Final Execution Version
This Development and Commercialization Agreement (this "AGREEMENT") is made and entered into this 28th
day of May, 2004 (the "EFFECTIVE DATE"), by and between Advancis Pharmaceutical Corporation, a
Delaware corporation ("ADVANCIS"), and Par Pharmaceutical, Inc., a Delaware corporation ("PAR").
WHEREAS, Advancis is the owner of certain patents and know-how relating to formulations for the
administration of antibiotics, including its proprietary PULSYS(TM) technology;
WHEREAS, Advancis has commenced the development of a PULSYS(TM)-based amoxicillin product; and
WHEREAS, Advancis and Par desire to collaborate in the further development and commercialization of a
PULSYS(TM)-based amoxicillin product.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Advancis
and Par agree as follows:
The following terms shall have the following meanings:
1.1. "ADULT PRODUCT" means a pharmaceutical presentation of the Compound (a) that utilizes or
incorporates PULSYS(TM), (b) that contains no active pharmaceutical ingredient (including any active
pharmaceutical ingredient that acts as an [***]) other than the Compound, and (c) that is used or is being
developed for the Adult Product Indication, other than formulations of Exhibit A.
1.2. "ADULT PRODUCT INDICATION" means [***] in adolescents/adults [***], and any other indication
agreed to by the Parties.
1.3. "ADVANCIS INDEMNIFIED PARTIES" has meaning set forth in Section 13.1.
1.4. "ADVANCIS KNOW-HOW" means Know-How owned by or licensed to Advancis, as of the Effective
Date or owned by or licensed to Advancis after the Effective Date, which Know-How relates to, underlies or
arises out of Advancis's proprietary technology that is used in the development, manufacture, use or sale of