• MANUFACTURING AGREEMENT http://snurl.com/1zf23
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf20
• LICENSE AGREEMENT http://snurl.com/1zf1y
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf1t
• AMENDMENT TO LICENSE AGREEMENT http://snurl.com/1zf1r
• DOLBY SYSTEM LICENSE AGREEMENT http://snurl.com/1zf1q
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zf1p
• RESELLER AGREEMENT http://snurl.com/1zf1n
• SERVICES AGREEMENT FOR PRODUCTION AND RELEASE TESTING OF ENCAPSULATED PORCINE XENOTRANSPLANT PRODUCTS http://snurl.com/1zf1j
• MANUFACTURING AGREEMENT http://snurl.com/1zf1g
• SUB-LICENSE AGREEMENT http://snurl.com/1zf1a
• LICENSE AGREEMENT http://snurl.com/1zf18
• Agreement for Promotion, Fulfillment and Distribution Of State Farm “Value Add” Product http://snurl.com/1zf16
• INTELLECTUAL PROPERTY SECURITY AGREEMENT http://snurl.com/1zf14
• LICENSE AGREEMENT http://snurl.com/1zf12
• Agreement for Promotion, Fulfillment and Distribution Of National Healthcare Card http://snurl.com/1zf10
• K?FUEL® PROJECTS PARTICIPATION AND DEVELOPMENT AGREEMENT http://snurl.com/1zep1
• Agreement for Promotion, Fulfillment and Distribution http://snurl.com/1zel2
• STRATEGIC ALLIANCE AGREEMENT http://snurl.com/1zekz
• DEVELOPMENT AND LICENSE AGREEMENT http://snurl.com/1zeky
• DEVELOPMENT AND LICENSE AGREEMENT http://snurl.com/1zekw
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zekv
• EXCLUSIVE SUBLICENSE AGREEMENT http://snurl.com/1zekt
• Sublicense and Supply Purchase Agreement http://snurl.com/1zekr
• ASSET PURCHASE AGREEMENT http://snurl.com/1zekm
• RESTATED LICENSE AGREEMENT http://snurl.com/1zekk
• TECHNOLOGY ASSIGNMENT AGREEMENT http://snurl.com/1zekj
• STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR http://snurl.com/1zekf
• AMENDED AND RESTATED RESEARCH, DEVELOPMENT AND SUPPLY AGREEMENT http://snurl.com/1zekd
• DEVELOPMENT AND SUPPLY AGREEMENT http://snurl.com/1zeka
• ADMINISTRATIVE SERVICES AGREEMENT http://snurl.com/1zek7
• AUTHORIZED RESELLER AGREEMENT http://snurl.com/1zek6
• Amendment No. 3 to Trade Name License Agreement http://snurl.com/1zek3
• EMPLOYMENT AGREEMENT http://snurl.com/1zek1
• Amendment No. 14 to Trade Name License Agreement http://snurl.com/1zejz
• SUPPLY AND DISTRIBUTION AGREEMENT http://snurl.com/1zejv
• MANUFACTURING AGREEMENT http://snurl.com/1zejt
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejs
• AMENDMENT NO. 1 (RENEWAL) TO TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejr
• TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejm
• AMENDMENT NO. 2 (RENEWAL) TO TRADEMARK LICENSE AGREEMENT http://snurl.com/1zejk

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This Manufacturing and Product Purchase Agreement (“PPA”) is made as of March 9, 2007 (“Effective Date”) by and among Cisco Systems International B.V., a Netherlands corporation, having its principal place of business at Haalerbergpark, Haalerbergweg 13-19, 1101 CH, Amsterdam, The Netherlands (“Cisco BV”), and Solectron Corporation, a corporation organized under the laws of Delaware and having a place of business at 847 Gibraltar Drive, Milpitas, CA 95035 (“CM”), and each Signing Affiliate (as defined below). CM and each Signing Affiliate are referred to herein individually as a “Supplier” and collectively as the “Suppliers”. Cisco BV, CM and each Signing Affiliate are referred to herein individually as a “party” and collectively as the “parties”.
This PPA has the following attachments, which are incorporated into this PPA by this reference and made a part hereof:

Exhibit A Service Level Addendum
Exhibit B Cisco BV Proprietary Technology
Exhibit C Approved Third Parties
Exhibit D CM Affiliates and Sites
Exhibit E Form of Authorized Sublicense Agreement
Exhibit F Split Suppliers at United States Sites

***

2.0 MANUFACTURE AND PURCHASE OF PRODUCTS

2.1 Manufacture of Products and Related Services. Under the direction and oversight of Cisco BV, including, without limitation, its quality control requirements, each Supplier shall (a) manufacture Products and Components and either (i) sell Products immediately following completion of Packout to Cisco BV, or (ii) transfer or sell Products to another Supplier or to an Approved Third Party either for subsequent sale to Cisco BV or for incorporation into other Products that are sold to Cisco BV by such other Supplier or an Approved Third Party, or (iii) transfer or sell Components to another Supplier or to an Approved Third Party for incorporation into Products that are sold to Cisco BV by such other Supplier or an Approved Third Party; and (b) perform all necessary and appropriate ancillary activities pursuant to this PPA, including without limitation the installation of copies of Installed Software on Products on behalf of Cisco BV, and the provision of assembly, test, failure analysis, materials purchasing, materials management, packaging, new Product introduction, and delivery services to Cisco BV or Cisco BV’s designated recipients in accordance with all SLA terms, Specifications, cycle times, Price and other applicable quality requirements, as they may be amended by the parties from time to time. Each Supplier shall design, measure and maintain capable, technologically current processes for manufacturing Products that are consistent with the technology requirements for such Products. Such processes shall include, without limitation, new product introduction services, such as design for manufacturing, design for test and design for assembly. Each Supplier’s manufacturing processes shall correspond to all Specifications, including, without limitation, any new product introduction standards provided by Cisco BV. Each Supplier agrees to employ effective controls to identify and contain Product defects. No other party shall have any right to the output of Products or Liable Components of any Supplier, except as specifically provided in this PPA. No Supplier shall have any right to deal with or dispose of Products or Liable Components except as explicitly authorized in this PPA, nor to sell Products or Liable Components to, or to install copies of Installed Software for, any party, except as specifically provided in this PPA.
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***

2. Scope of Agreement.
2.1 Supply of PRODUCTS. BIO-RAD agrees to manufacture and sell PRODUCTS to CIPHERGEN as requested by CIPHERGEN. Subject to the terms and conditions of this Agreement, BIO-RAD shall fill CIPHERGEN’s requirements for PRODUCTS, including the manufacture, sale and delivery of PRODUCTS to CIPHERGEN, and CIPHERGEN shall purchase from BIO-RAD CIPHERGEN’s requirements for PRODUCTS.

2.2 Technical Support and Maintenance and Repair Services. With respect to PRODUCTS purchased by CIPHERGEN hereunder, BIO-RAD shall be responsible for providing all applicable warranty service to CIPHERGEN pursuant to Section 6.1, and CIPHERGEN shall be responsible for providing all technical support, warranty, maintenance and repair services to its customers.

3. Purchase and Sale of Products.
3.1 Forecasts. During the term of this Agreement, CIPHERGEN shall provide quarterly, non-binding twelve (12) month rolling forecasts to BIO-RAD, which shall include the quantity and type of PRODUCTS anticipated to be ordered and the anticipated Delivery Date(s). CIPHERGEN may provide revised forecasts to BIO-RAD as necessary to accommodate CIPHERGEN’s changing requirements for PRODUCTS. Forecasts shall be provided to BIO-RAD within ten (10) business days of the end of each calendar quarter. Failure to timely provide forecasts and revisions to forecasts may affect BIO-RAD’s ability to meet CIPHERGEN’s requested Delivery Date(s). If CIPHERGEN places a Purchase Order that exceeds the forecasted amount, BIO-RAD shall use reasonable efforts to fill the Purchase Order, but shall not be liable for failing to supply any amount in excess of the applicable forecast.
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This Master Agreement, including the Exhibits hereto (this “Agreement”), is entered into as of February 27, 2006 (the “Effective Date”) by and between, on the one hand, Sipex Corporation, a Delaware corporation with its principal place of business at 233 South Hillview Drive, Milpitas, CA 95053, U.S.A. (“Sipex”) and, on the other hand, Hangzhou Silan Microelectronics Co., Ltd., a China limited liability company with its principal place of business at No. 4 Huang Gu Shan Road, Hangzhou, People’s Republic of China: Postcode 310012 (“Silan Micro” or “Parent”) and Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability company with its principal place of business at No. 10 Road, East HETZ, Hangzhou (Xiasha), People’s Republic of China, Postcode: 310018 (“Silan IC”, Parent and Silan IC are referred to collectively and individually as “Silan” (as the context requires) and together with Sipex, are referred to individually as a “Party” and collectively as the “Parties”).

RECITALS

WHEREAS, Sipex is engaged in the business of designing, manufacturing and marketing high performance, analog integrated circuits that are used primarily by original equipment manufacturers operating in the computing, consumer electronics, communications and networking infrastructure markets;

WHEREAS, Silan is engaged in the business of designing, developing and manufacturing semiconductor products in China;

WHEREAS, Sipex wishes to cease its wafer fabrication operations at the Sipex Facility in the United States;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Process Technology Transfer and License Agreement (or “PTTLA”) pursuant to which, among other things, Sipex will transfer the Sipex Process Technology to Silan resulting in Silan having a “copy exact” version, where possible, of the Sipex Process Technology qualified in the Silan Facility;

WHEREAS, pursuant to the PTTLA, Sipex will also grant to Silan a license to use the Sipex Process Technology to manufacture semiconductors in the Silan Facility;

WHEREAS, the Parties will work together to enable Silan to manufacture semiconductor wafers using the Sipex Process Technology, such collaboration to include, among other things, technical cooperation, qualification of the Sipex Process Technology and wafer testing and introduction of new Sipex products using the Sipex Process Technology;

WHEREAS, the Parties expect that the transfer of the Sipex Process Technology will commence upon execution of this Agreement and expect to complete such transfer within one (1) year of the date of that certain Term Sheet entered into by and between Parties;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Production Equipment Sale Agreement pursuant to which Sipex will transfer the Production Equipment at the Sipex Facility to Silan. This transfer is expected to be delivered following the successful qualification of the Sipex Process Technology in the Silan Facility as evidenced by Silan successfully manufacturing and supplying semiconductors using the Sipex Process Technology;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Wafer Supply Agreement pursuant to which, among other things, Silan will manufacture and supply to Sipex semiconductor wafers based on Sipex Maskworks manufactured using the Sipex Process Technology;

WHEREAS, Sipex shall grant Silan a license under Sipex’s Intellectual Property Rights to manufacture certain semiconductor devices in the Silan Facility based on Sipex Maskworks and to sell such products in, and only for use in, Greater China;

WHEREAS, pursuant to and subject to the terms and conditions of the Wafer Supply Agreement, among other things, Sipex has agreed to minimum order commitments and Silan has agreed to minimum supply commitments; and

WHEREAS, the Parties intend in this Agreement, including the other Transaction Agreements and Exhibits hereto, to set forth the entire understanding and agreement between them regarding the Transaction.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties hereto agree as follows:

***

ARTICLE 6
INDEMNIFICATION

6.1 Indemnification by Silan .

Silan shall indemnify and hold harmless the Sipex Indemnitees from and against any and all Liabilities that relate to, arise out of or result from any of the following items (without duplication):

any breach by Silan of its representations and warranties under the Transaction Agreements; and

any matters for which Silan is expressly obligated to indemnify any Sipex Indemnitees under any Transaction Agreements.

6.2 Indemnification by Sipex .

Sipex shall indemnify and hold harmless the Silan Indemnitees from and against any and all Liabilities that relate to, arise out of or result from any of the following items (without duplication):

any breach by Sipex of its representations and warranties under the Transaction Agreements; and

any matters for which Sipex is expressly obligated to indemnify any Silan Indemnitees under any Transaction Agreements.

6.3 Procedures for Defense, Settlement and Indemnification of Third Party Claims .

A Party entitled to indemnification pursuant to this Article 6 (the “Indemnified Party”) in connection with an Action initiated by a third party (any such claim or Action, a “Third Party Claim”), shall notify the Party obligated to indemnify it (the “Indemnifying Party”) in writing, and in reasonable detail, of that Third Party Claim as soon as practicable after receipt of notice of that Third Party Claim, except that any failure to give any such notification shall not affect the Indemnifying Party’s obligation to indemnify the Indemnified Party except to the extent the Indemnifying Party’s ability to provide indemnification is prejudiced as a result of that failure.

The Indemnifying Party may participate in the defense of the Third Party Claim and, if it so chooses, assume at its expense the defense of that Third Party Claim with counsel of its choice; provided that such counsel must be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall also be entitled to participate in the defense of the Third Party Claim and to employ counsel, at its own expense (subject to the foregoing sentence), separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall be entitled to control that defense except as stated herein. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party Claim or as stated herein.

If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis.

In the event that a matter arises that would give rise to a claim of indemnification both by Silan against Sipex and by Sipex against Silan, then, to the extent of such overlapping claim of indemnification, Silan’s obligation to indemnify Sipex shall prevail and Sipex shall not have the obligation to indemnify Silan (but only to the extent of such overlapping claim).

6.4 Additional Matters .

Rights Cumulative. The remedies provided in this Article 6 shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Indemnification Payments. Indemnification required by this Article 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred.

6.5 No Representation or Warranty .

Except as otherwise explicitly set forth in any Transaction Agreement, Sipex does not make any representation as to, warranty of or covenant with respect to:

the value of any asset or thing of value to be transferred to Silan;

the freedom from encumbrance of any asset or thing of value to be transferred to Silan; or

the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon its execution, deliver and filing.

Except as may expressly be set forth in any Transaction Agreement, all assets and rights to be transferred or licensed to Silan shall be transferred or licensed, as the case may be, “AS IS, WHERE IS” and without warranty of any kind. Except as may expressly be set forth in any Transaction Agreement, Silan shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in Silan good and marketable title, free and clear of any lien, claim, equity or other encumbrance.

6.6 Warranty Disclaimer and Limitation of Liability .

EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH HEREIN OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, SIPEX AND SILAN DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, FOR ANY TECHNOLOGY, TECHNICAL INFORMATION, OR ANY OTHER INFORMATION OR MATERIALS, OR ANY PART THEREOF, PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH HEREIN OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, SIPEX AND SILAN EXPRESSLY DISCLAIM ANY WARRANTY THAT THE OTHER PARTY’S USE OF TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. NEITHER SIPEX NOR SILAN AUTHORIZE ANY PERSON TO ASSUME FOR EITHER OF THEM ANY LIABILITIES IN CONNECTION WITH THIS AGREEMENT.

THE LIMITATIONS ON LIABILITY SET FORTH IN THESE SECTIONS 6.6 (c)-(e) SHALL (I) APPLY ONLY TO THOSE MATTERS FOR WHICH A LIMITATION OF LIABILITY IS NOT OTHERWISE EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT AND (II) NOT APPLY TO SILAN’S OR SIPEX’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR TO SILAN’S OR SIPEX’S MATERIAL BREACH OF Article 4.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE TOTAL AGGREGATE LIABILITY OF SILAN ARISING OUT OF OR RELATING TO THE PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID OR PAYABLE TO SIPEX UNDER SUCH AGREEMENT.

THE TOTAL AGGREGATE LIABILITY OF SIPEX ARISING OUT OF OR RELATING TO (I) THE PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID BY SILAN UNDER SUCH AGREEMENT; (II) THE PTTLA SHALL BE AMOUNTS PAID OR PAYABLE BY SILAN THEREUNDER; (III) THE PRODUCT LICENSE AGREEMENT SHALL BE AMOUNTS PAID TO SIPEX THEREUNDER WITH RESPECT TO THE PRODUCT THAT GIVES RISE TO SUCH LIABILITY; AND (IV), THE WAFER SUPPLY AGREEMENT, THE AMOUNTS PAID OR PAYABLE TO SILAN THEREUNDER WITH RESPECT TO THE PRODUCT THAT GIVES RISE TO SUCH LIABILITY.

6.7 Survival of Indemnities .

The rights and obligations of the Sipex Indemnitors and the Silan Indemnitors under this Article 6 shall survive the sale or other transfer by any Party of any assets or businesses or the assignment by it of any Liabilities or the sale by any Sipex Indemnitor or Silan Indemnitor of the capital stock or other equity interests of any Subsidiary or Affiliated Company to any Person.
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Patheon shall provide the Manufacturing Services for the unit prices as set out in Schedule C and other relevant Schedules attached hereto in order to produce Product for the Client. The Client shall purchase Product for sale in the Territory from Patheon pursuant to the terms of this Agreement. For the sake of clarity, the Client may obtain manufacturing services relating to the Product also from one or more third parties, and Patheon shall, at the Client’s cost and expense, use commercially reasonable efforts to cooperate with the Client to transfer the manufacturing process associated with the Product to the Client during the term of this Agreement, subject to Article 8. In providing the Manufacturing Services, Patheon shall perform each of the following services:

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[ * ] Confidential Treatment Requested

2.3.1 Within 30 days after the end of each Year, starting from the end of Year 2008, Patheon shall provide the Client with a yearly inventory report and reconciliation of the API held by Patheon, which shall contain the following information for any Year:

Quantity Received: The total quantity of API received at the Facility during the applicable Year that passes Patheon’s inspection described in Section 2.2(a).

Quantity Dispensed: The total quantity of API dispensed at the Facility during the applicable Year. The Quantity Dispensed is calculated by determining (i) the Quantity Received, plus the inventory of API (including both the API not used at such date and the work-in-process API) held by Patheon, at the beginning of the applicable Year, less (ii) the inventory of usable API held at the end of such Year (including both the API not used at such date and the work-in-process API).

Quantity Converted: The total amount of API contained in the Product produced during the applicable Year and delivered by Patheon and not rejected as deficient Product or subject to recall or return pursuant to Sections 6.3 or 6.5, respectively.

After Patheon has produced a minimum of 10 batches (including the validation batches) and following the resolution of the issues set forth in Section 2.3.3 below and for any Product and has produced batches for at least 6 months at the Facility pursuant to this Agreement, the Parties will mutually agree in writing on the permanent target yield in respect of the Product at the Facility (each, a “Target Yield” Thereafter, Patheon shall strive to maintain the actual annual yield (“Actual Annual Yield” or “AAY”) levels for the Product above the applicable Target Yield. The Target Yield shall be calculated as the mean of Quantity Converted divided by Quantity Dispensed for each of the 10 or more batches produced referenced above.

2.3.2 By December 31 of each Year, starting on December 31, 2008, Patheon shall provide to the Client a report (with accompanying calculation) reflecting the AAY at the Facility for such Year. The AAY shall be reflected as a percentage determined by dividing (i) the annual Quantity Converted for the Year by (ii) the annual Quantity Dispensed for the Year.

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[ * ] Confidential Treatment Requested

Subject to Section 2.3.3, in the event that at the end of each Year the AAY in the relevant Year falls below the Target Yield as agreed pursuant to Section 2.3.1 (the percentage below the Target Yield, as applicable, being the “Shortfall Percentage”), Patheon shall owe an amount to the Client equal to the [ * ]% of the API Value of the API represented by the Shortfall Percentage (the “Shortfall Value”), up to the maximum amount as set out under Section 10.2(a)(iii). For the purposes of this Section 2.3.2, the Target Yield means the minimum average yield to be guaranteed by Patheon for the Product during each Year.

It remains however understood and agreed between the Parties that if at the end of the Year the AAY in the relevant Year exceeds the Target Yield as agreed pursuant to Section 2.3.1 (the percentage above the Target Yield, as applicable, being the “Over Percentage”), any amount due to the Client pursuant to Section 10.2(a)(ii) shall be reduced/offset by the API Value corresponding to the Over Percentage for all Products.

2.3.3 The Parties agree that Patheon shall not be responsible for any loss or damage occurring in the Products, in any combination (e.g. 5,000 IU and 20,000 IU) during the validation activities and/or the manufacture of the Product for its distribution on the market, in case that such loss or damage is due to the “[ * ] issue” and/or the “[ * ] issue” in the first ten (10) lots (combination of 5,000 IU and 20,000IU Products) (“Assessment Lots”) following implementation of the [ * ].

The Client agrees to be invoiced on a per-batch basis for the Assessment Lots at a price detailed in Schedule C. Following the completion of the Assessment Lots, the Parties agree to consult with each other in good faith to reach consensus that the “[ * ] issue” and “[ * ] issue” have been successfully resolved. In the event that the Parties agree that the issues associated with the [ * ] and [ * ] have been resolved, Patheon agrees to charge Client on a per-vial basis (Schedule C). If the issues associated with the [ * ] and [ * ] are not successfully resolved, invoicing will remain on a per-batch basis but Patheon agrees to continue to use reasonable best efforts to resolve the [ * ] and [ * ] issues and achieve the best possible yield.

Patheon shall provide the Manufacturing Services in accordance with:

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[ * ] Confidential Treatment Requested

ARTICLE 3

CLIENT’S OBLIGATIONS

Pursuant to the terms of this Agreement, the Client shall pay Patheon for the provision of the Manufacturing Services according to the prices specified in Schedule C hereto (such prices and fees being subject to adjustment in accordance with the terms hereof).

The Client shall, at its sole cost and expense, deliver Client released API to Patheon in such quantities and at such times as is otherwise sufficient to facilitate the provision of the Manufacturing Services by Patheon. The API shall be held by Patheon on behalf of the Client on the terms and subject to the conditions herein contained. The Parties acknowledge and agree that title to the API shall at all times belong to and remain the property of the Client. Patheon agrees that any API received by it shall only be used by Patheon to provide the Manufacturing Services.

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2.

TERM

This Agreement shall commence on the Commencement Date and shall continue unless and until terminated in accordance with the provisions of clause 13.

3.

GRANT

3.1

The Licensor hereby grants the Licensee on the terms of this Agreement a non transferable, limited licence to manufacture, market, promote, distribute and sub-licence the IPR on the terms of this Licence.

3.2

This Licence will, save for the Licence previously granted to Unilever, be exclusive.

3.3

For the avoidance of doubt, it is declared that the Licensee shall have no right to manufacture, use, sub-license or sell the Licensed Products otherwise than expressly licensed to the Licensee under this Agreement

4

4.

OBLIGATIONS OF THE LICENSOR

4.1

The Licensor shall:

4.1.1

carry out all its obligations within the times agreed or if not agreed within a reasonable time;

4.1.2

give to the Licensee such technical assistance and advice as the Licensee shall reasonably require from time to time during the continuance of this Agreement so as to enable the Licensee to sub-licence the IPR correctly and effectively, subject in the case of any work required, to the payment of its reasonable out-of-pocket expenses and always provided that the Licensor shall have no legal liability in respect of such advice and assistance;

5.

OBLIGATIONS OF THE LICENSEE

5.1

The Licensee shall promote, distribute, sell and commercialise the IPR and develop the market for it.

5.2

During this Agreement, the Licensee shall not act as agent of the Licensor, nor give any indication that it is acting otherwise than as principal, and in advertising or selling the Licensed Products not make any representation or give any warranty on behalf of the Licensor;

5.3.

The Licensee shall not grant any sub-licence without the consent in writing of Licensor. At least 7 days before granting any license a copy of it will be sent to Licensor for such approval and within 7 days of any Sub-License being granted by Licensee it shall provide a copy of the signed Sub-License to Licensor.

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