[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
Drug Product Development and Clinical Supply Agreement
THIS DRUG PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT (the “ Agreement ”) is effective as of the
28th day of April 2006 (the “ Effective Date ”).
BY AND BETWEEN:
NUVELO, INC. , a corporation organized and existing under the laws of the state of Delaware, with its principal offices located
at 201 Industrial Road, Suite 310, San Carlos, CA 94070 (hereinafter referred to as “ NUVELO ”);
BAXTER PHARMACEUTICAL SOLUTIONS LLC , a Delaware limited liability company, with a place of business located at
927 South Curry Pike in Bloomington, Indiana 47403 (hereinafter referred to as “ BPS ”);
WHEREAS, NUVELO has rights to patents, formulations and know-how related to each Drug Product, as defined below;
WHEREAS, BPS has the expertise and the manufacturing facility suitable for the Production (as defined below) and
Development (as defined below) of Drug Product;
WHEREAS, NUVELO wishes to have BPS Produce and Develop Drug Product and BPS wishes to Produce and Develop Drug
Product for NUVELO;
NOW, THEREFORE, in consideration of the premises and the undertakings, terms, conditions and covenants set forth below,
the Parties hereto agree as follows:
Article 1, DEFINITIONS.
the sections of the FD&C Act relating to biologics manufacture, as amended from time to time, the regulations
promulgated pursuant thereto, and any successor laws, rules or regulations of any of the preceding. A law that
applies specifically to the Production of Drug Product, and not generally to the production of pharmaceutical
products, does not become an Applicable Law under this Agreement until it is disclosed in written or Electronic form
to BPS by NUVELO.