LIMITED PARTNERSHIP AGREEMENT ("Agreement") dated the day of April, 2002, among PAR SVC,
LLC, a New York limited liability company ("PAR"), SVC PHARMA INC., a Delaware corporation ("SVC"),
and UDF LP, a Delaware limited partnership ("UDF"),
W I T N E S S E T H :
WHEREAS, SVC, PAR and UDF desire to form a limited partnership upon the terms and conditions set forth
NOW, THEREFORE, it is agreed as follows:
Section 1. FORMATION. SVC, PAR and UDF hereby form a limited partnership (the "Partnership") pursuant
to the provisions of the Delaware Revised Uniform Limited Partnership Act, as the same may be amended from
time to time (the "Delaware Act").
Section 2. PARTNERS.
(a) GENERAL PARTNER. SVC shall be the general partner of the Partnership.
(b) LIMITED PARTNERS. PAR and UDF shall be the limited partners of the Partnership.
(c) DEFINED TERMS. SVC, together with any person or entity that becomes a substituted or additional general
partner as provided herein, shall sometimes be referred to herein as the "General Partner," PAR and UDF,
together with any person or entity that becomes a substituted or additional limited partner as provided herein,
shall sometimes be referred to herein individually, as a "Limited Partner," and collectively, as the "Limited
Partners," and the General Partner and the Limited Partners shall sometimes be collectively referred to herein as
Section 3. NAME. The business of the Partnership shall be conducted under the name SVC Pharma LP or such
other name or names as the General Partner may determine.
Section 4. PURPOSES. The purpose of the Partnership is to research, develop, commercialize and market
pharmaceutical preparations for human therapy as from time to time determined by the General Partner through
subcontracting arrangements or otherwise, and any business ancillary or incidental to or in furtherance of any of
the foregoing purpose, and such other business or businesses as the General Partner may, from time to time,
determine to b