AMENDED AND RESTATED RESEARCH AND
DEVELOPMENT SERVICES AGREEMENT
THIS AGREEMENT, made and entered into as of this 28th day of December, 1995, by and between BIO-
TECHNOLOGY GENERAL CORP., a Delaware corporation ("BTG U.S."), and BIO-TECHNOLOGY
GENERAL (ISRAEL) LTD., an Israeli corporation ("BTG ISRAEL").
W I T N E S S E T H :
WHEREAS, BTG ISRAEL has experience in the research and development of genetically engineered and other
products and has the facilities, equipment and employees that will permit it to carry out research and development
activities on behalf of BTG U.S.; and
WHEREAS, pursuant to a Research and Development Agreement dated as of May 9, 1983, BTG U.S. has
engaged BTG ISRAEL to render research and development services to BTG U.S. in connection with BTG U.S.'
research and development activities, and BTG ISRAEL is willing to provide such services; and
WHEREAS, from time to time BTG U.S. and BTG ISRAEL have modified the terms under which BTG
ISRAEL provides research and development services to BTG U.S.; and
WHEREAS, BTG U.S. and BTG ISRAEL desire to amend and restate the terms under which BTG ISRAEL
will continue to provide research and development services to BTG U.S.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. The following terms used in this Agreement shall have the meanings set forth below:
1.1. "Affiliate" shall mean an entity or person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, BTG U.S. For this purpose "control" means the
direct or indirect beneficial ownership of fifty percent (50%) or more of an entity's voting stock or equity.
1.2. "Chief Scientist" shall mean the office of the Chief Scientist of the State of Israel or any successor entity.
1.3. "Principal Investigators" shall mean those scientists and te