[ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT , MARKED BY BRACKETS , HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE S ECURITIES AND E XCHANGE C OMMISSION PURSUANT TO R ULE 24B-2 OF THE S ECURITIES E
XCHANGE A CT OF 1934, AS AMENDED .
E XHIBIT 10.1
AMENDED AND RESTATED
This Amended and Restated Agreement (this “ Agreement ”) is made effective as of June 10, 2004 (the “ Effective Date ”), by
and between Fujisawa Healthcare, Inc., a Delaware corporation (“ Fujisawa ”), having an address of Parkway North Center,
Three Parkway North, Deerfield, Illinois 60015, and Gilead Sciences, Inc., a Delaware corporation (“ Gilead ”), having an address
of 333 Lakeside Drive, Foster City, California 94404. Fujisawa and Gilead are sometimes referred to herein individually as a “
Party ” or “ party ” and collectively as the “ Parties ” or “ parties ”.
W HEREAS , Fujisawa, as successor to Fujisawa USA, Inc., a Delaware corporation, and Gilead, as assignee of Vestar, Inc.,
a Delaware corporation, are parties to the Agreement dated August 9, 1991 (the “ Termination Agreement ”), as amended as of
May 17, 1994, April 3, 1995 and March 4, 1996 (collectively, the “ Amendments ”); and
W HEREAS , Fujisawa and Gilead desire to restate one integrated document the terms and provisions of the Termination
Agreement as amended by the Amendments in order to dispense with the need to review the several documents constituting
the Termination Agreement and the Amendments.
N OW T HEREFORE , in consideration of recitals and the mutual covenants set forth the Termination Agreement and
Amendments, the sufficiency of which is hereby acknowledged, the Parties agree that the terms of the Termination Agreement
as so amended by the Amendments through March 4, 1996, the date of the last Amendment (and with no other or further
amendments except for the specific dates inserted in Sections 4.3(c) and 14.4 in lieu of the references in such sections to “the
date hereof’ in order that such ref