaware ("Assignee", and
together with JVB, BMS and Sanofi, the "Parties" and each, individually, a
"Party").
W I T N E S S E T H:
WHEREAS, Sanofi previously 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");
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 formed JVB through their indirect wholly owned
subsidiaries for, among other things, the commercialization of the Products in
Territory B (as such terms are defined herein);
WHEREAS, Sanofi and BMS have developed certain know-how under the Development
Agreement for the commercialization of the Products in certain countries,
including Territory B;
WHEREAS, Sanofi and JVB have entered into an Irbesartan Intellectual Property
License Agreement (the "Territory B Irbesartan License Agreement") and a
Clopidogrel Intellectual Property License and Supply Agreement (the "Territory B
Clopidogrel License Agreement"), each dated as of January 1, 1997, pursuant to
which Sanofi granted to JVB a license to use certain patents, trademarks and
know-how that neither were developed with nor are owned by BMS, for the
commercialization of the Products in Territory B;
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
WHEREAS, Sanofi, BMS and JVB have entered into a Product Know-How License
Agreement (the "Territory B Know-How License Agreement"), dated as of January 1,
1997, pursuant to which Sanofi and BMS granted to JVB a license under the
Developed Know-How (as defined in the Territory B Know-How License Agreement)
for the commercialization of the Products in Territory B;
WHEREAS, pursuant to a master restructuring agreement (the "Master Agreement"),
dated as of September 27, 2012, by and between Sanofi and BMS, Sanofi and BMS
have agreed to simplify the overall governance, operating and financial
principles of their alliance with respect to (i) Irbesartan Products (as defined
herein) worldwide (other than in Japan, which is not in their alliance) and
(ii) Clopidogrel Products (as defined herein) worldwide