[*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
TD-6424 Active Pharmaceutical Ingredient
BY AND BETWEEN
SCINOPHARM TAIWAN, LTD.
BIDDLE SAWYER PHARMA LLC
THIS AGREEMENT, with an effective date of May 10, 2002 (“Effective Date”) is made by and between
ScinoPharm Taiwan, Ltd., a Taiwan corporation, having a principal place of business at No. 1, Nan-Ke 8
Road, Tainan Science-based Industrial Park, Shan-Hua Town, Tainan County 741, Taiwan, R.O.C.
(“ScinoPharm”), Biddle Sawyer Pharma LLC, having a principal place of business at 21 Penn Plaza, 360 West
31 Street, New York, NY 10001-2727 U.S.A. (“BSP”) and Theravance, Inc., a Delaware corporation,
having a principal place of business at 901 Gateway Blvd., South San Francisco, CA 90480, U.S.A.
WHEREAS, ScinoPharm is in the business of synthesizing and manufacturing chemicals, intermediates and the
active ingredients contained in pharmaceutical Products;
WHEREAS, BSP is ScinoPharm’s exclusive Distributor to Theravance and its Subcontractors;
WHEREAS, Theravance desires that ScinoPharm validate and manufacture TD-6424 using Theravance’s
Technology and ScinoPharm’s process in developmental and commercial quantities exclusively for Theravance,
and ScinoPharm is willing to validate the process of and manufacture TD-6424 for Theravance.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained
herein, Theravance, ScinoPharm and BSP agree as follows:
As used in this Agreement, the following words and phrases shall have the following meanings:
1.1 “Theravance Know-How” means all non-patented technical data, drawings, documentation
and other information, including all improvements thereto, not included in Theravance