TABLE OF CONTENTS
THIS MASTER AGREEMENT (“Agreement”) is effective as of December 1, 2005 (“Effective Date”) by and between OSG
NORWICH PHARMACEUTICALS, INC., incorporated under the laws of Country, with its principal place of business 6826 State
Highway 12, Norwich, NY 13815 (“OSG”), and ViroPharma Incorporated, incorporated under the laws of Delaware, with its
principle place of business at 397 Eagleview Boulevard, Exton, Pennsylvania (“ViroPharma”).
WHEREAS, OSG is a contract development, manufacturing, and packaging company. OSG is a full-service outsourcing
provider of Rx and OTC pharmaceuticals offering comprehensive manufacturing support — from clinical trial through scale-up
to commercial launch for the production, packaging and distribution of solid dose, semi-solid and liquid medications.
WHEREAS, ViroPharma may utilize the contract development, manufacturing and/or packaging services of OSG from time
to time pursuant to the terms of this Agreement and any mutually agreed upon Project Agreements (hereafter defined), and OSG
desires to provide such services to ViroPharma.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, OSG and ViroPharma
(which shall also hereinafter be referred to individually as a “Party” or collectively as the “Parties”) hereby agree as follows:
3 INTELLECTUAL PROPERTY
4 FORECASTS, ORDERS, AND SHIPPING
6 VIROPHARMA SUPPLIED MATERIALS
7 OSG SUPPLIED MATERIALS
9 SUPPLIER RELATIONSHIP
10 REPRESENTATIONS AND WARRANTIES: VIROPHARMA
11 REPRESENTATIONS AND WARRANTIES: OSG
13 OTHER COVENANTS AND AGREEMENTS
14 INDEMNIFICATION; REMEDIES