DEVELOPMENT AND CLINICAL MANUFACTURING AGREEMENT
This Development and Clinical Manufacturing Agreement (the “Agreement”) is made as of April 18th, 2005,
(the “Effective Date”) between Advancis Pharmaceutical Corporation existing under the laws of United States of
America and having an address at 20425 Seneca Meadows Parkway, Germantown, Maryland 20876
(“Advancis”) and Clonmel Healthcare Limited existing under the laws of Ireland and having an address at
Waterford Road, Clonmel Co, Tipperary, Ireland (“Clonmel”), each a “Party” and collectively, the “Parties.”
A. Clonmel operates a multi-client manufacturing facility located at Waterford Road, Clonmel, Co.
Tipperary, Clonmel, Ireland (the “Facility”).
B. Advancis desires to have Clonmel manufacture certain products for certain clinical trials, site specific
stability batches, scale-up, process development and validation batches and Clonmel desires to manufacture such
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter
set forth, Clonmel and Advancis, intending to be legally bound, hereby agree as follows:
When used in this Agreement, capitalized terms shall have the meanings as defined below and throughout the
Agreement. Unless the context indicates otherwise, the singular shall include the plural and the plural shall include
1.1 “Advancis Approved Suppliers” means those suppliers approved by Advancis and as listed in
Schedule 4 and as modified from time to time by mutual written agreement of the Parties.
1.2 “Advancis Intellectual Property Rights” means Intellectual Property Rights made, conceived, developed
or reduced to practice during the Term by (a) Advancis or its employees or agents; or (b) by Clonmel or its
employees or agents; or (c) jointly by Advancis and Clonmel or their employees or agents; and that relate to
Product and/or the manufacture or u