ARTICLE II - COMPENSATION

ARTICLE III - OVERALL COLLABORATION STRUCTURE

ARTICLE IV - CO-PROMOTION TERRITORY

ARTICLE IVa - SECONDARY CO-PROMOTION TERRITORY

ARTICLE V - CO-MARKETING TERRITORY

ARTICLE VI - POTENTIAL CO-PROMOTION TERRITORY

ARTICLE VII - CONVERTED TERRITORIES

ARTICLE VIII - [RESERVED]

ARTICLE IX - MANUFACTURING AND SUPPLY

ARTICLE X - WHITE SPACE TERRITORY

ARTICLE XI - ACTIVITIES OUTSIDE THE TERRITORY

ARTICLE XII - INTELLECTUAL PROPERTY DISCLOSURE, RIGHTS AND ENFORCEMENT

ARTICLE XIII - CONFIDENTIALITY OF INFORMATION

ARTICLE XIV - REPRESENTATIONS AND WARRANTIES

ARTICLE XV - INDEMNIFICATION

ARTICLE XVI - DISPUTE RESOLUTION

ARTICLE XVII - TERM AND TERMINATION

ARTICLE XVIII - PRODUCT IMPROVEMENTS

ARTICLE XIX - ADVERSE EVENT REPORTING

ARTICLE XX - COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

ARTICLE XXI - ACCOUNTING

ARTICLE XXII - COMMERCIALIZATION OF SECONDARY PRODUCTS

ARTICLE XXIII - RISEDRONATE OTC RIGHT

ARTICLE XXIV - [RESERVED]

ARTICLE XXV - MISCELLANEOUS

Principles. The parties wish to establish an effective and efficient management coordination system so as to optimize the long term global profitability of the Products. The parties have agreed that the oversight and management structures established by the parties should facilitate quick decision-making and issue resolution, that work in the alliance management structure should be organized and carried out around business needs, not functional grouping and that work should be done at the most efficient geographic and organizational level possible. The parties have also agreed that the alliance management structure should facilitate maximum allowable collaboration between the parties to achieve these

goals, yet cause as little disruption as possible to the organizational structures of the parties and their Affiliates.

Budgets and Forecasts. Formal budgets and forecasts will be developed annually at each geographic level for work to be performed in the following Contract Year, and these annual budgets and forecasts will be agreed in writing no later than October 31 of the then current Contract Year; provided, however, that the annual budget and forecast for Contract Year 2005 will be agreed in writing no later than November 15, 2004. In the event that such budgets and forecasts have not been completed and approved by December 1 of the then current Contract Year, such budgets and forecasts will be referred to the Oversight Committee which will meet as necessary to resolve any differences and finalize such budgets and forecasts by December 31 of the then current Contract Year. Each such budget and forecast will also include projections for the six-month period following the end of the Contract Year in question and contain sufficient detail for three six-month periods to allow the parties’ Finance organizations to develop pro-forma budgets and forecasts to accommodate both companies’ planning processes. Each party’s internal planning process should include the most current input from the joint profit and expense outlooks. The Alliance General Managers and the Alliance Management Committee shall approve budgets and forecasts at the global level; region Presidents/Vice Presidents shall approve budgets and

forecasts delegated to the region level and country general managers shall approve budgets and forecasts delegated to the country level. The Alliance Management Committee shall also approve any budgets and forecasts delegated to the region level to the extent such budgets and forecasts have global impact; the region Presidents/Vice Presidents shall also approve any budgets and forecasts delegated to the country level to the extent such budgets and forecasts have regional impact. Only payments made or obligations incurred pursuant to budgets and forecasts approved at the appropriate level(s) shall be reimbursable.

Costs and Expenses of Alliance Management. Other than as specifically set forth in this Agreement or the other Collaboration Agreement Documents, each party shall bear its own costs and expenses of maintaining the members of the Oversight Committee, the Alliance Management Committee and the Research & Development Committee appointed by it, including, without limitation, the costs and expenses of salaries, benefits and travel. Except as set forth in note 4 of Schedule II(B), all costs and expenses to be shared by the parties pursuant to this Agreement must be expenses incurred on a basis

consistent with United Stated generally accepted accounting principles. Each invoice required to be provided to a party hereunder will be accompanied by appropriate and necessary supporting documentation.

Costs and Expenses of Studies. The R&D Costs of all P&G Studies, all R&D Costs related to R&D Efforts utilized exclusively by P&G in the Co-Marketing Territory or Converted Co-Marketing Territory and all R&D Costs related to any P&G Product Improvement shall be borne by P&G (such R&D Efforts, “P&G R&D Efforts,” and such R&D Costs, “P&G R&D Costs”). The R&D Costs of all API Studies, all R&D Costs related to R&D Efforts utilized exclusively by API in any Co-Marketing Territory, Converted Co-Marketing Territory, Potential Co-Promotion Territory, Primary Converted Co-Promotion Territory or White Space Territory and all R&D Costs related to any API Product Improvement shall be borne by API (such R&D Efforts, “API R&D Efforts,” and such R&D Costs, “API R&D Costs”). The R&D Costs of all Joint Studies, all R&D Costs related to Joint Product Improvements and all other R&D Efforts other

than those set forth in the two immediately preceding sentences (such R&D Efforts, “Joint R&D Efforts,” and such R&D Costs, “Joint R&D Costs”) shall be borne equally by the parties on a global or local basis, as appropriate.

Following the determination described in the first sentence of Section III(G)(4)(b), the parties will determine the scope of work to be performed by internal resources and the number of FTEs required to perform such work. Based on such determination, the Research & Development Committee will in good faith determine the most efficient division of FTEs between P&G, API and non-Affiliate third parties and recommend such determination to the Alliance Management Committee for approval;

provided, however, that each party may, at its option, perform up to fifty percent (50%) of the work to be performed in connection with research and development programs for the Product using its internal FTEs. The Alliance General Managers or other managers who commission Joint Studies, Joint Product Improvements or other research and development programs are authorized to reimburse a party in the event a party has a higher number of FTEs than the other party in respect of research and development programs for the Product. In furtherance of the foregoing, the parties will on a semi-annual basis be compensated and reimbursed for differences in FTE commitments agreed to in advance in the annual R&D Plan, taking into consideration any adjustments to such FTE commitments as a result of an amendment to an R&D Plan pursuant to Section III(G)(2). In furtherance of the foregoing, the party having the lower number of research and development FTEs shall pay to the other party an amount equal to fifty percent (50%) of the difference between the number of research and development FTEs provided by each party. Any such amounts shall be paid in USD no later than sixty (60) days following the expiration of the relevant semi-annual period.

Promotional Commitments. In the event that one of the parties notifies the other party that it has reasonably determined that a Promotional Loss of Exclusivity has occurred in a given country, the parties will negotiate in good faith to determine whether it is advisable to reduce or otherwise modify the parties’ then current obligations and commitments to undertake Promotional Efforts or Marketing Efforts in the applicable country in the Co-Promotion Territory or Secondary Co-Promotion Territory pursuant to Sections IV(B)(4), IV(B)(7), IV(B)(9), IV(C)(2), IVa(B)(4), IVa(B)(7), IVa(B)(9) or IVa(C)(2) (collectively, the “Non-R&D Promotional Commitments”). In the event that the parties cannot mutually agree in good faith to any such reductions or modifications within thirty (30) days of the applicable notice, then (i) in the case of a Promotional Potential Loss of Exclusivity, the then current Promotional Commitments for such country shall remain in effect in accordance with the terms of this Agreement or (ii) in the case of a Promotional Actual Loss of Exclusivity, the then current Non-R&D Promotional Commitments for such country shall no longer apply and the parties will have no minimum Promotional Efforts or Marketing Efforts with respect to such country for the remainder of the Term.

Without limiting the foregoing or any other provision hereof, for the two-year period ending on the expiration of the Term (as it may be extended pursuant to Section XVII(A)), the parties shall have no obligation to commit to minimum spending levels in respect of Promotional Efforts or Marketing Efforts in the Co-Promotion Territory or the Secondary Co-Promotion Territory, including without limitation pursuant to the Co-Promotion Minimum Marketing Spend or the Secondary Co-Promotion Minimum Marketing Spend.

Obligation to Undertake Promotion Efforts. To establish each party’s obligations to undertake Promotion Efforts, the parties shall specify for each country in the Co-Promotion Territory for each semi-annual period an Alliance Detail Objective for both parties, a Sales Objective, a Primary Detail Cost, a Detail Commitment for each party and Non-Detailing Promotion Efforts for each party; provided, however, that in determining the Alliance Detail Objective, the parties will in good faith attempt to agree to target SOV Levels for each country that are (a) substantially competitive to the SOV Levels for the market-leading product most similar to the Product, without giving effect to temporary or unreasonable variations of such SOV Levels, and (b) consistent with the parties’ goal of maximizing sales and profits of the Product within the Co-Promotion Territory; provided, however that in the event the parties cannot agree for any country upon such target SOV Levels or cannot otherwise agree on the Alliance Detail Objective for such country, then the sum of the Alliance Detail Objectives for such country for the two semi-annual periods within a given Contract Year will equal at least ***** of the budgeted Detailing Efforts for

Contract Year 2004, as set forth in Schedule IV(B)(4). In the event that the parties agree upon the Alliance Detail Objective, each party’s Detail Commitment shall be at least ***** of the agreed upon Alliance Detail Objective; in the event the parties do not agree on the Alliance Detail Objective, then the sum of each party’s Detail Commitment for the two semi-annual periods within a given Contract Year shall be at least ***** of the budgeted Detailing Efforts for Contract Year 2004, as set forth in Schedule IV(B)(4). During the relevant semi-annual period, each party shall use commercially reasonable efforts to undertake Promotion Efforts within the applicable area, as established by the parties. Either party may engage Contract Representatives to fulfill up to ***** of the Detailing Commitment for such party within such country during any semi-annual period. The other party must first consent to the identity of the Contract Representatives to be engaged, which consent shall not be unreasonably withheld. Any party which engages Contract Representatives shall, at its own expense, provide adequate training with respect to the Product to the Contract Representatives, and, any Contract Representatives engaged by either party to fulfill Detailing Efforts in excess of ***** of such party’s Detailing Commitment must be Fully Dedicated Contract Representatives. All Promotion Efforts shall be performed in accordance with approved labeling and all applicable laws and regulations in the relevant country. While undertaking Promotion Efforts, Representatives may distribute samples and promotional materials for the Product to physicians, residents and others legally entitled to prescribe prescription drugs. Representatives shall distribute only promotional materials approved by the parties for each country. The quantity of samples of the Product and promotional materials to be provided to the Representatives of each party shall be determined by the parties consistent with each party’s obligations to undertake Promotion Efforts.

Tracking Detailing Efforts. Each P&G Affiliate and API Affiliate in the Co-Promotion Territory shall keep track of the number and priority of targeted and non-targeted Details performed by their Representatives and by their Contract Representatives, if applicable, in accordance with their normal internal reporting procedures. Within thirty (30) days after the last day of each semi-annual period,

each party’s Affiliate shall calculate their Actual Detailing Effort or ADE based upon actual Details performed as reflected in their respective internal selling records, and report to the other party’s Affiliate the number and priority of Details performed by its Representatives and Contract Representatives, if applicable, for such semi-annual period.

Non-Detailing Promotion Effort. In each country of the Co-Promotion Territory during the Term, P&G’s Affiliate in such country shall, unless otherwise agreed by the Alliance Management Committee, purchase from API’s Affiliate in such country, and such API Affiliate shall provide to P&G’s Affiliate in such country, Non-Detailing Promotion Effort. Such purchase and sale of such services shall be pursuant to a Marketing Services Agreement to be agreed between such Affiliates pursuant to the terms of Section IV(F). The parties will establish and agree to appropriate levels of Non-Detailing Promotion Effort for each semi-annual period. Valuation of Non-Detailing Promotion Effort in a country shall be in terms of the number of Full Time Equivalents. Each party’s Affiliate has the right, but not the obligation, to perform ***** of the required Non-Detailing Promotion Effort in a particular country. Each P&G and API Affiliate in the Co-Promotion Territory shall keep track of the costs and expenses for Non-Detailing Promotion Efforts incurred by such Affiliate. Within thirty (30) days after the last

day of each Quarter, each Affiliate shall report to the other party’s Affiliate in such country the costs and expenses for Non-Detailing Promotion Efforts incurred by such Affiliate for the Quarter and each API Affiliate shall invoice the P&G Affiliate in its country for, and each P&G Affiliate shall pay the API Affiliate in its country for such costs and expenses plus a service mark up of ***** of such costs and expenses, plus VAT, if applicable.

Marketing Effort Costs. In each country of the Co-Promotion Territory during the Term, P&G’s Affiliate in such country shall, unless otherwise agreed by the Alliance Management Committee, purchase from API’s Affiliate in such country, and such API Affiliate shall provide to P&G’s Affiliate in such country, Marketing Efforts. Such purchase and sale of such services shall be pursuant to a Marketing Services Agreement to be agreed between such Affiliates pursuant to the terms of Section IV(F). The parties shall establish and agree to appropriate levels of Marketing Effort for each Quarter. Each P&G and API Affiliate in the Co-Promotion Territory shall keep track of the costs and expenses for Marketing Efforts incurred by such Affiliate. Within thirty (30) days after the last day of each Quarter, each Affiliate shall report to the other party’s Affiliate in such

country the costs and expenses for Marketing Efforts incurred by such Affiliate for the Quarter and each API Affiliate shall invoice the P&G Affiliate in its country for, and each P&G Affiliate shall pay the API Affiliate in its country for such costs and expenses plus a service mark up of ***** of such costs and expenses, plus VAT, if applicable.

Establishment. In each country within the Co-Promotion Territory, P&G shall undertake all commercially reasonable efforts to obtain all Health Registrations necessary, as the case may be, to market, promote, detail, distribute, sell and, if applicable, manufacture the Product in such countries, as soon as practicable after the Original Agreement Effective Date. If such filings have not been made in any country within three (3) months after the date of filing with the USFDA the NDA

or supplemental NDA for PMO for the Product, then API shall have the right, but not the obligation, to undertake the efforts to obtain such Health Registrations. P&G will work with API to develop Health Registration packages and filing strategies for Paget’s disease, PMO, corticosteroid induced osteoporosis and other indications intended to maximize the commercial success of the Product. The parties will cooperate to develop strategies to extend or modify existing Health Registrations for the Product and to obtain Health Registrations for any Joint Product Improvement. If the parties disagree on the content of such Health Registration packages or filing strategies, said disagreement shall be immediately referred to the Oversight Committee Leaders for resolution and the party referring the disagreement to the Oversight Committee Leaders shall give notice of such disagreement to the other party in accordance with Section XXV(M). If the Oversight Committee Leaders or their designees cannot agree within five (5) Business Days of such referral, P&G’s position shall prevail. Internal administrative costs and expenses and all country specific registration fees (including without limitation user fees) of obtaining and maintaining Health Registrations within the Co-Promotion Territory shall be ***** as part of Joint R&D Costs.

Expenses. P&G and API shall bear ***** all reasonable costs and expenses of any Recall within the Co-Promotion Territory; provided, however, that if such

Recall is due in whole or in part to the gross negligence or intentional misconduct on the part of only one party, such party shall fully bear all of the cost and expense for the Recall. Determination of gross negligence or intentional misconduct shall be made by arbitration pursuant to Section XVI(B)(1).

Conversion of Italy. Notwithstanding the provisions of Article VII(E), in the event that the parties agree (1) that co-promotion of the Actonel business in Italy (“Actonel”) is a legally viable option and (2) to a level of Marketing Efforts in support of Actonel for the two-year period ending June 30, 2007, then API may, by giving P&G thirty (30) days prior notice provided before June 30, 2005, convert Italy from the Co-Marketing Territory into the Co-Promotion Territory (such conversion, the “Italy Conversion”); provided, however, that in such event Italy will not be deemed to have been converted under the provisions of Section VII(E). Following the Italy Conversion, and except as specifically set forth in this Section IV(K), the rights and obligations of the parties with respect to Italy will be the same as if Italy were within the Co-Promotion Territory on the date of such conversion. Upon such conversion, (1) P&G will thereafter have the exclusive right to solicit and accept orders for, and ship and invoice sales of, the Product to and from third parties in Italy, and (2) the parties will cooperate in good faith to convert Optinate prescribers to Actonel and to ensure a smooth and efficient transfer of inventories and product supply for the two brands. Notwithstanding the provisions of Section IV(B)(4), upon the Italy Conversion, in order to establish each party’s obligations to undertake Promotion Efforts in Italy, the parties shall specify for Italy for each semi-annual period an Alliance Detail Objective for both parties, a Sales Objective, a Primary Detail Cost, a Detail Commitment for each party and Non-Detailing Promotion Efforts for each party; provided, however, that in determining the Alliance Detail Objective, the parties will in good faith attempt to agree to target SOV Levels for Italy that are (a) substantially competitive to the SOV Levels for the market-leading product most similar to the Product, without giving effect to temporary or unreasonable variations of such SOV Levels, and (B) consistent with the parties’ goal of maximizing sales and profits of the Product within the Co-Promotion Territory; provided, however, that in the event the parties cannot agree upon such target SOV Levels, the Alliance Detail Objective for Italy will equal at least ***** of the combined budgeted Detail Efforts for P&G and API in Contract Year 2004. In the event that the parties agree upon the Alliance Detail Objective, each party’s Detail Commitment shall be *****

of the agreed upon Alliance Detail Objective; in the event the parties do not agree on the Alliance Detail Objective, then each party’s Detail Commitment shall be at least ***** of the combined budgeted Detailing Efforts for P&G and API in Contract Year 2004. If, however, the parties do not agree to the Italy Conversion, then Italy will remain part of the Co-Marketing Territory. Without limiting the foregoing, API will use its commercially reasonable efforts to support and sustain the Optinate business prior to June 30, 2005.

Contract Years. Prior to the beginning of each Contract Year, the parties shall, on an annual basis, establish each party’s obligation, if any, to undertake Promotion Efforts within each country within the Secondary Co-Promotion Territory during

the next Contract Year and a forecast of such efforts for the first six (6) months of the subsequent Contract Year in accordance with Section III(B)(1).

Obligation to Undertake Promotion Efforts. To establish each party’s obligations to undertake Promotion Efforts, the parties shall specify for each country in the Secondary Co-Promotion Territory for each semi-annual period an Alliance Detail Objective for both parties, a Sales Objective, a Primary Detail Cost, a Detail Commitment for each party and Non-Detailing Promotion Efforts for each party; provided, however, that in determining the Alliance Detail Objective, the parties will in good faith attempt to agree to target SOV Levels for each country that are (a) substantially competitive to the SOV levels for the market-leading product most similar to the Product, without giving effort to temporary or unreasonable variations of such SOV Levels, and (b) consistent with the parties’ goal of maximizing sales and profits of the Product within the Secondary Co-Promotion Territory; provided, however that in the event the parties cannot agree for any country upon such target SOV Levels or cannot otherwise agree on the Alliance Detail Objective for such country, then the sum of the Alliance Detail Objectives for such country for the two semi-annual periods within a given Contract Year will equal at least ***** of the budgeted Detailing Efforts for Contract Year 2004, as set forth in Schedule IVa(B)(4). In the event that the parties agree upon the Alliance Detail Objective, each party’s Detail Commitment shall be at least ***** of the agreed upon Alliance Detail Objective; in the event the parties do not agree on the Alliance Detail Objective, then the sum of each party’s Detail Commitment for the two semi-annual periods within a given Contract year shall be at least ***** of the budgeted Detailing Efforts for Contract Year 2004, as set forth in Schedule IVa(B)(4). During the relevant semi-annual period, each party shall use commercially reasonable efforts to undertake Promotion Efforts within the applicable area, as established by the parties. Either party may engage Contract Representatives to fulfill up to ***** of the Detailing Commitment (***** in the case of Detailing in the United Kingdom and the Republic of Ireland) for such party within such country during any semi-annual period. The other party must first consent to the identity of the Contract Representatives to be engaged, which consent shall not be unreasonably withheld. Any party which engages Contract Representatives shall, at its own expense, provide adequate training with respect to the Product to the Contract Representatives, and, any Contract Representatives engaged by either party to fulfill Detailing Efforts in excess of ***** of such party’s Detailing Commitment must be Fully Dedicated Contract Representatives. All Detailing Efforts shall be performed in accordance

with approved labeling and all applicable laws and regulations in the relevant country. While undertaking Promotion Efforts, Representatives may distribute samples and promotional materials for the Product to physicians, residents and others legally entitled to prescribe prescription drugs. Representatives shall distribute only promotional materials approved by the by the parties for each country. The quantity of samples of the Product and promotional materials to be provided to the Representatives of each party shall be determined by both parties consistent with each party’s obligations to undertake Promotion Efforts.

Detailing Efforts. In each country of the Secondary Co-Promotion Territory in each semi-annual period during the Term, API’s Affiliate shall, unless otherwise agreed by the Alliance Management Committee, purchase from P&G’s Affiliate in such country, and such P&G Affiliate shall provide to API’s Affiliate, P&G’s Detailing Efforts in such country; provided, however, such purchase and sale of such Detailing Efforts shall not be considered in the calculation of P&G’s or API’s ADE for purposes of Section IVa(B)(8). Such purchase and sale of such services shall be pursuant to a Marketing Services Agreement to be agreed between such Affiliates pursuant to the terms of Section IVa(F). Each party’s Affiliate has the right, but not the obligation, to perform the greater of (1) ***** of the required Detailing Efforts in a particular country and (2) the difference between ***** of the Alliance Detail Objective and the Detail Commitment for the other party or its Affiliate in such country. Each P&G and API Affiliate in the Secondary Co-Promotion Territory shall keep track of the costs and expenses for Detailing Efforts incurred by such Affiliate. Within thirty (30) days after the last day of each semi-annual period, each Affiliate shall report

to the other party’s Affiliate in such country the costs and expenses for such Affiliate’s Detailing Efforts for such semi-annual period and each P&G Affiliate shall invoice the API Affiliate in its country for, and each API Affiliate shall pay the P&G Affiliate in its country for such costs and expenses, plus a service mark up of ***** of such costs and expenses, and VAT, if applicable. The operation of the calculations set forth in this Section IVa(B)(7) is demonstrated by the examples set forth in Schedule IV(B)(7). Any amounts owed pursuant to this Section IVa(B)(7) shall be paid pursuant to the applicable Marketing Services Agreement.

The operation of the calculations set forth in this Section IVa(B)(8) are demonstrated by the examples set forth in Schedule IV(B)(8). Any

amounts owed pursuant to this Section IVa(B)(8) shall be paid pursuant to the requirements of the applicable Marketing Services Agreement and Section IVa(B)(10).

Joint R&D Efforts and Joint R&D Costs. In each country of the Secondary Co-

Promotion Territory during the Term, API’s Affiliate in such country shall, unless otherwise agreed by the Alliance Management Committee, purchase from P&G’s Affiliate in such country, and such P&G Affiliate shall provide to API’s Affiliate in such country, Joint R&D Efforts. Such purchase and sale of such services shall be pursuant to a Marketing Services Agreement to be agreed between such Affiliates pursuant to the terms of Section IVa(F). The parties shall establish and agree to appropriate levels of Joint R&D Effort for each Quarter. Each P&G Affiliate and API Affiliate in the Secondary Co-Promotion Territory shall keep track of the R&D Costs incurred by such Affiliate. Within thirty (30) days after the last day of each Quarter, each Affiliate shall report to the other party’s Affiliate in such country the Joint R&D Costs incurred by such Affiliate for the Quarter and each P&G Affiliate shall invoice the API Affiliate in its country for, and each API Affiliate shall pay the P&G Affiliate in its country for, such Joint R&D Costs plus a service mark up of ***** of such costs and expenses, plus VAT, if applicable.

Marketing Services Agreements. Unless the parties agree otherwise, API’s Affiliate in each country of the Secondary Co-Promotion Territory shall enter into a Marketing Services Agreement with the P&G Affiliate in such country pursuant to which API’s Affiliate shall purchase from P&G’s Affiliate, and P&G’s Affiliate shall provide to API’s Affiliate, P&G’s Affiliate’s Detail Effort (pursuant to Section IVa(B)(7) hereof), Non-Detailing Promotion Efforts (pursuant to Section IVa(B)(9) hereof), Marketing Efforts (pursuant to Section IVa(C)(3) hereof) and Joint R&D Efforts (pursuant to Section

IVa(C)(5) hereof). For each Quarter during the Term, the total cost of all P&G’s Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts plus the total cost of all API Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts shall be defined as the Secondary Co-Promotion Marketing Costs or SCPMC. Upon request by API, P&G shall provide to API’s Affiliates in the Secondary Co-Promotion Territory marketing allowances to reimburse increased marketing and promotion costs in the launch phase of any Product or Joint Product Improvement in the Secondary Co-Promotion Territory. The penalties provided pursuant to Section IV(a)(B)(8)(a) shall not be included in the calculation of SCPMC. For each Quarter during the Term, ***** of the total cost of all P&G’s Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts shall be defined as the Secondary Co-Promotion Service Mark Up or SCPSMU. Local Marketing Services Agreements in all countries of the Secondary Co-Promotion Territory shall be implemented on or before January 1, 2005. Such Marketing Services Agreements will comply with this Agreement and in the case of discrepancies between the terms of this Agreement and any local Marketing Services Agreement, the terms and conditions of this Agreement shall prevail.

The United Kingdom and Ireland. In the United Kingdom and the Republic of Ireland, P&G shall undertake all commercially reasonable efforts to obtain all Health Registrations necessary, as the case may be, to market, promote, detail, distribute, sell and, if applicable, manufacture the Product in such countries, as soon as practicable after the Original Agreement Effective Date. If such filings have not been made in any country within three (3) months after the date of filing with the USFDA the NDA or supplemental NDA for PMO for the Product, then API shall have the right, but not the obligation, to undertake the efforts to obtain such Health Registrations. P&G will work with API to develop Health Registration packages and filing strategies for Paget’s disease, PMO, corticosteroid induced osteoporosis and other indications intended to maximize the commercial success of the Product. The parties will cooperate to develop strategies to extend or modify existing Health Registrations for the Product and to obtain Health Registrations for any Joint Product Improvement. If the parties disagree on the content of such Health Registration packages or filing strategies, said disagreement shall be immediately referred to the Oversight Committee Leaders for

resolution and the party referring the disagreement to the Oversight Committee Leaders shall give notice of such disagreement to the other party in accordance with Section XXV(M). If the Oversight Committee Leaders or their designees cannot agree within five (5) Business Days of such referral, P&G’s position shall prevail.

Countries Outside the European Union. API shall submit to the appropriate Ministry of Health, all documentation necessary to obtain all Health Registrations required, as the case may be, to market, promote, sell and distribute and, if applicable, manufacture the Product within each country within the Secondary Co-Promotion Territory other than any country in the European Union and in each such country, API shall use all commercially reasonable efforts to obtain each of such Health Registrations as soon as practicable after the filing thereof. Within six (6) months after the approval of any Health Registration in the Secondary Co-Promotion Territory and other required approvals, such as pricing approvals, API shall launch the Product in the applicable country. For purposes of this Section IVa(G), launch means the initiation of substantial efforts to market, promote, sell and distribute the Product, including, without limitation, significant Promotion Efforts with respect thereto. API shall also use commercially reasonable efforts to submit to the appropriate Ministry of Health all documentation necessary to extend or modify

existing Health Registrations for the Product and to obtain Health Registrations for any Joint Product Improvement and that are required to market, promote, sell and distribute and, if applicable, manufacture the Product within each country within the Secondary Co-Promotion Territory that is not in the European Union. In each such country, API shall use all commercially reasonable efforts to obtain each such Health Registrations as soon as practicable after the filing thereof. To facilitate API’s efforts to obtain such Health Registrations with respect to its Product, P&G shall provide to API access to all non-clinical and clinical scientific data with respect to the Product as soon as practicable after the Original Agreement Effective Date and shall provide access to API to the Drug Dossier as soon as practicable. P&G shall use commercially reasonable efforts to aid API in the preparation of documents to be filed as part of any application for the Health Registration with any applicable Ministry of Health within the Secondary Co-Promotion Territory and the analysis of data derived from studies included in the Drug Dossier provided by P&G to API in order to facilitate timely filings by API with any applicable Ministry of Health. API shall be responsible for P&G’s external out of pocket costs related to such filing assistance.

Decision-making Authority. With respect to any country within the Secondary Co-Promotion Territory, the holder of the Health Registrations shall have the sole discretion to determine whether and upon what terms and conditions the Product shall be recalled or otherwise withdrawn from sale to third parties within such country (for purposes of this Section IVa(H), a “Recall”). Prior to making any Recall decision, however, the holder of the Health Registrations shall provide notice to the other party’s Alliance General Manager and in accordance with

Section XXV(M), and use its reasonable efforts to consult with said party. The holder of the Health Registrations shall assume primary responsibility for discussions with regulatory officials within the applicable country within the Secondary Co-Promotion Territory regarding all aspects of the Recall decision and the execution thereof. Upon the request of the holder of the Health Registrations, the other party shall cooperate completely in all Recall efforts.

Expansion Countries. Notwithstanding any other provision hereof, upon three months prior notice to API (or six months prior notice in the event such notice is given after the first anniversary of the A&R Agreement Effective Date), P&G may elect to have any of the Expansion Countries become Secondary Co-Promotion Territory countries; provided, however, that, with respect to any such Expansion Country, P&G must commence Detailing Efforts with respect to the Product in such Expansion Country upon such conversion; provided, further, however, that such Expansion Countries will not be deemed to have been converted under the provisions of Article VII. The rights and obligations with respect to such Expansion Countries will be the same as if such

Expansion Countries were within the Secondary Co-Promotion Territory on the date of such conversion.

Obligation to Supply. Upon obtaining the Health Registrations, including but not limited to reimbursement pricing, in a particular country within the Potential Co-Promotion Territory, as set forth in Section VI(F)(2), P&G may elect not to supply Product to API based on P&G’s determination in good faith that: (i) government reimbursement prices for Product in such country make the launch of Product in such country not commercially viable; (ii) labeling approved in such country by the Ministry of Health would have a material negative effect on commercial viability of the Product; or (iii) studies required in such country by the Ministry of Health would have a material negative effect on commercial viability of the Product. P&G shall notify API that is has elected not to supply

Product as soon as practicable, but not later than thirty (30) days after API has obtained all the necessary authorizations to effectively market the Product, including, but not limited to, Health Registrations and reimbursement price.

Countries Outside the European Union. Within the time period set forth on Schedule I-F, API shall submit to the appropriate Ministry of Health, all documentation necessary to obtain all Health Registrations required, as the case may be, to market, promote, sell and distribute and, if applicable, manufacture the Product within each country within the Potential Co-Promotion Territory other than any country in the European Union and in each such country, API shall use all commercially reasonable efforts to obtain each of such Health Registrations as soon as practicable after the filing thereof. Within six (6) months after the approval and transfer, if

applicable, of any Health Registration in the Potential Co-Promotion Territory and other required approvals, such as pricing approvals, API shall launch the Product in the applicable country. For purposes of this Section VI(F), launch means the initiation of substantial efforts to market, promote, sell and distribute the Product, including, without limitation, significant Promotion Efforts with respect thereto. API shall also use commercially reasonable efforts to submit to the appropriate Ministry of Health all documentation necessary to extend or modify existing Health Registrations for the Product and to obtain Health Registrations for any Joint Product Improvement and that are required to market, promote, sell and distribute and, if applicable, manufacture the Product within each country within the Potential Co-Promotion Territory that is not in the European Union and in each such country shall use all commercially reasonable efforts to obtain each of such Health Registrations as soon as practicable after the filing thereof. In countries other than in the European Union, to facilitate API’s efforts to obtain such Health Registrations with respect to its Product, P&G shall provide to API access to all non-clinical and clinical scientific data with respect to the Product as soon as practicable after the Original Agreement Effective Date and shall provide access to API to the Drug Dossier as soon as practicable. P&G shall use commercially reasonable efforts to aid API in the preparation of documents to be filed as part of any application for the Health Registration with any applicable Ministry of Health within the Potential Co-Promotion Territory and the analysis of data derived from studies included in the Drug Dossier provided by P&G to API in order to facilitate timely filings by API with any applicable Ministry of Health. API shall be responsible for P&G’s external out of pocket costs related to such filing assistance.

Failure to Comply. If API fails to satisfy, within the time periods described in Schedule I-F, any of its obligations to submit applications for any Health Registration related to the Product or to launch the Product, except if such failure to launch is due to (i) P&G’s election not to supply Product pursuant to Section VI(E)(2), (ii) failure of the manufacturer of Product to supply Product or (iii) conflicting or changing regulatory considerations in a particular country (e.g., requirement to obtain a Free Sale Certificate), (iv) failure of P&G to timely obtain and transfer a Health Registration to API, or (v) failure of P&G to use

commercially reasonable efforts to aid in preparation of documents to be filed as part of an application for a Health Registration or analysis of data derived from studies included in, or access to, the Drug Dossier, then, upon P&G’s request, the grant of rights described in Section VI(A) shall be extinguished with respect to such country and such country shall no longer be considered a part of the Territory for purposes of the Collaboration Agreement Documents; provided, however, that the provisions of Article XXII shall continue to apply to API as if such country were still a part of the Territory. P&G shall be free to undertake any and all activities with respect to the Product within such country without compensation to API. If API has obtained any rights of any kind with respect to the Product within such country, then API shall immediately, upon P&G’s request, transfer title to all such rights to P&G or its designee, and if title to any such rights is not transferable, then API shall use all commercially reasonable efforts to enable P&G to make use of all such rights. Upon the transfer of title to such rights, P&G shall reimburse API for its usual, customary and reasonable costs and expenses associated with the procurement of such rights so transferred; provided, however, that P&G shall have no reimbursement obligations hereunder if API has not diligently pursued its obligations pursuant to this Section VI(F)(4). Notwithstanding the foregoing, if at the time of the expiration of any time period specified in Section VI(F)(2), the party responsible for obtaining the Health Registration or launching the Product in a country within the Potential Co-Promotion country is demonstrating a good faith effort to obtain a Health Registration or launch the Product, as the case may be, the parties agree to negotiate in good faith a reasonable extension to the applicable time period. The parties agree that P&G’s remedy for API’s failure to submit applications for Health Registrations or launch the Product is as set forth in this Section VII(F)(4), and such failure shall not constitute a breach of this Agreement.

Decision-making Authority. With respect to any country within the Potential Co-Promotion Territory, API shall have sole discretion within all countries within the Potential Co-Promotion Territory to determine whether and upon what terms and conditions the Product shall be recalled or otherwise withdrawn from sale to third parties (for purposes of this Section VI(G), a “Recall”). Prior to making any Recall decision, however, API shall provide notice to P&G’s Alliance General

Manager and in accordance with Section XXV(M) and use reasonable efforts to consult with P&G. API shall assume primary responsibility for discussions with regulatory officials within the Potential Co-Promotion Territory regarding all aspects of the Recall decision and the execution thereof. Upon the request of API, P&G shall cooperate completely in all Recall efforts.

Conditions to Conversion. If, at any time during the Term, P&G acquires or develops Capacity in any country in the Potential Co-Promotion Territory, then P&G may convert the rights and obligations of the parties in such country and convert such country from a Potential Co-Promotion Territory country into a Primary Converted Co-Promotion Territory country, a Secondary Converted Co-

Promotion Territory country or a Converted Co-Marketing Territory country pursuant to the terms of this Article VII. Any such conversion shall be upon twelve (12) months’ prior written notice (the “Conversion Notice”) to API pursuant to the terms and conditions set forth herein.

Definition of Capacity. “Capacity” as used herein shall mean the acquisition or development by P&G of: (1) the ability of P&G (or any P&G Affiliate) to Co-Promote or Co-Market the Product at a minimum of ***** of API’s Detailing Efforts in such country in the twelve (12) full calendar months prior to API’s receipt of the Conversion Notice, such acquisition or development to occur by the end of the twelfth (12^th) month following the Conversion Date, as measured on an annualized basis, and (2) the ability of P&G (or any P&G Affiliate) to Co-Promote or Co-Market the Product at a minimum of ***** of API’s Detailing Efforts in such country in the twelve (12) full calendar months prior to API’s receipt of the Conversion Notice, such acquisition or development to occur by the end of the twenty-fourth (24^th) month following the Conversion Date, as measured on an annualized basis. Examples illustrating the operation of this Section VII(A)(2) are set forth in Schedule VII(A)(2).

Failure to Achieve Capacity. Should P&G fail to achieve Capacity by either of the target dates, the country shall revert to its Potential Co-Promotion Territory status and the parties will negotiate in good faith a payment intended to return

API to the profit it would have achieved had the Conversion Notice not been sent and/or the Conversion Date not occurred.

Management Structure; Promotion Efforts, Marketing Efforts and R&D Efforts. The management of the Product and the obligations of the parties to undertake Marketing Efforts, Promotion Efforts and R&D Efforts and to be responsible for costs and expenses, including, without limitation, Commercial Expenses, within any country in the Secondary Converted Co-Promotion Territory shall be determined in accordance with Article IVa including, but not limited to, the provisions of Section IVa(F) as if such country were within the Secondary Co-Promotion Territory except that, for each Quarter during the Term, the total cost of all P&G’s Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts in the Secondary Converted Co-Promotion Territory plus the total cost of all API Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts in such countries shall be defined as the Secondary Converted Co-Promotion Marketing Costs or SCCPMC. In the Secondary Converted Co-Promotion

Territory, to the extent legally permissible, both parties’ names and logos shall appear on Product labels and promotional materials with equal prominence. The penalties provided pursuant to Section IVa(B)(8)(a) shall not be included in the calculation of SCCPMC. For each Quarter during the Term, ***** of the total cost of all P&G’s Affiliates’ Detailing Efforts, Non-Detailing Promotion Efforts, Marketing Efforts and Joint R&D Efforts shall be defined as the Secondary Converted Co-Promotion Service Mark Up or SCCPSMU. In any country in the Secondary Converted Co-Promotion Territory where this is not legally permitted, the parties agree to work together in good faith to identify a mechanism to allow the association of both parties’ names with the Product.

Management Structure; Promotion Efforts and Marketing Efforts. Upon payment of the Entry Payment with respect to any country in the Potential Co-Promotion Territory to be converted into a Converted Co-Marketing Territory, P&G shall have the right to Co-Market the Product in such country pursuant to Article V, as if such country were a country in the Co-Marketing Territory. API shall use commercially reasonable efforts to obtain a duplicate Health Registration with

respect to the Product within such country and shall transfer such duplicate Health Registration to P&G or P&G’s Affiliate promptly upon approval of such Health Registration. API shall have the right to continue to sell Products under the same Trademark as prior to conversion. All other rights and obligations of the parties with respect to such country shall be the same as the rights and obligations of the parties with respect to the Co-Marketing Territory pursuant to Article V as if such country were within the Co-Marketing Territory.

Failure to Comply with Sub-Licensing Obligations. If API fails to exert reasonable efforts to secure a Sub-License with respect to any country within the White Space Territory within thirty six (36) months after the filing of an NDA or supplemental NDA with the USFDA for the indication of PMO and such failure did not result from P&G’s rejection of a proposed Sub-License pursuant to Section X(E), then, upon P&G’s request, all rights to the Product within such country shall revert to P&G or its designee, the grant of rights described in Section X(A) shall be extinguished with respect to such country and such country shall no longer be considered a part of the Territory for purposes of the Collaboration Agreement Documents; provided, however, that the provisions of Article XXII shall continue to apply to API as if such country were still a part of the Territory. P&G shall be free to undertake any and all activities with respect to the Product within such country; provided, however, that to the extent P&G selects a non-Affiliate third party to commercialize the Product, API shall have the right to receive ***** of all consideration received by P&G in connection with the sale of the Product within such country, whether such consideration is in the form of royalties, direct sales, lump sum payments, profits from Product supply (transfer price less Cost of Goods) or otherwise. If API has obtained any Health Registrations, approvals, or rights of any kind with respect to the Product within such country, then API shall as soon as practicable, upon P&G’s request, transfer title to all such Health Registrations, approvals and rights to P&G or its designee, and if title to any such Health Registrations, approvals or rights is not transferable, then API shall use all commercially reasonable efforts to enable P&G to make use of all such Health Registrations, approvals and rights. Upon the transfer of title to such Health Registrations, P&G shall reimburse API for its reasonable costs and

expenses associated with the procurement of such Health Registrations, approvals and rights so transferred. Notwithstanding the foregoing, if at the time of the expiration of any time period specified in this Section X(C), API is exerting reasonable efforts to secure a sub-license with respect to any country within the White Space Territory, the parties agree to negotiate in good faith a reasonable extension to the applicable time period. The parties agree that P&G’s remedy for API’s failure to secure a Sub-License is as set forth in this Section X(C), and such failure shall not constitute a breach of this Agreement.

Health Registrations. It is anticipated that in the White Space Territory, the sub-licensee shall be the holder of all Health Registrations related to the Product. To facilitate the sub-licensee’s efforts to obtain such Health Registrations, API shall have the

right to provide to such sub-licensee a copy of the Drug Dossier, or the appropriate components thereof.

P&G shall diligently file, prosecute, issue, and maintain P&G Patents, at its own expense, according to its own internal standards and for effectively covering other inventions made by its employees or consultants. P&G shall pay all fees

necessary to maintain P&G Patents for the full terms thereof. In the event P&G determines that it is unwilling or unable to prosecute or maintain a P&G Patent in a country, then P&G shall promptly notify API of said determination. API shall then have the right, but not the obligation, to assume prosecution and maintenance of said patent in said country.

If P&G elects not to respond to, defend or prosecute any actions, challenges, infringements, certifications, misappropriations or proceedings by a third party alleging infringement described in Section XII(F)(1) with twenty (20) days of becoming aware of or being notified of such actions, challenges, infringements,

certifications, misappropriations or proceedings, or abandons such action, then, in such event, API shall have the option to do so at API’s sole cost, and P&G shall cooperate with and provide assistance to API at P&G’s expense.

If either party learns of any infringement (herein “Infringement”) by a third party of a trademark under which a Product is sold in the Territory, said party (the “Notifying Party”) shall promptly advise the other party of all the relevant facts and circumstances known by the Notifying Party in connection with the

Infringement. The party owning said trademark (herein the “Responsible Party”) shall have the right, but not the obligation, to institute such action as it deems appropriate to terminate said Infringement through negotiation, litigation and/or alternative dispute resolution means, at its sole discretion and at its sole cost. The Responsible Party shall have the right to control and to select counsel in any action initiated by the Responsible Party. The other party shall lend its name to the action, and provide such assistance as may be reasonably necessary. Any negotiated settlement shall be made only with the consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the other provisions of this Section, with respect to any Infringement where API is the Responsible Party, P&G shall have the right, but not the obligation, to institute such action as it deems appropriate to terminate said Infringement through negotiation, litigation and/or alternative dispute resolution means, at its sole discretion and at its sole cost. P&G shall have the right to control and to select counsel in any such action initiated by P&G. API shall lend its name to the action, and provide such assistance as may be reasonably necessary. Any negotiated settlement in such action shall be made only with the consent of API, which consent shall not be unreasonably withheld.

Duration. The obligations of the parties under this Article XIII shall survive until the fifth anniversary of the end of the Term. At the end of the Term, each of P&G and API

shall return to the other or destroy all tangible forms of Confidential Information furnished by the other, including all copies thereof and all memoranda of oral disclosure, and if destroyed, such destruction shall be certified in writing to the other party by an officer of such party supervising such destruction. Notwithstanding the foregoing, each party may retain one copy of the other party’s Confidential Information to be kept in a confidential file in the office of its legal department solely for archival legal purposes.

POWER AND AUTHORITY. HMR has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of HMR.

HMR has, or will have at the time of execution of those agreements, full corporate right, power and authority to perform its obligations pursuant to the other Collaboration Agreement Documents and the transactions contemplated thereby will have been duly and validly authorized by all necessary corporate action on the part of HMR. This Agreement has been duly and validly executed by HMR and the other Collaboration Agreement Documents have been or will have been duly and validly executed by HMR prior to their delivery. Upon execution and delivery of each of the Collaboration Agreement Documents, each will be the valid and binding obligation of HMR enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally.

POWER AND AUTHORITY. P&G has full corporate right, power and authority to perform its obligations pursuant to this Agreement, and this Agreement and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of P&G. P&G has, or will have at the time of execution of those agreements, full corporate right, power and authority to perform its obligations pursuant to

the other Collaboration Agreement Documents and the transactions contemplated thereby will have been duly and validly authorized by all necessary corporate action on the part of P&G. This Agreement has been duly and validly executed by P&G and the other Collaboration Agreement Documents have been or will have been duly and validly executed by P&G prior to their delivery. Upon execution and delivery of each of the Collaboration Agreement Documents, each will be the valid and binding obligation of P&G enforceable in accordance with its terms, subject to equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally.

Unless otherwise specifically set forth in the Collaboration Agreement Documents, any dispute arising out of or related to the Collaboration Agreement Documents shall be resolved by reference to the Alliance General Managers unless such dispute arises within, and/or cannot be resolved by, the Oversight Committee, in which case such dispute shall be promptly submitted to binding arbitration under Section XVI(B), at which time the arbitration period shall be

considered to have commenced for such dispute. The following procedures shall apply prior to submission to arbitration:

Arbitration of Disputes. The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association and the Supplementary Procedures for Large, Complex Disputes then in effect (the “Rules”), except to the extent such rules conflict with this Section XVI(B). In any arbitration, Ohio law shall govern, except to the extent that such law conflicts with the Rules or this Section XVI(B). The parties further agree that each such dispute be submitted to a panel of three (3) impartial arbitrators with each party selecting one (1) arbitrator within fifteen (15) days after the commencement of the arbitration period and the two (2) selected arbitrators selecting a third arbitrator who is experienced in the pharmaceutical industry within thirty (30) days after the commencement of the arbitration period. Any arbitration hereunder shall commence within thirty (30) days after appointment of the third arbitrator and shall be held in New York, New York, USA. No discovery by either party shall be permitted unless the arbitrators determine that the party requesting such discovery has a substantial, demonstrable need. The arbitrators shall make final determinations as to any discovery disputes and all other procedural matters. If any party fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrators, then the arbitrators shall fix a reasonable time for compliance, and if the party does not comply within such period, then a remedy deemed just by the arbitrators, including an award of default, may be imposed. The decision of the arbitrators shall be rendered no later than one hundred twenty (120) days after commencement of the arbitration period. The decision of the arbitrators with respect to any decision or action permitted or required to be made or taken with respect to the Product, which decision or action is not expressly reserved to one party or the other, shall be limited to a finding fully in favor of one party’s position, and no compromise or split decisions shall

be allowed. The costs of arbitration shall be born by the party against whom the arbitral decision is made. Any judgment or decision rendered by the panel shall be binding upon the parties and shall be enforceable by any court of competent jurisdiction.

Second Option to Extend Term. Subject to the following sentence, in the event that API makes the First Option Extension Payment to P&G and extends the Term pursuant to Section XVII(A)(2) (the “First Extension Option”), API may, at any time between the 12^th month and 30^th month anniversary of the date of the First Extension Option (the “Second Option Period”), elect to further extend the Term with respect to all, but not less than all, of the countries in the Territory until the Patent Expiration Date for each such country by providing 30 days prior notice of its intention to further extend the Term, which extension will be effective upon the payment by API to P&G during the Second Option Period of an amount equal to the Patent Extension Payment with respect to such country. Notwithstanding the foregoing sentence, in no event will the Second Option Period extend beyond December 31, 2010. Any extension by API pursuant to this Section shall be in effect with respect to a particular country until the Patent Expiration Date in such country and the Term shall expire for such country after the Patent Expiration Date for such country. For purposes hereof, “Patent Extension Payment” with respect to a country shall mean, subject to Section XII(F), an amount equal to ***** as is determined in good faith by the agreement of the parties following the delivery of the notice described in this Section XVII(A)(3) (which amount shall be an amount that, on the basis of

market and other conditions prevailing at such time could reasonably be expected to be paid for ***** by a third party in an arm’s-length transaction); provided, however, that in the event that the parties cannot in good faith agree upon the amount of the Patent Extension Payment within thirty (30) calendar days of the delivery of such notice, the amount of the Patent Extension Payment shall be the amount equal to the sum of each party’s proposed Patent Extension Payment divided by two (2), except that if there is more than a ***** difference between such amounts, the amount shall be conclusively determined by a mutually agreed internationally recognized investment banking firm. If the parties cannot so agree on one investment banking firm, each party will designate its own investment banking firm and such investment banking firms will jointly appoint a third investment banking firm. The cost of such third investment banking firm shall be borne one-half by each party. The investment banking firm appointed pursuant to this Section XVII(A)(3) will choose one of the parties’ positions with respect to the amount of the Patent Extension Payment within thirty (30) days of its appointment.

If the arbitrators find a material breach of this Agreement or the other Collaboration Agreement Documents and the amount of damages is greater than *****, but less than or equal to *****, then the breaching

party shall pay to the non-breaching party an amount equal to ***** plus ***** times the difference between the amount of damages awarded by the arbitrators and *****, such payment to be made pursuant to Section XVII(B)(1)(e). After the decision of the arbitrators and the payment of damages, the provisions of this Agreement and the Collaboration Agreement Documents shall continue in full force and effect.

If API is the terminating party, P&G shall pay API a royalty of ***** on Total Net Outside Sales within the Territory until the earlier to occur of (a) January 1, 2015 or (b) a point in time when total royalties paid by P&G to API

equal ***** of API’s milestone payments actually paid to P&G under Section II(A); and

If at any time during the Term, there shall occur a Change in Control of the P&G or API Affiliate responsible for the worldwide pharmaceutical business, as the case may be, in the case of (A) a third party acquiror that is not a Listed Entity, the party experiencing the Change in Control or its designee shall have the unilateral right to continue the Agreement or assign the Agreement to the third party that has acquired such control, and (B) a third party acquiror that is a Listed Entity, the party experiencing the Change in Control or its designee shall not have the unilateral right to continue the Agreement or assign the Agreement to the third party that has acquired such control unless otherwise permitted by this Section XVII(J). For purposes of this Section XVII(J), a “Listed Entity” shall mean any of the three entities whose names appear on Exhibit A hereto. Within the 45-day period prior to December 31, 2006, and every twenty-four months thereafter within the 45-day period prior to the end of such 24-month period, the parties will agree on which three entity names will be the Listed Entities for the next 24 month period, and will amend Exhibit A accordingly. If the parties are unable to agree to the Listed Entities by the expiration of the then-current twenty-four month period, the Listed Entities for the next twenty-four month period will be (1) the one company with the largest dollar share of the aggregate global market segment for the treatment of postmenopausal osteoporosis as determined by IMS audits, and (2) the two other companies projected by Thompson First Call consensus analyst estimates (or, if Thompson First Call does not publish such estimates, such estimates published by a similar industry publication or, if there are no such similar industry publications, the consensus of the pharmaceutical analysts from the top five investment banks having pharmaceutical analysts as ranked in Thompson First Call’s most recent league tables published prior to the date of determination or, if Thompson First Call does not publish league tables, in other industry league tables) to have, within the eighty-four months immediately following the relevant determination date, the two highest dollar shares within the global prescription postmenopausal osteoporosis treatment segment, such dollar shares to be determined by dividing the aggregate projected dollar sales of the relevant product during the relevant period by the aggregate projected dollar sales of the global prescription postmenopausal osteoporosis treatment segment for the relevant period, all such projections to be determined by the Thompson First Call consensus of analysts for the relevant period. If two or more companies are tied in either of the dollar shares rankings under clauses (1) and (2) above,

then API may select which of the companies so tied will be the Listed Entities determined by the relevant clause.

In the case of a Change in Control involving a Listed Entity, the Non-Requesting Party will, within forty-five (45) days of such Change in Control (the “Divestiture Notice Deadline”), provide notice (the “Divestiture Notice”) to the Requesting Party indicating whether the third party Listed Entity that has acquired control of such Non-Requesting Party has agreed, in connection with the Change in Control, to divest, as promptly as practicable following such Change in Control, but in any event within fourteen (14) months thereafter, its interest (other than a passive economic interest that is not material in relation to the third party’s interest in the Product after the Change in Control) in products for the treatment of postmenopausal osteoporosis (other than the Product) (a “Divestiture”). In the event that such third party Listed Entity does not agree to a Divestiture, the Requesting Party may, within seventy five (75) days of the Change in Control (but not before the earlier to occur of the delivery of the Divestiture Notice and the Divestiture Notice Deadline), by a Change in Control Request delivered to the Non-Requesting Party elect to cause a valuation of the Put Interest and Call Interest as hereinafter defined (if applicable pursuant to this Section XVII(J)(3)) shall be determined under the provisions of Section XVII(J)(4). Within fifteen (15) days following such valuation, the Requesting Party may make (but is not required to make) a further election (i) to sell to the other party its Put Interest at the Put Price or (ii) to buy the Non-Requesting Party’s entire interest under the Collaboration Agreement Documents, including a license to, or other transfer of, all rights necessary to enjoy the benefits thereof (the “Call Interest”) at a price (the “Call Price”) equal to the fair market value thereof as determined in accordance with Section XVII(J)(4). Notwithstanding the foregoing, if the Divestiture Notice states that the third party Listed Entity has agreed to a Divestiture, the Requesting Party will not have an option to buy the Call Interest pursuant to this Section XVII(J)(3), and the Non-Requesting Party shall have the unilateral right to continue the Agreement or assign the Agreement to the third party, subject to the Requesting Party’s right to sell its Put Interest as provided in XVII(J)(2), and further, if the Listed Entity fails to close the Divestiture within

the ***** months following the Change of Control, the Requesting Party is (i) entitled to liquidated damages equal to ***** of the Listed Entity’s profits during such ***** months from the products for the treatment of postmenopausal osteoporosis (other than the Product) and (ii) the Requesting Party may also elect to purchase the Call Interest a the Call Price, to sell the Put Interest at the Put Price or to continue the Agreement. In the event the Requesting Party does not send any notice following the Listed Party failure to close the Divestiture, the Requesting Party shall be deemed to have decided to continue the Agreement.

The purchase and sale of any Put Interest or Call Interest effected pursuant to this Section XVII(J)(5) shall be consummated at a closing at the offices of the Requesting Party on a business day within forty five (45) days following the

determination of the Put Price or Call Price upon at least five (5) days’ notice by the Requesting Party to the other parties to the transaction; provided that such period shall be extended for ninety (90) additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction; provided, further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, the buying party or its designee shall pay the selling party the Put Price or Call Price by certified check or wire transfer of funds.

Termination of Joint Development Program. Upon agreement of the Research & Development Committee and the Alliance Management Committee, the parties may terminate all or part of any agreed development plan with respect to a Joint Product Improvement. API may, at the previously agreed to decision points, terminate its participation in any agreed development plan with respect to a Joint

Product Improvement; upon any such termination, P&G may itself terminate any such development plan or may, after discussion of the matter in the Oversight Committee, continue the development of such Product Improvement as a P&G Product Improvement. P&G may, at the previously agreed to decision points, terminate any agreed development plan with respect to a Joint Product Improvement. In the event that a party elects to terminate its participation in the development and commercialization of a Joint Product Improvement, all costs of development and commercialization up to the date of such termination shall be shared *****. Notwithstanding the foregoing, if either party in good faith believes that a significant safety concern relating to a Joint Product Improvement exists and the other party does not consent to a termination of such Joint Product Improvement in connection therewith, then the parties will within five (5) Business Days agree upon and appoint an Industry Expert or, if the parties cannot so agree on one Industry Expert, each party will designate its own Industry Expert and such Industry Experts will jointly appoint a third Industry Expert. The Industry Expert appointed pursuant to the preceding sentence will resolve the dispute within five (5) Business Days of their appointment.

Termination of Joint Development Program. Upon agreement of the Research & Development Committee and the Alliance Management Committee, the parties may terminate all or part of any agreed development plan with respect to a Joint Product Improvement. Either party may, at the previously agreed to decision points, terminate its participation in any agreed development plan with respect to

a Joint Product Improvement; upon any such termination, the other party may itself terminate such development plan or may, after discussion of the matter in the Oversight Committee, continue the development of such Product Improvement as a P&G Product Improvement (if such party is P&G) or as an “API Product Improvement” (if such party is API). In the event that a party elects to terminate its participation in the development and commercialization of a Joint Product Improvement, all costs of development and commercialization up to the date of such termination shall be shared *****. Notwithstanding the foregoing, if either party in good faith believes that a significant safety concern relating to a Joint Product Improvement exists and the other party does not consent to a termination of such Joint Product Improvement in connection therewith, then the parties will within five (5) Business Days agree upon and appoint an Industry Expert or, if the parties cannot so agree on one Industry Expert, each party will designate its own Industry Expert and such Industry Experts will jointly appoint a third Industry Expert. The Industry Expert appointed pursuant to the preceding sentence will resolve the dispute within five (5) Business Days of their appointment.

divided by two (2), except that if there is more than a ***** difference between such amounts, the amount shall be conclusively determined by a mutually agreed internationally recognized investment banking firm. If the parties cannot so agree on one investment banking firm, each party will designate its own investment banking firm and such investment banking firms will jointly appoint a third investment banking firm. The cost of such third investment banking firm shall be borne one-half by each party. The investment banking firm appointed pursuant to this Section XVIII(C)(4)(d) will choose one of the parties’ positions with respect to the Commercial Value within thirty (30) days of its appointment. For the avoidance of doubt, this Section shall not be applicable if a party has already voluntarily opted-in pursuant to Section XVIII(C)(4)(c). After the non-developing party rejoins the development and commercialization of such Product Improvement, such Product Improvement shall thereafter be designated a Joint Product Improvement.