CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION
SUPPLY AND DISTRIBUTION AGREEMENT
THIS SUPPLY, DISTRIBUTION AND MARKETING AGREEMENT (the "Agreement") is hereby entered
into and effective as of September 4, 2003 (the "Effective Date") by and between Advancis Pharmaceutical
Corporation ("Advancis"), a Delaware corporation, having an address at 20425 Seneca Meadows Parkway,
Germantown, MD 20876, and Par Pharmaceutical, Inc. ("Par"), a Delaware corporation with offices located at
One Ram Ridge Road, Spring Valley, New York 10977.
WHEREAS, Advancis is engaged in the development of pharmaceutical products and wishes to provide Par with
rights to promote, sell and distribute certain of its products in the Territory;
WHEREAS, Par desires to market and sell certain of Advancis's products in the Territory NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereby agree as follows:
ARTICLE 1. DEFINITIONS
1.1. "ACQUISITION PRICE" means Par's actual out of pocket expense for API and fully packaged Product as
paid to Advancis or to a Third Party manufacturer.
1.2. "ADVANCIS APPLICABLE PERCENTAGE" means [***] or the percentage set forth in Section 6.6 in
the event that Advancis reduces the Advancis Applicable Percentage pursuant to Section 6.6.
1.3. "AFFILIATE(S)" means any Person (defined below) which directly or indirectly controls, is controlled by,
or under common control with a Party. For purposes of the foregoing definition, the term "control" (including with
correlative meaning, the terms "controlling", "controlled by", and "under common control with") as used with
respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through ownership of voting securities, by
contract, or otherwise.
1.4. "ANDA" means an