*** Indicates portions subject to a request for confidential treatment and filed separately with the Commission.
SECOND AMENDED AND RESTATED PRODUCT DEVELOPMENT
AND DISTRIBUTION AGREEMENT
This Second Amended and Restated Product Development and Distribution Agreement (the "Agreement") is
made as of this 1st day of May, 1996,
by and between
ASTRA AB, formerly known as AB ASTRA, a corporation organized under the laws of Sweden, having its
principal office at Vastra Malarehamnen 9, S-151 36 Sodertalje, Sweden ("ASTRA"),
T CELL SCIENCES INC., a corporation organized under the laws of the State of Delaware, U.S.A., having its
principal place of business at 119 Fourth Avenue, Needham, MA 02194-0771 U.S.A. ("TCS").
R E C I T A L S:
This Agreement was originally made as of January 30, 1992, amended by Amendment No. 1 dated as of June
30, 1992, and amended and restated by the First Amended and Restated Product Development and Distribution
Agreement dated as of December 10, 1993 ("First Amended and Restated Agreement"). The parties intend in
this Agreement to further amend and restate the prior Agreement and to supersede the prior Agreement, as
amended and restated, including the TCAR Division Amendment.
TCS possesses rights to developments and technology, patents, patent applications and know-how (including
without limitation patents, patent applications and know-how relating to compounds described in Exhibit F
hereto) and certain biological processes, all of which constitute TCAR Technology.
ASTRA and TCS have been and are working jointly and exclusively with one another, using their respective
skilled personnel and facilities for the further development of TCAR Technology into Products suitable for
commercial sale in the Field of Use.
The parties have been and are cooperating with each other and using their resources, expertise and capabilities to
assist in the discovery and development of Agents and Products, and they have been and are using their