to enter into the following
agreements;
(a) a Partnership Agreement (the " Territory B Partnership Agreement") between
Bristol-Myers Squibb Company Investco, Inc. and Sanofi Pharmaceuticals, Inc. for
the Territory B Partnership and its governing committee, the Territory
Management Committee (the "Territory Management Committee");
(b) a Clopidogrel Intellectual Property License and Supply Agreement (the
"Clopidogrel License and Supply Agreement") between the Territory B Partnership
and Sanofi for the license of certain patent, trademark and know-how rights for
Clopidogrel and Clopidogrel Products from Sanofi to the Territory B 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 Territory B Partnership and Sanofi for the
license of certain patent, trademark and know-how rights for Irbesartan and
Irbesartan Products from Sanofi to the Territory B 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 and their respective Affiliates for the supply of active substance
chemical bulk for Irbesartan;
(e) a Product Know-Know License Agreement (the "Know-How License Agreement")
among the Territory B 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 Territory B 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;
SS_NYL2/121582 19 (PA_1/79523 2)
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
3
(f) a Development Services Agreement (the "Development Services Agreement")
among the Territory B Partnership, an Affiliate of Sanofi and E.R. Squibb &
Sons, Inc. pursuant to which such Affiliate of Sanofi and E.R. Squibb & Sons,
Inc. will provide services to the Territory B 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;
(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 Territory B 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 Territory B Partnership and E.R. Squibb & Sons, Inc. for the
provision of administrative and operating services to the Territory B
Partnership; and
WHEREAS, the Parties wish to enter into this Agreement