Transitional Agreement

Exhibit 10.3

AMENDED AND RESTATED

TRANSITIONAL SERVICES AGREEMENT

between

BRISTOL-MYERS SQUIBB COMPANY

and

MEAD JOHNSON NUTRITION COMPANY

Dated as of January 31, 2009

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TABLE OF CONTENTS

 

SECTION 1.		Definitions.				1
SECTION 2.		Services.				4
		(a)		Initial Services		4
		(b)		Additional Services		4
		(c)		Scope of Services		4
		(d)		Limitation on Provision of Services.		4
		(e)		Standard of Performance; Standard of Care.		5
		(f)		Prices for Services		7
		(g)		Changes in Services		7
		(h)		Services Performed by Third Parties		8
		(i)		Responsibility for Provider Personnel		8
		(j)		Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies		8
		(k)		Cooperation		9
SECTION 3.		Charges and Payment.				9
		(a)		Procedure		9
		(b)		Late Payments		9
		(c)		VAT		9
SECTION 4.		Term and Termination.				9
		(a)		Termination Dates		9
		(b)		Early Termination by the Recipient		10
		(c)		Termination by the Provider		10
		(d)		Termination by BMS		10
		(e)		Effect of Termination of Services		10
		(f)		Data Transmission		11
SECTION 5.		Miscellaneous.				11
		(a)		DISCLAIMER OF WARRANTIES		11
		(b)		Limitation of Liability; Indemnification.		11
		(c)		Compliance with Law and Governmental Regulations		13
		(d)		No Partnership or Joint Venture; Independent Contractor		13
		(e)		Non-Exclusivity		13
		(f)		Expenses		13
		(g)		Further Assurances		13
		(h)		Confidentiality		14
		(i)		Headings		14
		(j)		Interpretation		15
		(k)		Tax Matters		15
		(l)		Amendments		15
		(m)		Inconsistency		15
		(n)		Notices		16
		(o)		Assignment; No Third-Party Beneficiaries		16

 

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		(p)		Entire Agreement		16
		(q)		Counterparts		16
		(r)		Severability		16
		(s)		Incorporation by Reference		17
		(t)		GOVERNING LAW		17
Schedule 1		Financial Services Provided by BMS				21
Schedule 2		Financial Services Provided by MJN				34
Schedule 3		Information Technology Services Provided by BMS				37
Schedule 4		Information Technology Services Provided by MJN				78
Schedule 5		Tax Services Provided by BMS				85
Schedule 6		Tax Services Provided by MJN				93
Schedule 7		Treasury Services Provided by BMS				96
Schedule 8		Human Resources Services Provided by BMS				111
Schedule 9		Human Resources Services Provided by MJN				117
Schedule 10		Human Resources Services (Corporate) Provided by BMS				121
Schedule 11		Compliance Services Provided by BMS				127
Schedule 12		EHS Services Provided by BMS				130
Schedule 13		Legal Services Provided by BMS				133
Schedule 14		Other Corporate Services Provided by BMS				138
Schedule 15		Procurement Services Provided by BMS				141
Schedule 16		Audit Services Provided by BMS				146
Schedule 17		Global R&D Services Provided by BMS				149
Schedule 18		Insurance Services Provided by BMS				151
Schedule 19		Services Provided by BMS – United States				154
Schedule 20		Services Provided by MJN – Indiana Tech Ops, Indiana R&D, and Indiana Pharm DC				157
Schedule 21		Services Provided by BMS – Canada				159
Schedule 22		Services Provided by MJN – Canada				162
Schedule 23		Services Provided by BMS – Puerto Rico				164
Schedule 24		Services Provided by BMS – Central America				169
Schedule 25		Services Provided by BMS – Caribbean				170
Schedule 26		Services Provided by BMS – Colombia				171
Schedule 27		Supplemental Services Provided by BMS – Colombia				173
Schedule 28		Services Provided by BMS – Ecuador				175
Schedule 29		Services Provided by BMS – Venezuela				177
Schedule 30		Supplemental Services Provided by BMS – Venezuela				180
Schedule 31		Services Provided by MJN – Peru				182
Schedule 32		Services Provided by BMS – Peru				184
Schedule 33		Phase 1 Services Provided by BMS – Argentina				185
Schedule 34		Phase 1 Services Provided by MJN – Argentina				187
Schedule 35		Phase 2 Services Provided by BMS – Argentina				189
Schedule 36		Services Provided by BMS – China				194
Schedule 37		Services Provided by BMS – Hong Kong				196
Schedule 38		Services Provided by MJN – Hong Kong				198
Schedule 39		Services Provided by MJN – Malaysia				201
Schedule 40		Services Provided by MJN – Philippines				206
Schedule 41		Services Provided by MJN – Thailand				213
Schedule 42		Services Provided by BMS – India				218
Schedule 43		Services Provided by BMS – Taiwan				220
Schedule 44		Services Provided by BMS – Australia				223

 

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Schedule 45		Services Provided by BMS – Asia Regional Offices		225
Schedule 46		Services Provided by MJN – Vietnam		226
Schedule 47		Services Provided by BMS – Spain		227
Schedule 48		Services Provided by BMS – Portugal		229
Schedule 49		Services Provided by BMS – France		231
Schedule 50		Services Provided by BMS – Belgium		233
Schedule 51		Services Provided by BMS – Italy		235
Schedule 52		Services Provided by BMS – Poland		237
Schedule 53		Services Provided by BMS – Russia		239
Schedule 54		Services Provided by BMS – Sweden		242
Schedule 55		Services Provided by BMS – Denmark		244
Schedule 56		Services Provided by BMS – Norway		246
Schedule 57		Services Provided by BMS – Netherlands (Excluding Nijmegen)		248
Schedule 58		Services Provided by BMS – United Kingdom		250
Schedule 59		Services Provided by BMS – Ireland		252
Schedule 60		Services Provided by BMS – Finland		254
Schedule 61		Services Provided by BMS – Greece		256

 

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AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT

This AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT, dated as of January 31, 2009, is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”).

W I T N E S S E T H

WHEREAS, BMS, MJN and MJN Restructuring Holdco, Inc. have entered into that certain Separation Agreement, dated as of January 31, 2009 (the “Separation Agreement”), pursuant to which MJN’s business was separated from the rest of BMS’s business (the “Separation”).

WHEREAS, in connection with the Separation, BMS, MJN and MJN Restructuring Holdco, Inc. agreed to the mutual covenants set forth in the Transitional Services Agreement (the “Original Agreement”), dated January 31, 2009.

WHEREAS, MJN Restructuring Holdco, Inc. has merged with and into MJN, with MJN being the surviving corporation.

WHEREAS, the parties have determined that it is appropriate and desirable to amend and restate the Original Agreement.

WHEREAS, the parties have agreed that BMS will continue to provide certain services to MJN and its Affiliates (defined below) and that MJN will provide certain services to BMS and its Affiliates, each on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and undertakings contained herein and the transactions contemplated by the Separation Agreement, the receipt and sufficiency of which are acknowledged, the parties hereby agree that the Original Agreement is amended and restated in its entirety as follows:

SECTION 1. Definitions.

(a) Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Separation Agreement. Capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, will have the meaning ascribed to such word in this Agreement. For purposes of this Agreement, the following words and phrases will have the following meanings:

“Additional Services” will have the meaning set forth in Section 2(b).

“Affiliate” of any Person means a Person that controls, is controlled by, or is under common control with such Person; provided, however, that MJN and its subsidiaries are not Affiliates of BMS and its subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

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“Agreement” will have the meaning set forth in the preamble of this Agreement.

“Ancillary Agreement” means any agreement between BMS and MJN including the Separation Agreement, Tax Matters Agreement, Registration Rights Agreement and Employee Matters Agreement.

“BMS” will have the meaning set forth in the preamble of this Agreement.

“Claims” will have the meaning set forth in Section 5(b)(iv).

“Early Termination Fees” will have the meaning set forth in Section 4(b).

“Employee Matters Agreement” means the Employee Matters Agreement dated as of January 31, 2009, between BMS and MJN.

“Exhibit” will have the meaning set forth in Section 2(a).

“Force Majeure Event” will have the meaning set forth in Section 2(d)(ii).

“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Historical Levels” will have the meaning set forth in Section 2(d)(i).

“Indemnitee” will have the meaning set forth in Section 5(b)(iv).

“Indemnitor” will have the meaning set forth in Section 5(b)(iv).

“Information” means information in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“Initial Services” will have the meaning set forth in Section 2(a).

“Law” means any law, statute, rule, regulation, license, permit, registration or similar authorization or other requirement imposed or issued by a Governmental Authority.

“MJN” will have the meaning set forth in the preamble of this Agreement.

“Original Agreement” will have the meaning set forth in the recitals of this Agreement.

“Provider” means, with respect to any particular Service, the entity or entities identified on the applicable Schedule as the party to provide such Service.

“Provider Personnel” will have the meaning set forth in Section 2(i).

 

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“Recipient” means, with respect to any particular Service, the entity or entities identified on the applicable Schedule as the party to receive such Service.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of February 17, 2009, between BMS and MJN.

“Review Meetings” will have the meaning set forth in Section 2(k).

“Schedule” will have the meaning set forth in Section 2(a).

“Separation” will have the meaning set forth in the recitals of this Agreement.

“Separation Agreement” will have the meaning set forth in the recitals of this Agreement.

“Separation Date” means the date of the Separation Agreement.

“Service Period” means, with respect to any Service, the period commencing on the Separation Date and ending on the earlier of (i) the date the Recipient terminates the provision of such Service pursuant to Section 4(b), and (ii) the termination date (measured as the number of days from the date hereof or indicated by reference to a specific date) specified with respect to such Service on the Schedule or Exhibit applicable to such Service.

“Services” will have the meaning set forth in Section 2(b).

“Subsidiary” will have the meaning set forth in the Separation Agreement.

“System” means the software, hardware, data store or maintenance and support components or portions of such components of a set of information assets identified in a Schedule or an Exhibit.

“Tax” means all forms of direct and indirect taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts.

“Tax Matters Agreement” means the Tax Matters Agreement dated as of February 10, 2009, between BMS and MJN.

“Tax Return” means any return, filing, report, questionnaire, information statement or other document required to be filed, including amended returns that may be filed, for any taxable period with any Taxing Authority (whether or not a payment is required to be made with respect to such filing).

“Taxing Authority” means any Governmental Authority imposing Taxes.

“VAT” means value added tax, goods and services tax and any sales, transfer, services, consumption, business, use or transaction tax.

 

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SECTION 2. Services.

(a) Initial Services. Except as otherwise provided herein, during the applicable Service Period, each Provider agrees to provide, or with respect to any service to be provided by an Affiliate of the Provider, to cause such Affiliate to provide, to the Recipient, or with respect to any service to be provided to an Affiliate of the Recipient, to such Affiliate, the applicable services (the “Initial Services”) set forth on the Schedules (each, a “Schedule”) annexed hereto.

(b) Additional Services. From time to time during the applicable Service Period, the parties may identify additional services that the Provider will provide to the Recipient in accordance with the terms of this Agreement (the “Additional Services” and, together with the Initial Services, the “Services”). If the parties agree to add any Additional Services, the parties will mutually create a Schedule or amend an existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service, the term during which such Service will be provided, the cost, if any, for such Service and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the applicable Schedule must be executed by a duly authorized representative of each party, at which time such Additional Service will, together with the Initial Services, be deemed to constitute a “Service” for the purposes hereof and will be subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section 5(l). Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

(c) Scope of Services. Notwithstanding anything to the contrary herein, (i) neither the Provider nor any of its Affiliates will be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other person other than the applicable Recipient or its Affiliates, and (ii) the Provider makes no warranties, express or implied, with respect to the Services, except as provided in Section 2(e).

(d) Limitation on Provision of Services.

(i) Except as expressly contemplated in the Schedules, neither the Provider nor any of its Affiliates will be obligated to perform or to cause to be performed any Service in a volume or quantity that exceeds on an annualized basis 110 percent of the historical volumes or quantities of Services performed by it or its Affiliates for the business of the Recipient during calendar year 2008, without reference to the transactions contemplated by the Separation Agreement (“Historical Levels”); provided, however, if the Recipient wishes to increase the volume or quantity of such Services provided under this Agreement by more than such amount, the Recipient will make a request to the appropriate Provider in writing in accordance with Section 5(n) at least ten (10) Business Days prior to the next Review Meeting setting out in as much detail as reasonably possible the change requested and the reason for requesting the change, which request will be considered at the next Review Meeting. The Provider may, in its sole discretion, choose to accommodate or not to accommodate any such request in part or in full.

 

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(ii) In case performance of any terms or provisions hereof will be delayed or prevented, in whole or in part, because of, or related to, compliance with any Law, decree, request or order of any Governmental Authority, either local, state, federal or foreign, or because of riots, war, public disturbance, strike, labor dispute, fire explosion, storm, flood, acts of God, major breakdown or failure of transportation, manufacturing, distribution or storage facilities, or for any other reason which is not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence such party is unable to prevent (each, a “Force Majeure Event”), then upon prompt notice by the party so suffering to the other party, the party suffering will be excused from its obligations hereunder during the period such Force Majeure Event continues, and no liability will attach against either party on account thereof. No party will be excused from performance if such party fails to use reasonable diligence to remedy the situation and remove the cause and effect of the Force Majeure Event.

(iii) If the Provider is unable to provide a Service hereunder because it does not have the necessary assets because such asset was transferred from the Provider to the Recipient, the parties will determine a mutually acceptable arrangement to provide the necessary access to such asset and until such time as access is provided, the Provider’s failure to provide such Service will not be a breach of this Agreement.

(iv) Notwithstanding anything to the contrary contained herein, this Agreement will not constitute an agreement for the Provider to provide Services to the Recipient to the extent that the provision of any such Services would not be in compliance with applicable Laws.

(e) Standard of Performance; Standard of Care.

(i) The Provider will use its commercially reasonable efforts to provide and cause its Affiliates to provide the Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient immediately prior to the date hereof; provided, however, that nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. The Recipient acknowledges that the Provider’s obligation to provide the Services is contingent upon the Recipient (A) providing in a timely manner all information, documentation, materials, resources and access requested by the Provider and (B) making timely decisions, approvals and acceptances and taking in a timely manner such other actions requested by the Provider, in each case that the Provider (in its reasonable business judgment) believes is necessary or desirable to enable the Provider to provide the Services; provided, however, that the Provider requests such approvals, information, materials or services with reasonable prior notice to the extent practicable. Notwithstanding anything to the contrary herein, the Provider shall not be responsible for any failure to provide

 

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any Service in the event that the Recipient has not fully complied with the immediately preceding sentence. The parties acknowledge and agree that nothing contained in any Schedule will be deemed to (A) increase or decrease the standard of care imposed on the Provider, (B) expand the scope of the Services to be provided as set forth in Section 2, except to the extent that a Schedule references a Service that was not provided immediately prior to the date hereof, or (C) limit Sections 5(a) and 5(b).

(ii) In providing the Services, except to the extent necessary to maintain the level of Service provided on the date hereof (or with respect to any Additional Service, the agreed-upon level), the Provider will not be obligated to: (A) hire any additional employees or (B) purchase, lease or license any additional equipment, software or other assets; and in no event will the Provider be obligated to (x) maintain the employment of any specific employee or (y) pay any costs related to the transfer or conversion of the Recipient’s data to the Provider or any alternate supplier of Services. Further, the Provider will have the right to designate which personnel it will assign to perform the Services, and it will have the right to remove and replace any such personnel at any time or designate any of its Affiliates or a third-party provider at any time to perform the Services. At the Recipient’s request, the Provider will consult in good faith with the Recipient regarding the specific personnel to provide any particular Services; provided, however, that the Provider’s decision will control and be final and binding.

(iii) The Provider’s sole responsibility to the Recipient for errors or omissions committed by the Provider in performing the Services will be to correct such errors or omissions in the Services at no additional cost to the Recipient; provided, however, that the Recipient must promptly advise the Provider of any such error or omission of which it becomes aware after having used commercially reasonable efforts to detect any such errors or omissions.

(iv) The parties and their respective Affiliates will use good faith efforts to cooperate with each other in connection with the performance of the Services hereunder, including producing on a timely basis all information that is reasonably requested with respect to the performance of Services; provided, however, that such cooperation does not unreasonably disrupt the normal operations of the parties and their respective Affiliates; provided further that the party requesting cooperation will pay all reasonable out-of-pocket costs and expenses incurred by the party furnishing cooperation, unless otherwise expressly provided in this Agreement or the Separation Agreement. Such cooperation will include exchanging information, providing electronic access to systems used in connection with the Services and obtaining or granting all consents, licenses, sublicenses, permits, registrations, authorizations or approvals necessary to permit each party to perform its obligations hereunder. Notwithstanding anything in this Agreement to the contrary, the Recipient will be solely responsible for paying for the costs of obtaining such consents, licenses, sublicenses, permits, registrations, authorizations or approvals, including reasonable legal fees and expenses. Either party providing electronic access to systems used in connection with Services may limit the scope of access to the applicable requirements of the relevant matter through any reasonable means available, and any such access will be subject to the terms of Section 5(h). The

 

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exchange of information or records (in any format, electronic or otherwise) related to the provision of Services under this Agreement will be made to the extent that (A) such records/information exist and are created in the ordinary course, (B) do not involve the incurrence of any material expense, and (C) are reasonably necessary for any such party to comply with its obligations hereunder or under applicable Law. Subject to the foregoing terms, the parties will cooperate with each other in making information available as needed in the event of a Tax audit or in connection with statutory or governmental compliance issues, whether in the United States or any other country; provided, however, that the provision of such information will be without representation or warranty as to the accuracy or completeness of such information. For the avoidance of doubt, and without limiting any privilege or protection that now or hereafter may be shared by the Provider and the Recipient, neither party will be required to provide any document if the party who would provide such document reasonably believes that so doing would waive any privilege or protection (e.g., attorney-client privilege) applicable to such document.

(v) If the Provider reasonably believes it is unable to provide any Service because of a failure to obtain necessary consents (e.g., third-party approvals or instructions or approvals from the Recipient required in the ordinary course of providing a Service), licenses, sublicenses, permits, registrations, authorizations or approvals contemplated by Section 2(e)(iv), such failure shall not constitute a breach hereof by the Provider and the parties will cooperate to determine the best alternative approach; provided, however, that in no event will the Provider be required to provide such Service until an alternative approach reasonably satisfactory to the Provider is found or the consents, licenses, sublicenses, permits, registrations, authorizations or approvals have been obtained.

(f) Prices for Services. Services provided to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule. Unless otherwise provided in a Schedule hereto by explicit reference to this Section 2(f), a Service provided by Provider to any Recipient pursuant to the terms of this Agreement will be charged at the prices set forth for such Service on the applicable Schedule plus an uplift equal to (i) two percent (2%) for Services originating within the United States, regardless of where such Services are received, or (ii) seven and one-half percent (7.5%) for Services originating outside of the United States, regardless of where such Services are received. Except as set forth in Schedule 3 and Schedule 4 hereto, at the end of each twelve (12) months during the term of the Agreement, Provider will review the charges, costs and expenses actually incurred by Provider in providing any Service (collectively, “Actual Cost”) during the previous twelve (12) months. In the event the Provider determines that the Actual Cost for any service materially differs from the aggregate costs charged to Recipient for that Service for that period, Provider will deliver to Recipient documentation for such Actual Cost and the parties will renegotiate in good faith to adjust the appropriate costs charged to Recipient prospectively.

(g) Changes in Services. The parties agree and acknowledge that any Provider may make changes from time to time in the manner of performing the applicable Services if such Provider is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, and if such Provider furnishes to the Recipient substantially the same notice (in content and timing) as such Provider provides to its Affiliates or other third parties, if any, respecting such changes. In addition to, and

 

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without limiting the immediately preceding sentence in any way, and notwithstanding any provision of this Agreement to the contrary, such Provider may make any of the following changes without obtaining the prior consent of the Recipient: (i) changes to the process of performing a particular Service that do not adversely affect the benefits to the Recipient of such Provider’s provision or quality of such Service in any material respect or materially increase the charge for such Service; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular Service in order to comply with applicable Law or regulatory requirements.

(h) Services Performed by Third Parties. Nothing in this Agreement will prevent the Provider from using its Affiliates or third parties to perform all or any part of a Service hereunder. The Provider will remain fully responsible for the performance of its obligations under this Agreement in accordance with its terms, including any obligations it performs through its Affiliates or third parties, and the Provider will be solely responsible for payments due any such Affiliates or third parties.

(i) Responsibility for Provider Personnel. All personnel employed, engaged or otherwise furnished by the Provider in connection with its rendering of the Services will be the Provider’s employees, agents or subcontractors, as the case may be (collectively, “Provider Personnel”). The Provider will have the sole and exclusive responsibility for Provider Personnel, will supervise Provider Personnel and will cause Provider Personnel to cooperate with the Recipient in performing the Services in accordance with the terms and conditions of Section 2(e). The Provider will pay and be responsible for the payment of any and all premiums, contributions and Taxes for workers’ compensation insurance, unemployment compensation, disability insurance, and all similar provisions now or hereafter imposed by any Governmental Authority with respect to, or measured by, wages, salaries or other compensation paid, or to be paid, by the Provider to Provider Personnel.

(j) Services Rendered as a Work-For-Hire; Return of Equipment; Internal Use; No Sale, Transfer, Assignment; Copies. All materials, software, tools, data, inventions, works of authorship, documentation, and other innovations of any kind, including any improvements or modifications to the Provider’s proprietary computer software programs and related materials, that the Provider, or personnel working for or through the Provider, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing Services or as a result of such Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection (collectively the “Work Product”), as between the Provider and the Recipient, will be solely owned by the Provider. Upon the termination of any of the Services, (i) the Recipient will return to the Provider, as soon as practicable, any equipment or other property of the Provider relating to such terminated Services which is owned or leased by the Provider and is, or was, in the Recipient’s possession or control; and (ii) the Provider will transfer to the Recipient, as soon as practicable, any and all supporting, back-up or organizational data or information of the Recipient used in supplying the Service to the Recipient. In addition, the parties will use good-faith efforts at the termination of this Agreement or any specific Service provided hereunder, to ensure that all user identifications and passwords related thereto, if any, are canceled, and that any other data (as well as any and all back-up of that data) pertaining solely to the other party and related to such Service will be returned to such other party and deleted or removed from the applicable computer systems. All systems, procedures and related materials provided to the Recipient are for the Recipient’s internal use only and only as related to the Services or any of the underlying

 

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Systems used to provide the Services and unless the Provider gives its prior written consent in each and every instance (in its sole discretion), the Recipient may not sell, transfer, assign or otherwise use the Services provided hereunder, in whole or in part, for the benefit of any person other than an Affiliate of the Recipient. The Recipient will not copy, modify, reverse engineer, decompile or in any way alter Systems without the Provider’s express written consent (in its sole discretion).

(k) Cooperation. Each party will designate in writing to the other party one (1) representative to act as a contact person with respect to all issues relating to the provision of the Services pursuant to this Agreement. Such representatives will hold review meetings by telephone or in person, as mutually agreed upon, approximately every two (2) weeks to discuss issues relating to the provision of the Services under this Agreement (“Review Meetings”). In the Review Meetings such representatives will be responsible for (A) discussing any problems identified relating to the provision of Services and, to the extent changes are agreed upon, implementing such changes and (B) providing notice that any Service has since the prior Review Meeting for the first time exceeded, or is anticipated to exceed, the usual and customary volume for such Service as described in the applicable Schedule.

SECTION 3. Charges and Payment.

(a) Procedure. Charges for the Services will be charged to and payable by the Recipient, or with respect to any Service to be provided to an Affiliate of the Recipient, by such Affiliate. Amounts payable pursuant to the terms of this Agreement will be paid to the Provider, or with respect to any Service to be provided by an Affiliate of the Provider, by such Affiliate, at the time provided in the applicable Schedule.

(b) Late Payments. Charges not paid within twenty-five (25) days after the date when payable will bear interest at the rate of 0.75% per month for the period commencing on the due date and ending on the date that is twenty-five (25) days after such due date, and thereafter at the rate of 1.5% per month until the date payment is received in full by the Provider.

(c) VAT. All amounts payable for the Services pursuant to Sections 3(a) and 3(b) are exclusive of any VAT which is or may be chargeable on the supply or supplies for which such amounts are the whole or part of the consideration for VAT purposes. Any VAT so chargeable shall be borne by the Recipient and shall either be accounted for by the Recipient (where this is required by local Laws or regulations) or paid by the Recipient to the Provider, in either case in addition to the amounts payable pursuant to Sections 3(a) and 3(b). The Provider shall deliver to the Recipient (or, where applicable, the Recipient shall deliver to the Provider): (i) a valid VAT invoice; and (ii) any other document as may be required by the Recipient to recover the VAT chargeable or claim exemption from VAT, in each case in such form and within any such timing deadlines as may be required by local laws or regulations.

SECTION 4. Term and Termination.

(a) Termination Dates. Unless otherwise terminated pursuant to Section 4(b), this Agreement will terminate with respect to any Service at the close of business on the last day of the Service Period for such Service, unless the parties have agreed in writing to an extension of the Service Period.

 

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(b) Early Termination by the Recipient. As provided in the Schedules (regarding the required number of days for written notice), the Recipient may terminate this Agreement with respect to either all or any one or more of the Services, at any time and from time to time (except in the event such termination will constitute a breach by Provider of a third party agreement related to providing such Services), by giving the required written notice to the Provider of such termination (each, a “Termination Notice”). Early termination by the Recipient will obligate the Recipient to pay to the Provider the entire early termination fee provided for in each Schedule subject (in whole or in part) to early termination (the “Early Termination Fees”). Unless provided otherwise in the applicable Schedule, all Services within a Schedule must be terminated simultaneously. As soon as reasonably practicable after its receipt of a Termination Notice, the Provider will advise the Recipient as to whether early termination of such Services will require the termination or partial termination, or otherwise affect the provision of, certain other Services (it being understood that the Recipient shall not be entitled to terminate the Information Technology Services described in Schedules 3 and 4 unless the other Services corresponding thereto are also terminated). If this will be the case, the Recipient may withdraw its Termination Notice within five (5) business days. If the Recipient does not withdraw the Termination Notice within such period, such termination will be final and the Recipient will be deemed to have agreed to the termination, partial termination or affected provision of such other Services and to pay the Early Termination Fees.

(i) Early Termination Requirements for Facility Leases. Commercially reasonable efforts shall be taken to ensure that facility leases entered into or renewed pursuant to this Agreement shall provide for early termination upon commercially reasonable terms.

(c) Termination by the Provider. As provided in the Schedules (regarding the required number of days of written notice), the Provider may terminate this Agreement with respect to either all or any one or more of the Services, at any time and from time to time, by giving the required written notice to the Recipient of such termination, if at such time the Provider does not perform such Service for itself or its Affiliates. Additionally, the Provider may terminate this Agreement by giving written notice of such termination to the Recipient, if the Recipient breaches any material provision of this Agreement (including a failure to timely pay an invoiced amount); provided, however, that the Recipient will have thirty (30) days after receiving such written notice to cure any breach which is curable before the termination becomes effective.

(d) Termination by BMS. Tax, Treasury, Human Resources, Compliance, EHS, Legal, Procurement, Audit and Insurance Services provided by BMS may be terminated by BMS upon ninety (90) days’ prior written notice; provided that BMS and its subsidiaries, other than MJN, have ceased to beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of MJN prior to giving such notice.

(e) Effect of Termination of Services. In the event of any termination with respect to one or more, but less than all, of the Services, this Agreement will continue in full force and effect with respect to any Services not so terminated. Upon the termination of any or all of the Services, the Provider will cease, or cause its applicable Affiliates or third-party providers to cease, providing the terminated Services. Upon each such termination, the Recipient will promptly (i) pay to the Provider all fees accrued through the effective date of the Termination Notice, and (ii) pay to the Provider the applicable Early Termination Fees.

 

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(f) Data Transmission. In connection with the termination of a particular Service, on or prior to the last day of each relevant Service Period, the Provider will cooperate fully and will cause its Affiliates to cooperate fully to support any transfer of data concerning the relevant Services to the applicable Recipient. If requested by the Recipient in connection with the prior sentence, the Provider will deliver and will cause its Affiliates to deliver to the applicable Recipient, within such time periods as the parties may reasonably agree, all records, data, files and other information received or computed for the benefit of such Recipient during the Service Period, in electronic and/or hard copy form; provided, however, that (i) the Provider will not have any obligation to provide or cause to provide data in any non-standard format and (ii) if the Provider, in its sole discretion, upon request of the Recipient, chooses to provide data in any non-standard format, the Provider and its Affiliates will be reimbursed for their reasonable out-of-pocket costs for providing data electronically in any format other than its standard format, unless expressly provided otherwise in the applicable Schedule.

SECTION 5. Miscellaneous.

(a) DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE PROVIDER MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE.

(b) Limitation of Liability; Indemnification.

(i) Each party acknowledges and agrees that the obligations of the other party hereunder are exclusively the obligations of such other party and are not guaranteed directly or indirectly by such other party’s stockholders, members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in the Separation Agreement, and subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or causes of action for damages, injuries or losses sustained by any party as a result of the other party’s action or inaction.

(ii) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedules to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, stockholders, managers, directors, officers, employees or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, stockholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result

 

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of such gross negligence or willful misconduct will be limited to an amount not to exceed the lesser of (i) the price paid for the particular Service, (ii) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any such alternatives to the Services by selecting the most cost effective alternatives which provide the functional equivalent of the Services replaced.

(iii) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN SECTION 5(B)(II) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5(B)(III).

(iv) The Recipient agrees to indemnify and hold harmless the Provider and Affiliates and their respective members, stockholders, managers, directors, officers, employees and agents with respect to any claims or liabilities (including reasonable attorneys’ fees) (“Claims”), which may be asserted or imposed against the Provider or such persons by a third party who is not an Affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the Recipient of a third-party agreement that causes or constitutes a material breach of such agreement by the Provider, except (with respect to both of the foregoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall have the right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all costs and expenses of such defense, contest, settlement or compromise (including reasonable outside attorneys’ fees and expenses) will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, and conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the Indemnitor and

 

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Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed).

(c) Compliance with Law and Governmental Regulations. The Recipient will be solely responsible for (i) compliance with all Laws affecting its business and (ii) any use the Recipient may make of the Services to assist it in complying with such Laws. Without limiting any other provisions of this Agreement, the parties agree and acknowledge that neither party has any responsibility or liability for advising the other party with respect to, or ensuring the other party’s compliance with, any public disclosure, compliance or reporting obligations of such other party (including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 and rules and regulations promulgated under such Acts or any successor provisions), regardless of whether any failure to comply results from information provided hereunder.

(d) No Partnership or Joint Venture; Independent Contractor. Nothing contained in this Agreement will constitute or be construed to be or create a partnership or joint venture between the parties or any of their respective Affiliates, successors or assigns. The parties understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other party, or to bind any other party in any manner whatsoever. The parties expressly acknowledge that the Provider is an independent contractor with respect to the Recipient in all respects, including with respect to the provision of the Services.

(e) Non-Exclusivity. The Provider and its Affiliates may provide services of a nature similar to the Services to any other Person. There is no obligation for the Provider to provide the Services to the Recipient on an exclusive basis.

(f) Expenses. Except as otherwise provided herein, each party will pay its own expenses incident to the negotiation, preparation and performance of this Agreement, including the fees, expenses and disbursements of their respective investment bankers, accountants and counsel.

(g) Further Assurances. From time to time, each party will use its commercially reasonable efforts to take or cause to be taken, at the cost and expense of the requesting party, such further actions as may be reasonably necessary to consummate or implement the transactions contemplated hereby or to evidence such matters.

 

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(h) Confidentiality.

(i) Subject to Section 5(h)(iii), each party, on behalf of itself and its respective Affiliates, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that applies to such party’s confidential and proprietary information pursuant to policies in effect as of the date hereof, all Information concerning the other party and its Affiliates that is either in its possession (including Information in its possession prior to the date hereof) or furnished by the other party, its Affiliates or their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement or otherwise, and will not use any such Information other than for such purposes as will be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such party or its Affiliates or any of their respective directors, officers, managers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such party (or its Affiliates) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference or prior access to any proprietary or confidential Information of the other party.

(ii) Each party agrees not to release or disclose, or permit to be released or disclosed, any Information of the other party or its Affiliates to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who will be advised of their obligations hereunder with respect to such Information), except in compliance with Section 5(h)(iii); provided, however, that any Information may be disclosed to third parties (who will be advised of their obligation hereunder with respect to such Information) retained by the Provider as the Provider reasonably deems necessary to perform the Services.

(iii) In the event that any party or any of its Affiliates either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law (including pursuant to any rule or regulation of any Governmental Authority) or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of any other party (or of the other party’s Affiliates) that is subject to the confidentiality provisions hereof, such party will notify the other party prior to disclosing or providing such Information and will cooperate at the expense of such other party in seeking any reasonable protective arrangements (including by seeking confidential treatment of such Information) requested or required by such other party. Subject to the foregoing, the person that received such a request or determined that it is required to disclose Information may thereafter disclose or provide Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority; provided, however, that such Person provides the other party upon request with a copy of the Information so disclosed.

(i) Headings. The Article, section and paragraph headings contained in this Agreement or in any Schedule or Exhibit hereto and in the table of contents to this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

 

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(j) Interpretation. For all purposes of this Agreement and the Schedules and Exhibits to this Agreement: (i) the terms defined in Section 1(a) have the meanings assigned to them in Section 1(a) and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned under generally accepted accounting principles; (iii) all references in this Agreement to designated “Articles”, “Sections”, “Schedules”, “Exhibits” and other subdivisions are to the designated Articles, Sections, Schedules, Exhibits and other subdivisions of the body of this Agreement; (iv) pronouns of either gender or neuter will include, as appropriate, the other pronoun forms; (v) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; (vi) “or” is not exclusive; (vii) “including” and “includes” will be deemed to be followed by “but not limited to” and “but is not limited to”, respectively; (viii) “may not” is not prohibitive and not permissive; (ix) “party” or “parties” refer to a party or parties to this Agreement unless otherwise indicated; (x) any definition of, or reference to, any law, agreement, instrument or other document herein will be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (xi) any definition of, or reference to, any statute will be construed as referring also to any rules and regulations promulgated thereunder.

(k) Tax Matters. The Tax Matters Agreement embodies the entire understanding between the parties to this Agreement relating to (i) the responsibility for the preparation and filing of Tax Returns, and (ii) the liability for Taxes, all or a portion of which Taxes and Tax Returns may arise as a result of or in connection with the transactions contemplated by this Agreement. This Agreement is not intended to, and does not, modify, amend or supersede either the Tax Matters Agreement, or the understanding embodied in it.

(l) Amendments. This Agreement (including the Schedules) may not be amended except by an instrument in writing executed by a duly authorized representative of each party. By an instrument in writing, the Provider, on the one hand, or the Recipient, on the other hand, may waive compliance by the other with any term or provision of this Agreement (including the Schedules) that such other party was or is obligated to comply with or perform. Any such waiver will only be effective in the specific instance and for the specific and limited purpose for which it was given and will not be deemed a waiver of any other provision of this Agreement (including the Schedules) or of the same breach or default upon any recurrence thereof. No failure on the part of any party to exercise and no delay in exercising any right hereunder will operate as a waiver thereof nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

(m) Inconsistency. Neither the making nor the acceptance of this Agreement will enlarge, restrict or otherwise modify the terms of the Separation Agreement or constitute a waiver or release by any party of any liabilities, obligations or commitments imposed upon them by the terms of the Separation Agreement, including the representations, warranties, covenants, agreements and other provisions of the Separation Agreement. In the event of any inconsistency between the terms of this Agreement (including the Schedules), on the one hand, and the terms of the Separation Agreement,

 

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on the other hand, the terms of the Separation Agreement will control. In the event of any inconsistency between the terms of this Agreement, on the one hand, and any of the Schedules, on the other hand, the terms of this Agreement (other than charges for Services) will control.

(n) Notices. All notices or other communications required or permitted to be given hereunder or under any Schedule or Exhibit will be in writing and will be delivered by hand or sent by prepaid telex, cable or telecopy or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and will be deemed given when so delivered by hand, electronic mail, telexed, cabled or telecopied, or if mailed, three days after mailing (one Business Day in the case of express mail or overnight courier service) to the contact person listed in the applicable Schedule. Any party may, by notice to the other party, change the contact person to which such notices are to be given.

(o) Assignment; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights and obligations of the parties may be assigned by any party without the prior written consent of the other party, except that (i) the Recipient may assign its rights under this Agreement to any Affiliate or Affiliates of the Recipient without the prior written consent of the Provider, (ii) the Provider may assign any rights and obligations hereunder to (A) any Affiliate or Affiliates of the Provider capable of providing such Services hereunder or (B) third parties to the extent such third parties are routinely used to provide the Services to Affiliates and businesses of the Provider, in either case without the prior written consent of the Recipient, and (iii) an assignment by operation of Law in connection with a merger or consolidation will not require the consent of the other party. Notwithstanding the foregoing, each party will remain liable for all of its respective obligations under this Agreement. Subject to the first sentence of this Section 5(o), this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns and no other person will have any right, obligation or benefit hereunder. Any attempted assignment or transfer in violation of this Section 5(o) will be void.

(p) Entire Agreement. This Agreement, the Ancillary Agreements, the Schedules and appendices hereto and thereto contain the entire agreement between the parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties with respect to such subject matter other than those set forth or referred to herein or therein.

(q) Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement, and will become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means will be effective as delivery of a manually executed counterpart of this Agreement.

(r) Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable Law or public policy, all other conditions and provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement

 

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is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the fullest extent possible.

(s) Incorporation by Reference. All Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement as if set forth in full herein. Section 11.16 of the Separation Agreement is incorporated herein by reference, mutatis mutandis, as if set forth herein.

(t) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

 

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.

 

 

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.

 

 

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first written above.

 

 

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SCHEDULE 1

FINANCIAL SERVICES PROVIDED BY BMS

Services Summary Description

Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2).

Services

 

Service		Description		Countries
Accounting
General Accounting		•        Processing of journal entries   •        Preparation of Account Reconciliation   •        Monthly local and management profit and loss, and balance sheet reporting, and submission to corporate reporting systems (including running monthly closing jobs, such as “revaluation” program, system used to collect actuals)   •        Coordination of abandoned property filings   •        Maintenance of chart of accounts, including the creation of new company codes and other master data   •        Processing inbound and outbound information transfers   •        Cost center reporting detail (excluding Thailand)   •        Utilization of data archiving and retention tools   •        Maintain mapping tables in SAP, BPCS, Mapics, and EARS, as applicable   •        Scheduling of interfaces with SAP, BPCS, as applicable   •        Processing of appropriate system access requests and production of security and audit reports   •        Standard analyses, upon request, of balance sheet or profit and loss statements   •        Gross margin system maintenance, reporting and supporting journal entries		USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Guam, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore1, Vietnam, Australia, Dominican Republic

 

1	Refers to Singapore Opco, Singapore Holdco and Triple J unless otherwise specifically stated.

 

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Service		Description		Countries
		•        Support monthly close process   •        Support royalty accounting   •        GOA and DOA maintenance and support   •        Accrual management and accounting (excluding Thailand)   •        Goods in Transit support (excluding Thailand)   •        Statutory reporting (excluding Thailand)   •        External reporting related to government, SEC, audit and compliance requirements   •        Export & Import services (excluding Thailand)
Gross Margin		Financial management of the corporate intercompany profit reserve created when intercompany sales are eliminated and the subsequent recognition of this intercompany profit on the consolidated P&L. Specific activities are:   •        Calculate and record on the P&L recognized Intercompany Profit by management market.   •        Assist market/regional finance with monthly analysis/validation of Intercompany profit recognized on the P&L.   •        Manage and validate total company Intercompany Profit balance sheet reserve.   •        Calculate and record annual revaluation of Intercompany Profit in inventory and coordinate analysis and agreement with market/regional finance.   •        Provide markets/headquarters with sales/cost information from Gross Margin System.   •        Gross Margin System maintenance & upgrades.		Worldwide

 

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Service		Description		Countries
Fixed and Intangible Asset Accounting		•     Review construction in progress to ascertain if expenses are properly classified (excluding Thailand)   •     Monthly reporting   •     Capitalizing closed projects   •     Calculating and booking depreciation to general ledger   •     Maintain capital expenditure support (excluding Thailand)		USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, China, Indonesia, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Hong Kong, Malaysia, Singapore, Vietnam, Australia
Accounts Payable & Disbursements		•     Providing accounts payable functionality, including scanning, routing of documents, Web-EDI, EDI, reporting and duplicate payment checking   •     Providing vendor and employee inquiry abilities through web or voice technology   •     Help desk support and problem resolution   •     Processing grant of authority requests and providing reports for review   •     Processing wire transfers   •     Processing manual check requests (excluding Thailand)   •     Vendor check distribution and remittance advices either by electronic means or fax   •     Processing invoices through the accounts payable process based upon the payment terms provided by Recipient   •     Journal entry preparation, review and approval and manual journal vouchers   •     Account Reconciliation preparation, review and approval   •     1099 and 480 reporting   •     Support for travel & entertainment expenses   •     Corporate and P-Card support   •     Vendor master data maintenance		USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Dominican Republic, Argentina, Mexico, Central America, China, Indonesia, Hong Kong, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Thailand, Philippines, Taiwan, Malaysia, Singapore, Vietnam, Australia, Guam

 

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Service		Description		Countries
		•     Trial Balance reports for vendors that include detailed invoices and aging   •     Parked and blocked document reporting and trending (SAP/BPCS (as applicable) in-boxes)   •     Cleared item reporting   •     Various metric reports that track performance, including number of invoices processed per month, time taken from scan to payment, time documents sit in SAP/BPCS (as applicable) inboxes, etc.   •     Travel and Expense support (including Concur)
Tax		•     Preparation of Tax Returns (income, VAT, sales and use Taxes) (excluding Thailand, China and Vietnam)   •     Supporting worldwide Tax services including VAT (excluding Thailand, Canada, China and Vietnam)   •     Accounts payable related tax reporting (i.e., 1099s, 480s) (excluding Thailand, China and Vietnam)   •     VAT, Sales & Use Tax (excluding Thailand, China and Vietnam)   •     Tax services related to PCOPS (the Europe Region only) (excluding Thailand, China and Vietnam)   •     Tax Provision and Reporting   •     Tax preparation, solely to the extent related to VAT and sales and use taxes (excluding Thailand, China and Vietnam)   •     Tax audit support in the areas of income, VAT, sales and use Taxes (excluding Thailand, China and Vietnam).		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Puerto Rico, Peru, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Taiwan, Singapore, Nijmegen, China, Vietnam, Thailand, India
Tax (US Only)		•     Analyze monthly use tax accruals   •     Handle all external sales and use tax and Property Tax inquiries   •     Prepare Real and Personal Property Tax Budgets.   •     Update Tax Records to capture monthly tax exemptions in Taxware via the STEP process.		USA
Treasury		•     Payment management   •     Determining funding levels for local banks		Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico,

 

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Service		Description		Countries
		•     Processing local transfers   •     Issuing checks   •     Cadivi Function (Venezuela only)   •     Services specifically exclude:   •     All cash planning and cash forecasting activities   •     Hedging strategy   •     Repatriation and Dividend strategy		Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Australia, Taiwan, Dominican Republic, China, India
Master Data Maintenance		•     Administration of standard, routine Pricing, Item Master and customer and material master data maintenance during the Term; provided that Provider shall not provide these services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate.		USA, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Central America, Caribbean, China, Indonesia, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Hong Kong, Thailand, Philippines, Malaysia, Taiwan, Singapore, Dominican Republic, Australia, Vietnam
Miscellaneous		•        Access to WebC3 for departmental expense reporting   •        Commissions processing		USA, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, India, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland

 

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Service		Description		Countries
Financial Reports		Cost Center Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports that summarize departmental expenses by account, on both a month-to-date and year-to-date basis.		USA, Canada (Fixed Assets Reports only), Puerto Rico, Peru, Mexico, China, Indonesia, Philippines, India, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Brazil, Argentina, Dominican Republic, Ecuador, Venezuela, Colombia, Hong Kong, Taiwan, Australia, Vietnam, Singapore, Malaysia, Thailand
		Balance Sheet Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports for assets and liabilities, indicating change in month-to-month activity as well as current account balance by profit center and opening balances. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide trend reports, which shall be run on a legal entity basis, or on a management basis where certain accounts or portions thereof are allocated between profit centers.   Profit and Loss Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide profit and loss reports, which shall be run on a legal entity and a management basis. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a profit and loss trial balance, both with detailed and summary reports, which shall be processed for all profit centers or individually by profit center.   Project Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide reports that track year-to-date and life-to-date project spending. Such reports shall be sorted by either project spending and account, or account and project within each account.

 

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Service		Description		Countries
		Fixed Asset Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide fixed asset reports that shall include capital spending by department, general asset listings, assets within a capital appropriation request (“CAR”) report, listing of asset retirements, fixed asset tag listing and an asset history sheet (such history sheet shall reflect all activity to the asset: i.e., retirements, disposals/transfer in/out of depreciation). In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that isolates CARs that have had no spending activity in the prior six (6) months and a capital recapitulation report, which classifies a CAR’s total spending to date, amount capitalized and amount expensed as well as the amount not yet expensed or capitalized. Lastly, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that summarizes assets by location.   Other Reports   •     Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide tie-out reports that compare ledger balances against management system interfaces and an account balance report that indicates detailed transaction activity. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course),

 

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Service		Description		Countries
		Provider shall provide master data change reports, audit reports, a full profit and loss report by product and other reports that are needed to support Management and Statutory requirements.
Export Accounting		•     Report sales from Cosmics.   •     Apply cash to customers.   •     Answer international market questions related to sales and customer accounts.   •     Calculate bad debt and PPV, reconcile inventory, set-up new customer accounts/product groups, and record a freight accrual.   •     Performing Monthly reporting and month-end close activities.		USA
Audit		Support for Internal and External Accounting inquiries.		Canada, Spain, Portugal, Nijmegen, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Puerto Rico, Brazil, Ecuador, Argentina, Peru, Mexico, China, Indonesia, Philippines, India, Guam, Dominican Republic, Australia, Malaysia, Singapore, Thailand, Taiwan, Vietnam, Hong Kong
Cost Accounting		•        Calculate and record purchase price variance.   •        Provide cost and inventory accounting services to non-manufacturing locations as needed.		Canada, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, UK, Ireland, Argentina, Brazil, Ecuador, Venezuela, Colombia, Peru, Taiwan, India, Dominican Republic

 

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Service		Description		Countries
Credit & Collection
Billing Invoices		Provider shall be responsible for the billing of invoices reflective of all promotion and other allowances offered, based on Provider’s authorized pricing as in effect as of the Closing. Provider also shall continue the collection of said billing during the Term.		Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen
Processing of Customer Deductions		All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the liability for such claims allocated as set forth in the Purchase Agreement. A joint communication shall be distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s responsibility for collecting and processing ends (at the end of the Term). In order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and Provider.		Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Taiwan, India, Nijmegen
Management of credit risks		Provider shall perform all credit services consistent with its policies and procedures existing as of the Closing. The management of credit risks shall be maintained by Provider in conjunction with Recipient. All credit risk for bad debt and/or non-payment of accounts receivable shall be the responsibility of Recipient.		Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Ireland, Nijmegen, Taiwan
Monitoring of Customer Cash Collection		Provider shall monitor customer cash collection and perform follow-up on customers that exceed invoice terms in a manner consistent with the collection services provided to the Business prior to the Closing Date.		Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, Taiwan, India, Nijmegen
Periodic Settling		Provider and Recipient will settle on the last day of each calendar month (or the first business day thereafter if such day is not a business day), for the preceding calendar month (or part thereof) in the Term, the net activity of cash collected net of cash paid.		Canada, Puerto Rico, Mexico, Hong Kong, Taiwan, Nijmegen

 

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Service		Description		Countries
Communicate bankruptcy notices		In the event of a notification of a customer bankruptcy, Provider will immediately communicate the bankruptcy to the Recipient.		USA, Taiwan, India, Canada, Puerto Rico, Nijmegen
Pricing		•     Process appropriately authorized requests to create and update customer hierarchy and pricing master records in SAP,   •     Refer any customer price queries to Business/ Sales Managers for investigation and approval.   •     Check SAP audit reports against authorized requests for accuracy.		Puerto Rico, Mexico
Audit of cycle counting process		Perform audits/observation of inventory cycle counts at distribution centers.		Taiwan, India, Mexico
Cash Application Services
Collection Services for Accounts Receivable		Collection services provided for accounts receivable shall be in accordance with the terms and conditions of sale. All costs associated with collection agencies or investigations will be the responsibility of the Recipient.		Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Mexico, India, Taiwan, Nijmegen
Cash Application Services		Provider shall be responsible for the collection of customer cash and the application of such payments to appropriate customer accounts and invoices with the receipt of appropriate documents from the relevant bank. Payments received for the Business shall be forwarded to the Business lock-boxes.		Canada, Puerto Rico, Mexico, Nijmegen, Venezuela, Colombia, Ecuador, Brazil, Argentina, Peru, Taiwan, India, Vietnam
Order Entry and Customer Service
Order Processing (Order-to-Cash)		Provider shall manage all order input, processing, filling, invoicing and shipment functions. All orders shall be processed as per existing metrics. Subject to product availability, Provider shall ensure that the period between its receipt of an order from a customer and the customer’s receipt of the ordered products, or “customer service cycle time”, shall be consistent with historical trends. Provider and Recipient shall work together to develop a transition plan to seamlessly transition order management and order fulfillment so that no later than the date of the termination of the Services described in this paragraph all orders are being managed and fulfilled by Recipient; provided that Provider		Canada (excluding shipping), Puerto Rico, Brazil, Argentina, Colombia, Venezuela, Taiwan, Nijmegen, India

 

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Service		Description		Countries
		shall not be responsible for providing such Services after the expiration of the Term if such transition plan does not result in Recipient managing and fulfilling all orders of the Business. Manage order monitoring, credit holds and order release.
Maintenance and review of relevant bank accounts		Provider shall maintain and review of relevant bank accounts, including those relevant to order entry and customer service.		Canada, Puerto Rico, Argentina, Brazil, Ecuador, Taiwan, India, Nijmegen, Australia, Mexico
Monthly GST return calculation and preparation		Provider Monthly GST/VAT return calculation and preparation (excluding lodgment)		Canada, Puerto Rico, Brazil, Colombia, Ecuador, Peru, Venezuela, Argentina, Taiwan, India, Nijmegen, Australia
Pricing, Item Master and customer master file maintenance		•     Establish and maintain pricing, item master, and customer master files.   •     Establish and maintain customer hierarchy.		Canada, Puerto Rico, Brazil, Colombia, Venezuela, Ecuador, Argentina, Peru, Taiwan, India, Nijmegen
Coordination, collection of required documents and completion of government bids		Maintain effective filing/archiving system for all required documents for the order process and accounts receivables, in accordance with document retention policy.		Puerto Rico, Taiwan
Monthly sales accruals and cash discount calculations		Record any required accruals each month, and perform discount calculations.		Mexico, Puerto Rico, Argentina, Colombia, Ecuador, Venezuela, Brazil, Peru, Taiwan, India, Nijmegen
Manage customer calls and inquiries		•     Receive queries from customers.   •     Refer technical, medical and customer queries relating to product usage and specific commercial issues to relevant personnel in Recipient.   •     Investigate and resolve queries within agreed timeframe.   •     Provider shall make available its existing call centers and toll-free telephone		Argentina, Colombia, Venezuela, Canada, Puerto Rico, Nijmegen

 

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Service		Description		Countries
		numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required product recalls and associated communications.
Consolidation Services		•     Recipient has the right to use the consolidation system   •     The Consolidation module will be maintained for the Recipient   •     Two months of knowledge transfer will occur to ensure the recipient.		Worldwide
Knowledge Transfer		It is understood that the Recipient plans to roll out a global SAP instance with a third party service level delivery platform. Knowledge transfer will occur during this roll-out time.		USA

Cost

Cost of Services shall be charged each month at a fixed amount of $1,630,071.

Term:

Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Knowledge Transfer: When services are terminated, both parties understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at the time the notification of the termination occurs.

Service Level Agreements: A Service Level Agreement (“SLA”) between each individual country of the Recipient and Provider will be prepared. Each SLA will address the specific requirements of each country. If there is a discrepancy between the SLA and the TSA, the TSA will take priority.

Early Termination of Services: Termination at any time upon 180 days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country; provided further, that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. If the Recipient elects to change the underlying information systems

 

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used to perform services provided by Provider, causing Provider to be unable to provide the services without incremental work, Services will considered to be terminated by the Recipient. Any incremental costs incurred by the Provider due to the early termination of outsourced services will be fully absorbed by the Recipient. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Stan Burhans

Point of Contact, Provider: Karen Murphy

Payment Terms: All payments and cash due to periodic settling are due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 2

FINANCIAL SERVICES PROVIDED BY MJN

Services Summary Description

Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date (except as otherwise set forth in Schedule 2). The individuals performing these responsibilities will be directed and managed by the Recipient.

Services

 

Service		Description		Countries
Accounting
Services provided to Asia Satellite Structure:
General Accounting:		•     Journals   •     Supporting documentation preparation   •     Collection of supporting documentation from others   •     Journal Entry input, approval and other JE activities   •     Month-end Close Submission   •     US GAAP legal entity P&L and balance sheet preparation   •     WD 1-5 alignment with Business / Sanity check   •     Inventory accounting   •     ICBC   •     Request and receive ICBC   •     Approve ICBC   •     Out of balances issue resolutions   •     Account reconciliations   •     Gathering supporting documentation   •     Preparation of reconciliation within the tool   •     Reconciliation approval within the tool   •     Review reconciliation (traffic light) within the tool   •     Others   •     GRIR   •     GRIR open item review and close		Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China

 

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Service		Description		Countries
		•     GRIR MR11 Clearing   •     Others   •     Annual US to Local GAAP Corporate Reporting   •     Corporate Reporting   •     Projection Balance Sheet   •     Balance Sheet actuals (flux analysis)   •     Direct Customer Product Inventory report   •     Corporate Reporting submission – other activities   •     Other Corporate Reporting   •     Post employment benefits computation   •     Legal entity forecasting   •     R&D actuals and projection   •     FAS 133 Reporting   •     Headcount Reporting   •     General Accounting Compliance   •     New accounting policies implementation   •     SOX related activities   •     Finance contracts review / contract management finance review   •     Internal and external audits   •     Management   •     Role of coaching / performing supervisory   •     Project management / process improvement
Accounts Payable		•     Providing accounts payable functionality, including scanning, routing of documents, reporting and duplicate payment checking   •     Providing vendor and employee inquiry abilities   •     Support for travel & entertainment expense processing   •     Corporate and P-Card support (including Concur)		Hong Kong, Malaysia, Indonesia, Philippines, Vietnam, Thailand, China

 

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Service		Description		Countries
Local General Accounting		Locally provided services on top of those provided by APFSS, on general accounting, fixed and intangible asset accounting, accounts payable and disbursements, financial reports, supporting local tax services, and internal and external audit supports.		Thailand

Cost

Cost of Services shall be charged each month at a fixed amount of $20,250 per month.

Term:

Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Knowledge Transfer:

When services are terminated, both parties understand that knowledge transfer between the parties will occur. The cost of this knowledge transfer will be determined at the time the notification of the termination occurs.

Early Termination of Services: Termination at any time upon 180 days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country; provided further, that if any Service set forth in this Schedule is so terminated with respect to a particular country, all Services set forth in this Schedule with respect to such country must be concurrently terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.

Recipient: BMS

Provider: MJN

Point of Contact, Recipient: Damian O’Reilly

Point of Contact, Provider: Kathy MacDonald

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 3

INFORMATION TECHNOLOGY SERVICES PROVIDED BY BMS

Countries: Worldwide

Services Summary Description

Provider shall provide and manage certain information technology services for Recipient as set forth in Exhibit A (Base IT Services Support), Exhibit B (Business Application Support and Development), Exhibit C (Workplace Services) and Exhibit D (IT Project Services) to this Schedule. In addition, upon completion of any project identified in Exhibit D to this Schedule, Provider and Recipient shall amend Exhibits A, B and C to this Schedule to add the completed project to such Exhibits as appropriate. All IT Services provided to Recipient at Historical Levels will continue to be provided except where specifically excluded in this Schedule. Services not included in the scope of this Schedule include: Outsourced Services Management for new services acquired by Recipient, use of Beeline by Recipient for IT contractor management, Consulting Services in cases where Provider has no capability or vested interest in changes to shared infrastructure or applications, Client Facing support by the Strategic Integration Organization outside of the US, and Validation Document Archive for new Applications used only by Recipient. Additionally, costs required to separate Services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider.

Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to include Recipient being borne by Recipient. Additional Services adopted by Provider during the Term of this agreement will be made available to Recipient based on mutual consent, with incremental costs necessary to include Recipient being borne by Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with that Service. Provider must notify Recipient within 180 days for the first twelve (12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider will within the following thirty (30) days provide a plan of action to include Recipient in the Additional Services or send a rejection of the Recipients request to the Recipient of their request to be included in the Additional Services. Provider will notify Recipient within fifteen (15) days of any Change in Services.

Recipient shall be responsible for the development, construction, testing and implementation of its own computing environment. All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient.

Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any business plans are made to effect change in either the Recipient or

 

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Provider computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided services required to operate the Business during the Term. Provider reserves the right to replace, upgrade, or modify its operating procedures and/or software systems at any time during the Term.

Limitation of Service

Recipient shall adhere to and follow all relevant Provider policies governing the use of Services provided in this Schedule 3. This shall include, but not be limited to, Provider’s internet usage policy and security policies.

Transition of Services

Provider will provide the support required to transition services and applications for Recipient; and such support will be managed as a project per Exhibit D with the cost associated with that transition borne by Recipient.

Data Transfers

In relation to data transfers, the following principles shall be adhered to:

 

•

Any request to transfer data shall be done as project per Exhibit D with all costs at an incremental expense to Recipient

 

•

Any transferred data shall be transferred in Provider standard format

 

•

Any data customization request shall be at an incremental expense to the Recipient

 

•

Data conversion and mapping activities shall be mutually agreed to during initiation of the project under Exhibit D

 

•

During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed at an incremental expense to the Recipient

Cost

Subject to Exhibit B, Cost of Services shall be charged each month at a fixed amount as follows:

 

Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Australia		AUD		$	418
Hong Kong		HKD		$	6,677
India		INR		$	3,089
Indonesia		IDR		$	12,256
Singapore		SGD		$	4,106
Taiwan		TWD		$	27,271
Thailand		THB		$	115,083
Vietnam		VND		$	4,643
Belgium		EUR		$	500
Denmark		N/A		$	583
France		EUR		$	5,520

 

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Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Ireland		EUR		$	83
Italy		EUR		$	1,167
Netherlands		EUR		$	16,610
Norway		N/A		$	500
Poland		PLN		$	1,834
Portugal		EUR		$	750
Russia		N/A		$	83
Spain		EUR		$	4,338
Sweden		SEK		$	750
United Kingdom		GBP		$	83,113
Argentina		ARS		$	417
Brazil		BRL		$	14,655
Canada		CAD		$	41,917
Colombia		COP		$	11,612
Ecuador		N/A		$	8,268
Mexico		MXN		$	138,083
Peru		PEN		$	8,451
Venezuela		VEF		$	647
Puerto Rico		N/A		$	7,083
U.S.A.		N/A		$	2,650,202
Total				$	3,170,710

In addition, Recipient shall be obligated to pay increased and renewal maintenance and licensing costs from vendors for software dedicated to Recipient covered under this Section.

Where Provider’s third party service providers may charge Recipient’s legal entities prior to the Separation Date and such charges are covered by the Cost of Services, those charges shall be removed from the total Cost of Services on a quarterly basis.

Additional Costs

New projects or services agreed to under Exhibit D of this Schedule 3 shall be borne by Recipient as agreed to by acceptance of such projects and services.

Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR) for the purchase of all new or replacement PCs during the Term.

Purchase of software on Recipient’s behalf by Provider above historical levels or unique to the Recipient shall be borne by Recipient.

Variable service costs that are directly charged to cost centers prior to separation will continue to be billed to Recipient and are not included in the monthly costs provided in this Schedule 3.

 

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Modification of Costs during Term

During the term of this Agreement, Provider and Recipient shall review the Services provided under this Schedule and the costs charged to provide Services twice annually. Provider’s Cost of Services shall be modified as documented in Provider’s Annual Business Plan once per year. Provider’s Cost of Services shall be modified twice per year based on Recipient volume of Services used under this Schedule.

Term: Until the date that is thirty-six (36) months after the Separation Date, except for Exhibit C which shall be twenty-four (24) months, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months, provided that the Recipient acknowledges and agrees that any other Schedule depending on IT Services as outlined in Section 4(b) must be terminated prior to Schedule 3; and an extension for any one of the aforementioned Schedules is deemed to be also an extension for Schedule 3 set out herein, and for the same extended Term. In the event that the Term of this Schedule 3 (excluding Exhibits C and D) is extended beyond thirty-six (36) months due solely to Recipient extending the Term of either Schedule 1 or Schedule 2 beyond thirty-six (36) months, Provider and Recipient shall discuss in good faith the scope of Services to be provided pursuant to this Schedule 3 (excluding Exhibits C and D) for such extended period.

Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’ prior written notice provided that all Schedules noted above that rely on this Schedule have been terminated prior to termination of this Schedule. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.

Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by Provider. Due to interdependency of applications and Services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider.

Provider: BMS

Recipient: MJN

Point of Contact, Recipient: Derek Faughn

Point of Contact, Provider: Susan Liddie

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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EXHIBIT A

BASE IT SERVICES SUPPORT

Services Summary Description

The Services to be provided by Provider under this Exhibit shall generally be described as Base IT Services Support. Except where specifically excluded, the Services include, but are not limited to, continued use and support of the underlying Provider technologies that enable voice and electronic data communications (Network Services) and access to required business applications and data (Application Hosting) for all business functions, operations and locations of Recipient plus other core services as explained in the Provider’s IM Services Catalog.

The Services provided in Exhibit A are required to provide the Services in Exhibits B, C and D. Exhibit A must be the last Exhibit terminated in Schedule 3 and is required for Schedule 4.

Scope of Services

The Services included in the Base IT Services Support shall include, but not be limited to, the following IT Services as defined in the Provider’s IM Service Catalog:

 

•

Accounts and Access

 

•

Application Hosting

 

•

Authentication and Identity Management Services

 

•

Business Continuity (Disaster Recovery Planning)

 

•

Cellular, Paging and Wireless for support for Company owned and supported cellular, paging and interactive-paging equipment.

 

•

Document Management Services

 

•

External Partner Services

 

•

Network (Voice and Data components)

 

•

Call Center Support

 

•

Outsourced Services Management, Supplier Management and Supplier Audit Services for Provider’s service providers. Excludes suppliers or agreements acquired by Recipient.

 

•

Remote Access

 

•

Information Security Services except where noted below

 

•

Systems Integration Services

 

•

Telephone and voicemail services

These Services shall include Installation Qualification documentation required for all hardware or equipment as defined by Provider’s policies.

Limitations to the scope of this Exhibit:

 

•

Computer Investigation Services – The collection and storage of data for human resources investigations (the “Computer Investigation Services”) shall be provided at request of Recipient. Analysis of the collected data is outside the scope of the Services and will not be performed by Provider. The Computer Investigation Services will only be provided to the Recipient to the extent that (i) Provider determines in good faith that Recipient has taken the necessary steps in the relevant local market to allow for such Services to be provided by Recipient (including, but not limited to, Recipient obtaining employees’ consent, notifications to Recipient employees of Recipient’s monitoring

 

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policy (e.g., banners)) and (ii) it is permissible under local law. Data will be provided in Provider’s standard collection format. Custom requests by Recipient such as requests to change data format, separate or segregate existing collected data for Recipient’s use or create new solutions to separate data for Recipient shall be at Recipient’s expense and considered a separate project under Exhibit D.

 

•

Service Center Support: Activities or requests to integrate Provider and Recipient or Recipient’s service provider service centers is not included in the scope of this Service and would be considered a separate project under Exhibit D.

 

•

Domain Name Registration: The process of registering and renewing centrally managed domain names shall be included in the scope of this Exhibit. Domain names that have been registered outside of the central administration process cannot be managed under this Exhibit. Transfer of domain names to Recipient shall occur at the transition of this function or other process shall be implemented to allow Provider’s agents continued rights to maintain domain names for Recipient. Additionally, approval of domain name registration requires the approval of the Recipient’s Trademark group.

Services Expansion:

Site Expansion – Provider will provide necessary Services and capabilities to new sites required by Recipient, with Recipient bearing the full cost of implementation and ongoing operation per Exhibit D.

List of Applications

To the extent that any application listed in the table below will be supported for Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by Recipient to reinstate a system from retirement will result in all costs being borne by Recipient.

 

App Number		Application Name
142419		A&P MANAGEMENT SYSTEM
152401		A&P TRACKING SYSTEM MJN
135577		A&P TRACKING SYSTEM-MJN
135612		AC NEILSON
133777		AC NIELSEN
137022		AC NIELSEN - ADVISOR (ADVISOR)
137483		AC NIELSON - ADVISOR
143913		AC NIELSON - ADVISOR (MALAYSIA)
135237		ACCESS CONTROL
156857		ACCIST
136715		ACCOLADE
141360		ACCOUNT DEFINITION AND MAINTENANCE (ADAM)
142973		ACCOUNT MANAGER - HK

 

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App Number		Application Name
135283		ACCOUNT RECEIVABLE
139384		ACCOUNT RECONCILIATION TOOL (ART)
155205		ACS GENERATION
155059		ACS P&L
133153		ACTUALS COLLECTION SYSTEM
136926		ADAM HUMAN RESOURCES (ADAM)
136381		ADAM, MEXICO
152451		ADOBE PRESENTER
135330		ADP
136378		ADP BRAZIL
143026		ADP WEB SITE
135051		ADVANCE PAYMENTS
136360		AIMS
135183		ANNOUK
146018		ANP TRACKING SYSTEM
136384		APLUS+ GUAYNABO
134318		APO
136582		APRICOT
134411		ARIBA BUYER
139585		ARTS FOLLOW UP
136385		ASSETCHECK
137782		ATLAS CHROMATOGRAPHY SYSTEM MJN-ITO
142922		ATTESTATIONS
133934		AUDIT - AUDIT DOCUMENT LIBRARY
135688		AUDIT - ICS
155266		AUTO PO - VZLA
134020		AUTOBANK
135301		AUTOMATIC COLLECTION
155154		AUTOMATIC PURCHASE ORDERS
136386		AVID 2.0
154753		AZTECH-TEMPLE
155267		BACKORDER MANAGEMENT
144767		BACSTEL
155157		BALANCE GENERAL
141867		BALANCED SCORECARD MEAD JOHNSON
135068		BANK RECONCILIATION (CONCILIACION BANCARIA)
136136		BELGIUM INTRANET
142118		BIZRIGHTS
143184		BLOG CAP 2008

 

43

---

App Number		Application Name
156107		BMS RESTAURANT
138883		BMS UK INTERNET SITE
134993		BMSACT
135018		BMSCBR
136389		BMSCHE
135007		BMSCTS
135013		BMSOTS
135022		BMSPER
135011		BMSRES
135023		BMSSCB (CONCILIACION BANCARIA)
135024		BMSSEG
135089		BMSSIAV-400
145017		BMSTH_CAPITAL APPROPRIATION REQUEST (ECAR)
137484		BMSTH_SIMPLIFY
TBD		BNP Banc National Paris
155268		BOX PRODUCT
134950		BPCS - PR GUAYNABO
134955		BPCS - MALAYSIA
135433		BPCS - MEXICO
155555		BPCS - QMS
153104		BPCS CHILE
136392		BPCS COLOMBIA (BPCS)
155307		BPCS GUAYNABO - WIC PROCESS
149874		BPCS PERU
141610		BPCS - SINGAPORE (BPCS)
136399		BPCS VENEZUELA (BPCS)
140487		BPCS-HONG KONG (BPCS)
140485		BPCS-INDIA (BPCS)
140490		BPCS-INDONESIA (BPCS)
140484		BPCS-PHILIPPINES (BPCS)
140486		BPCS-TAIWAN (BPCS)
140488		BPCS-THAILAND (BPCS)
136583		BPR BUSINESS PARTNER REQUEST
136401		BPS
143797		BUDGET UPLOAD ASIA PACIFIC
136262		BUILDING ONE
143847		BW ARIES
PEND		BW/BI
133172		CAESAR

 

44

---

App Number		Application Name
139634		CALL PLAN
135267		CAPIT - (TM1 & ARCPLAN)
135026		CASH BOOK
156357		CELLOMICS THERMOFISHER HIGH CONTENT SCREENING (HCS
137128		CENTRO NUTRICIONAL - SUSTAGEN
155060		CERTIFICADO DE RETENCIONES
134041		CFT / POSTEBANQUE
137532		CHEMSTORE MJ
137513		CHINA - ELEARNING
137713		CHINA BPCS - MJ
137212		CHINA COMPUTER PIN & ANTI-FAKE SYSTEM
137972		CHINA MP2 - MJ
156005		CHINA- PAYROLL
137968		CHINA TM1 - MJ
136343		CITIBANK PAYLINK (INTERFACE)
134845		CLARIFY
134846		CLARIFY ERESPONSE
136123		CLIENT SERVICES WEB SITE
137017		CLINICAL STUDIES
155504		CLOSED CAPTION TV
135379		CMG
134092		CNC EMATCHER
144772		COEUK.BMS.COM
136100		COMMUNICATION EXECUTIVE BULLETINS
133175		COMMUNICATIONS - EXEC.COM
133176		COMMUNICATIONS - IN TOUCH
136626		COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM)
143604		COMPUSENSE
140584		COMPUTERIZED CALIBRATION MANAGEMENT SYSTEM
155008		CONCILIACION INTERCOMPANY
155055		CONCILIACION TARJETAS DE CREDITO
145466		CONCUR EXPENSE SERVICE
134907		CONDOR (GXPHARMA)
155165		CONFIDENTIAL PARTNERS - PHILIPPINES PAYROLL
149170		CONSULTANT PLUS
155557		CONSUMER CONCERN DATABASE
136147		CONSUMER RELATIONSHIP MANAGEMENT (CRM)
135594		CONSUMER RESPONSE SYSTEM (CRS)
134856		CONSUMER TRACKING STUDY (CTS)

 

45

---

App Number		Application Name
135794		CONTRACTS ACCRUALS
136261		CONTRATECH
136412		CONTROL 15, PHILLIPPINES
155061		CONTROL DE DESCUENTOS DEL DISTRIBUIDOR
155062		CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR
153153		CONVERGYS
136678		CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS)
155906		CORPORATE REAL ESTATE
136604		CORPORATE SECURITY - WEBSITE
134391		COSMICS
135830		COTIZACIONES
155556		CRB
135428		CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM
134850		CRIS 6 (COMPLAINT REACTION/ADVERSE EVENT INQ. SYS)
136268		CRISP
134920		CRM
142977		CRM SYSTEM
143338		CRM-DATA WAREHOUSING
143028		CROIX BLEUE WEB SITE
136864		CUSTOMER INQUIRY
136863		CUSTOMER RESOURCE CENTER CALENDAR
155063		CUT OFF
150526		CV&JOB APPLICATION MANAGEMENT
141814		CYBRARY
TBD		DADSU
136865		DAILY NEWS
133961		DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM)
136258		DAS2
150476		DASII REPORTING DATABASE
135110		DATA TRACKER GUAYNABO
139942		DATA CENTER ACCESS REQUEST
136214		DATA WAREHOUSE DELIVERY WEB SITE
TBD		DB Annuaire
PEND		DB Audit \ Optiva Component
136999		DB2 CUSTOMER MASTER
152902		DDD ANALYZER
141764		Demand de Recruitment
141310		DEMAND SOLUTIONS FORECAST MANAGEMENT
134067		DEPARTMENTAL INTRANET PAGES

 

46

---

App Number		Application Name
138984		DHL CONNECT
155264		DIALCA INTERFACE
155103		DIETHLEM ETMS
143917		DIRECT MAILING SYSTEM
134400		DISPOSAL ORDER SYSTEM
136150		DISTRIBUTOR MANAGEMENT SYSTEM - MJ CHINA
135603		DM/FSS DATA WAREHOUSE
135251		DOCFLOW
153654		DOCUMENTAL PLATFORM MJ MEXICO
135206		DOMESTIC TRAVEL SYSTEM
136238		DPP COLOMBIA
135056		DRAFT PURSUIT
135241		DSI UK
150927		DUTCH INTRANET
134083		EARS
137528		EASYWAY
155754		EBI AUTOMATION
137658		EBI BADGE MANAGEMENT
136260		ECASH
142975		ECHO SYNC
142978		ECSS EDI GATEWAY
135332		EDI - CANADA
144816		EDI - GXS SAP SYMPHONY
135846		EDI - SIAV
136598		EDI ORDERS DAFNE
151531		EEOC - CAAMS BUSINESS UNIT MAPPING UTILITY
150676		EFS
133201		EHS - OPERATING RESULTS
135242		EHS INCIDENT ANALYSIS
134922		E-LEAVE SYSTEM
155257		ELECTRONIC PAYMENTS - VZLA
136741		ELECTRONIC SIGNATURES
147766		EMAIL NOTIFICATION MANAGEMENT SYSTEM
136426		ENTERPRISE HUB
142619		EPIC STAR
133781		EPORTAL
136122		EPOST
134737		EREPORTS
142722		ESOS

 

47

---

App Number		Application Name
133708		eSourcing (Frictionless)
135107		ESS
134097		ETAFI
135569		ETMS - THAILAND
134716		ETRAC
135073		EVALUATION OF ORDERS
134533		EVANSVILLE ADDENDUM
141261		EXADI
135426		EXCEL-A-RATER
136929		EXCHANGES AND RETURNS
145568		EXECCOMM
133203		EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E)
137465		FAC-IT
135462		FEDEX PACKAGING
148516		FIDELLO
135342		FINANCE - CANADA
136947		FINANCIAL NOTE OF CREDIT
135598		FINISHED PRODUCT INVENTORY
149824		FISCAL BOOK RECORDS
155007		FIXED-ASSETS
135376		FLEX
144770		FOCUS
147866		FORECAST MANAGEMENT SYSTEM MJ
156407		FORMWARE
135606		FREE TRADE & SAMPLE ISSUE TRACKING
136870		FURNITURE SURPLUS CATALOG
140985		GAT
135240		GE.PE
134866		GENESIS DATA WAREHOUSE
136746		GENESIS TERRITORY ALIGNMENT
137459		GENTRAN SAP
136721		GESO
135510		GET PAID
134117		GETRAS APPLICATION
137262		GIFTS - SALES & MARKETING
135725		GKO
137724		GLOBAL CALENDAR SERVICE
136679		GLOBAL CORPORATE MANAGEMENT
136868		GLOBAL DESIGN

 

48

---

App Number		Application Name
137723		GLOBAL EMAIL SERVICE
135772		GLOBAL MEETINGS MANAGEMENT - MARRS
136125		GLOBAL METRICS
151883		GLOBAL SCAN
134790		GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS)
PEND		GOA WEB APPLICATION
145616		GOLDFIRE INNOVATOR
155261		GOVERNMENT PAYROLL RULES
136602		GOVERNMENT AFFAIRS - WEBSITE
134420		GOVERNMENT INTERACTIONS
155558		GRIP
134473		GROSS MARGIN SYSTEM
133429		GSSWEB
134474		HAZARDOUS MTRL TRACKING
137508		HOGIA
145266		HP QUALITY CENTER TEST DIRECTOR
137953		HR 360 DEGREE
136229		HR DATA WAREHOUSE
137954		HR FLEET CARD
139236		HR HORIZONS
136736		HR MANAGEMENT SYSTEM
135568		HR MANAGEMENT SYSTEM - THAILAND
136744		HR REPORTING
137956		HR REQUEST - THAILAND
136236		HR@BMS
136127		HR@NET
144771		HRDIRECT.BMS.COM
136151		HRIS
142980		HRIS - HK
135329		HRIS, TAIWAN
135154		HRMS PROFESSIONAL
136350		HR-USOFT
135244		HUMANRES
PEND		Hyperion Essbase Application
135607		HYPERION PILLAR
150475		HYPERION-MJN
135715		IMS SALES ANALYZER - SPAIN
135408		IN HOUSE SYSTEM - DOMINICAN REPUBLIC
146016		IN MARKET MANAGEMENT SYSTEM

 

49

---

App Number		Application Name
156757		INDIA PAYROLL SYSTEM
135817		INFINIUM - Indonesia
134138		INFINIUM-HR
136759		INSER
138733		INTEGRATED HCP MASTER
134848		INTEGRATED RELATIONSHIP MARKETING
139536		INTEGRATED WEB PLATFORM
133215		INTERCOMPANY BACKCHARGES
149774		INTERFACE BPCS WITH SAP FSS
145868		INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVICE
154303		INTERNAL WAREHOUSE REPLENISHMENT (IWR)
136237		INTERNATIONAL DATA ROSTER WEB
135145		INTRANET
134942		INTRANET - MALAYSIA
142944		INTRANET RH FRANCE
141159		INTRANET SECURITY SYSTEM
135204		INTRANET WEBSITE - TAIWAN
135834		INTRASTAT
135016		INVOICE CONTROL
143490		ISIS - MJ - CANADA
134489		ITO LIST NUMBER DATABASE
136869		ITO QC/QA TIME EXCEPTIONS
134896		JDA PORTFOLIO - PROSPACE PLUS
142569		JDA SPACE PLANNING - MEX
133725		JET JOURNAL ENTRY
135190		JOB BID
PEND		Jobline - 3rd party (New application in process)
144769		JOBLINEUK
134943		KOL SYSTEM
149976		LATIN AMERICA REGIONAL DATA DRUGS DISTRIBUTION(DDD
153505		LATIN AMERICA SHARE OF MARKET
136784		LEGACY PRISM HISTORY
134595		LEGACY QA MICROFILM INDEXING
134597		LEGACY QA SAMPLES PROCESSING
136503		LEGACY QUALITY CONTROL STABILITY SAMPLES
133222		LEGAL - CPI - TRADEMARK SYSTEM
133223		LEGAL - DOMAIN NAME TRACKING SYSTEM
151481		LEGAL - EEOC REPORT BULLETIN
133224		LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS

 

50

---

App Number		Application Name
136102		LEGAL - GIFTS
133226		LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS)
133230		LEGAL - MEMOTECH/MIS - PATENTS
136455		LEGAL - TRADEMARK COST TRACKING DATABASE
135738		LEGAL CONTRACTS
136225		LEGAL INVOICE TRACKING SYSTEM
143084		LESSOR
149772		LEXI-TECH CLIENT TRANSLATION REQUEST
155158		LIBRO DIARIO
134519		MAINTENANCE MANAGEMENT
135512		MANAGEMENT CONTROL
155654		MANUAL MASTER
134526		MANUFACTURING BATCH RECORDS
136456		MANUGISTICS
137506		MANUGISTICS-FULFILLMENT 7.1.2
134169		MAPICS
137510		MARKET SHARE ANALYSIS
134522		MATERIAL & PRODUCT PERFORMANCE TRACKING
134174		MAX / JMAX
135417		MAXIMO (GLOBAL)
135245		MEAD JOHNSON CHANGE CONTROL
154253		MEDICAID REPORTING
136937		MEDICAL SAMPLE
136597		MEDICAL/FITNESS - BSDI FITNESS
135773		MEDICAL/FITNESS - MEDGATE
136468		MEDICHECK, MEXICO, MJN
143029		MERCER PENSION PLAN WEB SITE
134176		META4MIND
PEND		Methane Gas Billing
148968		MEXICO VACATION SYSTEM
138524		MICROBIAL VITAMIN ANALYSIS (MVA)
136716		MICROSOFT PROJECT SERVER 2003
TBD		MIKROS
137159		MJ DSI FINANCIAL REPORTING
135268		MJ INTRANET
137000		MJ PAYROLL FRON/BACK/INTERFACES
142773		MJN AWARD PROCESSING
PEND		MJN DB Promotions (Web Page)
151276		MJN DCS REPORTING

 

51

---

App Number		Application Name
144616		MJN ERS STATISTICAL ANALYSIS & REPORTING
155162		MJN IDMC
134536		MJN LIST NUMBER DATABASE
154353		MJN MF UTILITY JOBS (900 SERIES)
NA		MJN Miscellaneous Notes DBs - See Remedy 5005
137533		MJN MSF IC
136732		MJN PROJECT MANAGEMENT
135385		MJN SALES FORCE SYSTEM
152802		MJN TECH INTELLIGENCE
136740		MJNG BULLETIN BOARD
155163		MONTHLY CLOSE
143027		MORNEAU SOBECO WEB SITE
135393		MRS-MOBILE REPORTING SYSTEM
135498		MSF HOSPITAL FEEDING SYSTEM
134888		MSF PRACTITIONER MAINTENANCE
135272		MSF REPORT TABLE MAINTENANCE
135596		MSF RESOURCE MGMT
134869		MSF SALES REPORTING
134180		NDF - NOTES DE FRAIS
137467		NEWSEDGE MJ
135723		NIELSEN - SPAIN
134880		NOTES FORMS DBS
136733		NPIS
134192		NUTS
157257		NV-PAS
139784		OASIS
155908		OFFRES EMPLOIS
138934		OMNIRIM
133234		ONEBMS PORTAL
146816		ONEBMS PORTAL/CANADA COMMUNITY
134899		ONEBMS PORTAL/MJN RETAIL SALES COMMUNITY
143647		ONEBMS PORTAL/MJN US MEDICAL SALES COMMUNITY
134220		ONLINE ADS FRANCE
137950		ONLINE BOM
137967		ONLINE ITEM MASTER
136366		ONLINE LEARNING & DEVELOPMENT
135546		ONLINE LEAVE
136576		OPTIMIZE
PEND		Optiva (PLM - New project)

 

52

---

App Number		Application Name
137365		ORACLE CLINICAL / ELECTRONIC DATA CAPTURE
141714		ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL
142985		ORACLE HRMS
135253		ORIME
134208		OTHER PAYMENTS
137949		OUTLET CLASSIFICATION
139134		OWT DATA FEED V3
134211		OXYGENE
136480		PACHA
134579		PACKAGING BATCH RECORDS
138226		PACKAGING DB
136362		PACKAGING MATERIAL SPECIFICATION SYSTEM
136481		PACKAGING MATERIAL SPECIFICATIONS
155554		PACKSPEC DATABASE - NIJMEGEN
137514		PAINTRANET
137961		PANELIST DB
135346		PASSWORD MANAGEMENT (PSYNCH)
155057		PAYLINK PERU CHILE
136140		PAYMENTS ADMINISTRATION IN BANK
151783		PAYMETRIC
145667		PAYROLL BMS PL
136365		PC OPERATION
135430		PERFORMANCE CONNECTIONS
146116		PERSISTENT URL
155258		PETTY CASH - VZLA
137716		PGPM GSS PORTFOLIO AND PROJECT TOOLSET
147616		PHA PRO
134576		PHARMACEUTICAL CHANGE CONTROL SYSTEM
134222		PHOENIX
155009		PIRAMIDE DE PROVEEDORES
135575		PIVOTAL - CRM
151784		PIVOTAL CRM 5.9
137505		PIVOTAL CRM V 5.1
135373		PL INTRANET
153953		PLANNING, BUDGETING AND PROJECTIONS
133245		PLATEAU ELMS (LEARNING@BMS)
135093		PLEIADES
137891		PMFLA
141266		POD EVIDENCE

 

53

---

App Number		Application Name
143897		POLICIES AND PROCEDURES
142986		PORTUGAL PAYROLL SYSTEM
155505		POWER MEASURE LIMITED
136488		POWER PLAY SALES METRICS
135642		PPV AND PPV ADJUSTMENTS
134882		PRACTNR MAILING SYSTEM
134883		PRACTNR MASTER DB
134884		PRACTNR SALES CALL
135375		PREMIERE
144916		PRESTA
137499		PRICE & DEAL SETTING SYSTEM
135761		PRICING & SOURCING - TRANSFER PRICING
155058		PROCEDURE
135506		PROCESS AND REPORTS OF AVERAGE COST
135059		PROCESS BMS DESCRIPTION
137973		PRODUCT ACCRUALS
134840		PRODUCT INFORMATION DATABASE
150576		PRODUCT REPOSITORY
136492		PRODUCT SALES COLLECTION, PERU
136496		PROFITABILITY CUBE
135605		PROMOTIONAL FUNDS MANAGEMENT SYSTEM
138325		PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING)
137515		PUBLICENT
136142		PURCHASE CUSTOMER ORDER
155253		PURCHASE PROVISION
143916		PURCHASING INTRANET
155011		PURCHASING REGISTRATION BOOK PERU
137963		PURCHASING REQUEST
135418		QA INTERLEAF
134593		QA LDS
154754		Q-Master
135921		QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS)
155156		QUARANTINE
134615		QUASAR
155013		REGISTRO DE VENTAS PERU
133247		REMEDY
155155		REQUISICIONES AUTOMATICAS
145418		RESERVATIONS
136595		RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP

 

54

---

App Number		Application Name
140735		RESOURCELINK SE
155054		RETENCIONES
137470		REX RECONCILIATION APPLICATION
TBD		RIA Checkpoint
152101		RIGHT FAX (GLOBAL IMPRESS SERVICES)
146019		RIGHTFAX
153553		RIGHTFAX MJN
155907		RISKSAFE
136355		RTS
135740		SAC
136748		SAFARI ALIGNMENT
134885		SAFARI PROFESSIONAL
136507		SALARY PLANNING - KADIRI
135310		SALES CUBE
135516		SALES DATAMART
136779		SALES FORCE AUTOMATION
147166		SALES FORCE E-LEARNING (TUDESARROLLO)
152151		SALES INFORMATION SYSTEM(SIS) - MJ CHINA
138076		SALES INTERFACES
135789		SALES QUOTE MANAGEMENT
136509		SALES REP LOOKUP
135595		SALES REPORTING (SILVON DATA TRACKER)
155153		SALES RETURN & SALES DISCOUNT
144969		SALES STATISTIC CODE
134141		SALES STATISTICS
137024		SALES STATISTICS CUBES
135832		SALES STATISTICS IN AS/400
134891		SALES TRAINING WEB SITE
134892		SAMPLES ACCOUNTABILITY SYSTEM
143354		SAMPLES CONTROL
134255		SAMPLES MNGT.
136286		SANTANDER GLOBAL
PEND		SAP BCS
136512		SAP BUSINESS WAREHOUSE (BW)
151426		SAP DM RELATED PROCESSING (671)
133251		SAP FDG
146416		SAP GTS GTP
139184		SAP HR (VERSION 4.6C)
136513		SAP ORDER TO CASH (OTC) - SYMPHONY

 

55

---

App Number		Application Name
135525		SAP ORDER TO CASH (OTC) HARMONY
156105		SAP TOUCH POINTS
134949		SAS BILLING
155955		SBI WEBSITE
155955		SBI WEBSITE
135360		SCANDINAVIAN ABSENCE REPORT
135367		SCANDINAVIAN CONFERENCE ROOM BOOKING
136515		SCANDINAVIAN WHO IS WHO INTRANET
137516		SCANDINTRA.BMS.COM
136517		SCOP, CANADA
134260		SECTO
137780		SECURITY RISK ASSESSMENT APPLICATION
134688		SECURITY VISITOR WATCH DATABASE
136757		SESAME
PEND		SET
139187		SEVERANCE
136274		SIAV CSO
135003		SIAV MEAD JOHNSON
135008		SIAV SAMPLES MEAD JOHNSON
134937		SIEBEL SYSTEM
155905		SIMPLEX GRINNELL
136521		SIMSAL
134635		SINGLE ITEM MASTER (SIM)
148266		SIPREME
134930		SIS
142519		SMITH BARNEY
134508		SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002
134944		SNOP
134269		SOLRED
135099		SPANISH ETMS
136739		SPEC PROPOSAL DATABASE
155453		SPECTRA
137892		STAFF BENEFITS SYSTEM
135822		STAFF SERVICES - FACILITIES WEB APPLICATION
135252		STANDARD OPERATING PROCEDURE
134723		STARS
135090		STATISTIC OF SALES
136141		STOCK DISTRIBUTOR
137507		STOCK MONITORING SYSTEM

 

56

---

App Number		Application Name
137893		STOCK REQUISITION
138834		SUN JAVA IDENTITY MANAGER
137158		SUN JAVA SYSTEM RFID TAG AND SHIP SOLUTION 1.5
134652		SUPERFUND
133274		Supplier Link
137964		SUPPLIER MASTER
136600		SURVEY WIZARD
134980		SYC
134855		SYMPOSIUM WEB APP
146466		SYNTHESIS FOR PDA WINDOWSMOBILE5
155053		TAIWAN PAYROLL - KPMG THIRD PARTY
155167		TALENET (OUTSOURCE)
143025		TALEO BUSINESS EDITION
133355		TAX - CORPTAX CS AND EDP
138069		TAX - CORPTAX ETS AND EDP
151533		TAX - CORPTAX US COMPLIANCE
146917		TAX - DBXI
135061		TAX DISCOUNTS
142770		TCS VIDEO CONF REQUEST
135423		TEAMS - PORTUGAL
144161		TEAMS INTEGRATION
134282		TEAMSHARE - SPAIN
135243		TELEPHONE DIRECTORY
135097		TEMPTATION
136927		THE RESERVATION FOR OBSOLESCENCE
135238		TIME RECORDING
150627		TIME@ADP
134927		TM/1 - DATA WAREHOUSING SYSTEM(MJ)
151579		TM1 - BRAZIL
151729		TM1 ARGENTINA
151733		TM1 COLOMBIA
151679		TM1 ECUADOR
142974		TM1 -HK
151629		TM1 PERU
134940		TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS
151732		TM1 VENEZUELA
136535		TM1, INDONESIA (TM1)
136539		TM1, TAIWAN
137498		TM1_SALES

 

57

---

App Number		Application Name
136540		TM1_SERV7
137717		TOCK - CLOCKWARE
138277		TRACKWISE - EHS ACTIONS TRACKING
143649		TRACKWISE - MATERIAL WORKFLOW
136617		TRAVEL - 14 DAY PRETRIP AUTHORIZATION
137486		TRAVEL - CENTRAL BILL FORM
133157		TRAVEL - ETRIP
151480		TRAVEL - GROUND TRANSPORTATION OPTION
136195		TRAVEL - PRETRIP EXCEPTION AUTHORIZATION
143494		TRAVEL - SMALL MEETINGS FORM
133158		TRAVEL - TRAVELWEB
133202		TREASURY: ETREASURY - NETTING
135679		TREASURY: ETREASURY - SPOT TRADES
135758		TREASURY: ETREASURY - WEB REPORTS
133170		TREASURY: TREASURY GTM V8.1.2 (GTM)
155159		TRIAL BALANCE
144516		TS3
136421		TURNOVER, MEXICO
138222		BOSS KADROVIK
156106		UNPLUGGED
135076		UPILIB
TBD		URSSAF
155010		VALORIZACION DE IMPORTACIONES
135566		VENDOR MANAGED INVENTORY
135505		VENDOR MANAGED INVENTORY / INFOREM
155855		VENDOR MSDS
143185		VISION CHAIN (CPFR)
137476		VISTA
135440		WEB CORPORATE WEB SITE
150224		WEBMETHODS
134969		WELFARE SYSTEM
148216		WFM
133235		WHITEPAGES
135381		WHO IS WHO
134304		WHO’S WHO
134858		WIC ADMIN DATA WAREHOUSE
134694		WINS
135228		WITNESS CALL MONITORING
134305		WMS

 

58

---

App Number		Application Name
142620		WORKBRAIN TIME & ATTENDANCE
135614		WORKSTATION PLUS
135260		Xign
134710		ZEELAND ADDENDUM
155854		ZEELAND PRODUCTION REPORTING SYSTEM
135286		RMA
135294		MATERIAL PROMOTIONAL
135299		BANKING CONCILIATION
135303		LIQUIDATION OF IMPORTS
135304		OBSOLECENCE OF INVENTORIES
135313		QUOTE CUBE
135314		INVENTORIES CUBE
136390		BPCS ARGENTINA
136393		BPCS ECUADOR AND QMS
136422		EDI
136925		FORCE ANALYZER
137535		DOI CUBE
154853		SECURITY OF DUTIES
155353		INTERFACE WITH DISTRIBUTOR
155404		BPCS ACCOUNTING- NEW MODULES
157457		PORTALVENEZUELA
135605		Promotional funds management system
135606		Free Trade & Sample Issues (FTSI)
135595		Sales reporting (Silvon data tracker)
135594		Consumer Response System (CRS)
157658		BPCS - Vietnam
156957		Sponsorship Management System

 

59

---

EXHIBIT B

BUSINESS APPLICATION SUPPORT AND DEVELOPMENT

Services Summary Description

The Services to be provided by Provider under this Exhibit shall be those services in the Provider’s IM Services Catalog that allow for, but are not limited to, Data Management, systems administration, application maintenance, and application development within the production, development, and test environments for applications shown in the table below. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide.

All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures.

The software applications governed by this Exhibit shall change as the responsibility for support and maintenance transitions to Recipient.

Scope of Services

The systems and applications specified in this Exhibit are those that are required in the normal course of delivering Provider provided Services and required to operate the Business in the ordinary course during the Term. Systems and applications supported, maintained and enhanced by Recipient in their entirety prior to the commencement of the Term are excluded from the Services contemplated by this Exhibit.

Costs: During the Term of this Schedule, upgrades of Applications dedicated to Recipient to remain compliant with vendor support shall be at Recipient’s expense, including all costs to upgrade or remediate middleware components, bolt-on systems or other support components. If Recipient does not upgrade, Recipient shall be responsible for any additional costs for extended support, additional hardware or services to protect the Provider’s environment, modifications to middleware or bolt-ons and/or accept reduced SLAs from Provider.

Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under Exhibit D.

Master Data Maintenance

Provider, at Historical Levels, as defined in Section 2(d)(i) of this Agreement, shall be responsible for the IT administration of standard, routine customer and material master data maintenance during the Term; provided that Provider shall not provide these Services for any program that may be introduced by Recipient or the Business after the Closing Date for which Provider lacks the system capability to accommodate.

 

60

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Software

To the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to the extent such use occurred during the six (6) months prior to the Closing Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing of such consents.

List of Applications

To the extent that any application listed in the table below will be supported for Recipient’s use, access to and governance of the application shall be determined by the Application Owner as listed in the Provider’s system of record known as Optimize. Additionally, the nature and level of support will be based on the support provided prior to Separation Date and the list may not be all inclusive. Any system listed in the table below that has been retired or is in the process of being retired will be maintained by Provider in that retired state. Any request by Recipient to reinstate a system from retirement will result in all costs being borne by Recipient.

 

App Number		Application Name
137022		AC NIELSEN - ADVISOR (ADVISOR)
135237		ACCESS CONTROL
156857		ACCIST
141360		ACCOUNT DEFINITION AND MAINTENANCE (ADAM)
135283		ACCOUNT RECEIVABLE
139384		ACCOUNT RECONCILIATION TOOL (ART)
155205		ACS GENERATION
155059		ACS P&L
133153		ACTUALS COLLECTION SYSTEM
136926		ADAM HUMAN RESOURCES (ADAM)
136381		ADAM, MEXICO
152451		ADOBE PRESENTER
135330		ADP
136378		ADP BRAZIL
135051		ADVANCE PAYMENTS
135183		ANNOUK
146018		ANP TRACKING SYSTEM
136384		APLUS + GUAYNABO
134318		APO
136582		APRICOT
134411		ARIBA BUYER
139585		ARTS FOLLOW UP
133934		AUDIT - AUDIT DOCUMENT LIBRARY
135688		AUDIT - ICS
155266		AUTO PO - VZLA

 

61

---

App Number		Application Name
134020		AUTOBANK
135301		AUTOMATIC COLLECTION
155154		AUTOMATIC PURCHASE ORDERS
136386		AVID 2.0
155267		BACKORDER MANAGEMENT
155157		BALANCE GENERAL
141867		BALANCED SCORECARD MEAD JOHNSON
135068		BANK RECONCILIATION (CONCILIACION BANCARIA)
136136		BELGIUM INTRANET
142118		BIZRIGHTS
143184		BLOG CAP 2008
156107		BMS RESTAURANT
138883		BMS UK INTERNET SITE
134993		BMSACT
135018		BMSCBR
136389		BMSCHE
135007		BMSCTS
135109		BMSLIQ
135013		BMSOTS
135022		BMSPER
135011		BMSRES
135023		BMSSCB (CONCILIACION BANCARIA)
135089		BMSSIAV-400
TBD		BNP Banc National Paris
155268		BOX PRODUCT
134950		BPCS - PR GUAYNABO
134955		BPCS - MALAYSIA
135433		BPCS - MEXICO
153104		BPCS CHILE
136392		BPCS COLOMBIA (BPCS)
155307		BPCS GUAYNABO - WIC PROCESS
149874		BPCS PERU
141610		BPCS- SINGAPORE (BPCS)
136399		BPCS VENEZUELA (BPCS)
140487		BPCS-HONG KONG (BPCS)
140485		BPCS-INDIA (BPCS)
140490		BPCS-INDONESIA (BPCS)
140484		BPCS-PHILIPPINES (BPCS)
140486		BPCS-TAIWAN (BPCS)

 

62

---

App Number		Application Name
140488		BPCS-THAILAND (BPCS)
136583		BPR BUSINESS PARTNER REQUEST
136401		BPS
143797		BUDGET UPLOAD ASIA PACIFIC
143847		BW ARIES
PEND		BW/BI
133172		CAESAR
135267		CAPIT - (TM1 & ARCPLAN)
135026		CASH BOOK
155060		CERTIFICADO DE RETENCIONES
137532		CHEMSTORE MJ
136343		CITIBANK PAYLINK (INTERFACE)
136123		CLIENT SERVICES WEB SITE
137017		CLINICAL STUDIES
135379		CMG
134092		CNC EMATCHER
144772		COEUK.BMS.COM
136100		COMMUNICATION EXECUTIVE BULLETINS
133175		COMMUNICATIONS - EXEC.COM
133176		COMMUNICATIONS - IN TOUCH
136626		COMPLIANCE - FINANCIAL CONTROL MANAGEMENT (FCM)
155008		CONCILIACION INTERCOMPANY
155055		CONCILIACION TARJETAS DE CREDITO
134907		CONDOR (GXPHARMA)
135794		CONTRACTS ACCRUALS
136412		CONTROL 15, PHILLIPPINES
155061		CONTROL DE DESCUENTOS DEL DISTRIBUIDOR
155062		CONTROL DOCUMENTARIO DESCUENTOS DEL DISTRIUIDOR
136678		CORPORATE LEGAL AGREEMENT STATUS SYSTEM (CLASS)
136604		CORPORATE SECURITY - WEBSITE
134391		COSMICS
135830		COTIZACIONES
135428		CREDIT & ACCOUNT RECEIVABLES MGT. SYSTEM
136268		CRISP
136864		CUSTOMER INQUIRY
136863		CUSTOMER RESOURCE CENTER CALENDAR
155063		CUT OFF
141814		CYBRARY
TBD		DADSU

 

63

---

App Number		Application Name
136865		DAILY NEWS
133961		DAS (DOCUMENT ARCHIVAL_MANAGEMENT SYSTEM)
136258		DAS2
150476		DASII REPORTING DATABASE
135110		DATA TRACKER GUAYNABO
139942		DATA CENTER ACCESS REQUEST
136214		DATA WAREHOUSE DELIVERY WEB SITE
TBD		DB Annuaire
136999		DB2 CUSTOMER MASTER
152902		DDD ANALYZER
141764		Demand de Recruitment
141310		DEMAND SOLUTIONS FORECAST MANAGEMENT
134067		DEPARTMENTAL INTRANET PAGES
138984		DHL CONNECT
155264		DIALCA INTERFACE
134400		DISPOSAL ORDER SYSTEM
135603		DM/FSS DATA WAREHOUSE
153654		DOCUMENTAL PLATFORM MJ MEXICO
135206		DOMESTIC TRAVEL SYSTEM
136238		DPP COLOMBIA
135056		DRAFT PURSUIT
135241		DSI UK
150927		DUTCH INTRANET
134083		EARS
137528		EASYWAY
135332		EDI - CANADA
144816		EDI - GXS SAP SYMPHONY
135846		EDI - SIAV
151531		EEOC - CAAMS BUSINESS UNIT MAPPING UTILITY
133201		EHS - OPERATING RESULTS
135242		EHS INCIDENT ANALYSIS
134922		E-LEAVE SYSTEM
155257		ELECTRONIC PAYMENTS - VZLA
136741		ELECTRONIC SIGNATURES
147766		EMAIL NOTIFICATION MANAGEMENT SYSTEM
136426		ENTERPRISE HUB
142619		EPIC STAR
133781		EPORTAL
136122		EPOST

 

64

---

App Number		Application Name
134737		EREPORTS
133708		eSourcing (Frictionless)
135107		ESS
134716		ETRAC
135073		EVALUATION OF ORDERS
134533		EVANSVILLE ADDENDUM
141261		EXADI
135426		EXCEL-A-RATER
136929		EXCHANGES AND RETURNS
145568		EXECCOMM
133203		EXPENSE REIMBURSEMENT SYSTEM (IBM EXPRES T&E)
137465		FAC-IT
135462		FEDEX PACKAGING
135342		FINANCE - CANADA
136947		FINANCIAL NOTE OF CREDIT
135598		FINISHED PRODUCT INVENTORY
155007		FIXED-ASSETS
144770		FOCUS
147866		FORECAST MANAGEMENT SYSTEM MJ
136870		FURNITURE SURPLUS CATALOG
140985		GAT
135240		GE.PE
137459		GENTRAN SAP
135510		GET PAID
137262		GIFTS - SALES & MARKETING
135725		GKO
137724		GLOBAL CALENDAR SERVICE
136679		GLOBAL CORPORATE MANAGEMENT
136868		GLOBAL DESIGN
137723		GLOBAL EMAIL SERVICE
135772		GLOBAL MEETINGS MANAGEMENT - MARRS
151883		GLOBAL SCAN
134790		GLOBE (GLOBAL LIBRARY OF BRANDING ELEMENTS)
PEND		GOA WEB APPLICATION
155261		GOVERMENT PAYROLL RULES
136602		GOVERNMENT AFFAIRS - WEBSITE
134420		GOVERNMENT INTERACTIONS
134473		GROSS MARGIN SYSTEM
133429		GSSWEB

 

65

---

App Number		Application Name
134474		HAZARDOUS MTRL TRACKING
145266		HP QUALITY CENTER TEST DIRECTOR
136229		HR DATA WAREHOUSE
139236		HR HORIZONS
136736		HR MANAGEMENT SYSTEM
136744		HR REPORTING
136236		HR@BMS
136127		HR@NET
144771		HRDIRECT.BMS.COM
135329		HRIS, TAIWAN
135244		HUMANRES
PEND		Hyperion Essbase Application
135607		HYPERION PILLAR
150475		HYPERION-MJN
135715		IMS SALES ANALYZER - SPAIN
146016		IN MARKET MANAGEMENT SYSTEM
135817		INFINIUM - Indonesia
134138		INFINIUM-HR
134848		INTEGRATED RELATIONSHIP MARKETING
139536		INTEGRATED WEB PLATFORM
133215		INTERCOMPANY BACKCHARGES
149774		INTERFACE BPCS WITH SAP FSS
145868		INTERNAL CERTIFICATE AUTHORITY VERIFICATION SERVIC
136237		INTERNATIONAL DATA ROSTER WEB
142944		INTRANET RH FRANCE
141159		INTRANET SECURITY SYSTEM
135204		INTRANET WEBSITE - TAIWAN
135016		INVOICE CONTROL
143490		ISIS - MJ - CANADA
134489		ITO LIST NUMBER DATABASE
136869		ITO QC/QA TIME EXCEPTIONS
133725		JET JOURNAL ENTRY
PEND		Jobline - 3rd party (New application in process)
144769		JOBLINEUK
153505		LATIN AMERICA SHARE OF MARKET
134595		LEGACY QA MICROFILM INDEXING
134597		LEGACY QA SAMPLES PROCESSING
136503		LEGACY QUALITY CONTROL STABILITY SAMPLES
133222		LEGAL - CPI - TRADEMARK SYSTEM

 

66

---

App Number		Application Name
133223		LEGAL - DOMAIN NAME TRACKING SYSTEM
151481		LEGAL - EEOC REPORT BULLETIN
133224		LEGAL - ELECTRONIC FILING SYSTEM/PAIR - PATENTS
136102		LEGAL - GIFTS
133226		LEGAL - LEGAL EXPENSE TRACKING SYSTEM (LETS)
133230		LEGAL - MEMOTECH/MIS - PATENTS
136455		LEGAL - TRADEMARK COST TRACKING DATABASE
135738		LEGAL CONTRACTS
136225		LEGAL INVOICE TRACKING SYSTEM
155158		LIBRO DIARIO
135512		MANAGEMENT CONTROL
134526		MANUFACTURING BATCH RECORDS
136456		MANUGISTICS
137506		MANUGISTICS-FULLFILMENT 7.1.2
134169		MAPICS
137510		MARKET SHARE ANALYSIS
134522		MATERIAL & PRODUCT PERFORMANCE TRACKING
134174		MAX / JMAX
135417		MAXIMO (GLOBAL)
135245		MEAD JOHNSON CHANGE CONTROL
136937		MEDICAL SAMPLE
136597		MEDICAL/FITNESS - BSDI FITNESS
135773		MEDICAL/FITNESS - MEDGATE
134176		META4MIND
PEND		Methane Gas Billing
148968		MEXICO VACATION SYSTEM
TBD		MIKROS
137159		MJ DSI FINANCIAL REPORTING
135268		MJ INTRANET
142773		MJN AWARD PROCESSING
PEND		MJN DB Promotions (Web Page)
151276		MJN DCS REPORTING
155162		MJN IDMC
134536		MJN LIST NUMBER DATABASE
154353		MJN MF UTILITY JOBS (900 SERIES)
NA		MJN Miscellaneous Notes DBs - See Remedy 5005
136732		MJN PROJECT MANAGEMENT
136740		MJNG BULLETIN BOARD
155163		MONTHLY CLOSE

 

67

---

App Number		Application Name
134180		NDF - NOTES DE FRAIS
137467		NEWSEDGE MJ
134880		NOTES FORMS DBS
136733		NPIS
157257		NV-PAS
139784		OASIS
155908		OFFRES EMPLOIS
138934		OMNIRIM
133234		ONEBMS PORTAL
146816		ONEBMS PORTAL/CANADA COMMUNITY
134220		ONLINE ADS FRANCE
136576		OPTIMIZE
PEND		Optiva (PLM - New project)
137365		ORACLE CLINICAL / ELECTRONIC DATA CAPTURE
141714		ORACLE CLINICAL REMOTE DATA CAPTURE/EXTERNAL
135253		ORIME
134208		OTHER PAYMENTS
137949		OUTLET CLASSIFICATION
134211		OXYGENE
136480		PACHA
134579		PACKAGING BATCH RECORDS
136481		PACKAGING MATERIAL SPECIFICATIONS
155057		PAYLINK PERU CHILE
136140		PAYMENTS ADMINISTRATION IN BANK
151783		PAYMETRIC
135430		PERFORMANCE CONNECTIONS
146116		PERSISTENT URL
155258		PETTY CASH - VZLA
137716		PGPM GSS PORTFOLIO AND PROJECT TOOLSET
147616		PHA PRO
134576		PHARMACEUTICAL CHANGE CONTROL SYSTEM
134222		PHOENIX
155009		PIRAMIDE DE PROVEEDORES
151784		PIVOTAL CRM 5.9
137505		PIVOTAL CRM V 5.1
135373		PL INTRANET
153953		PLANNING, BUDGETING AND PROJECTIONS
133245		PLATEAU ELMS (LEARNING@BMS)
135093		PLEIADES

 

68

---

App Number		Application Name
137891		PMFLA
141266		POD EVIDENCE
143897		POLICIES AND PROCEDURES
136488		POWER PLAY SALES METRICS
135642		PPV AND PPV ADJUSTMENTS
134882		PRACTNR MAILING SYSTEM
134883		PRACTNR MASTER DB
134884		PRACTNR SALES CALL
135761		PRICING & SOURCING - TRANSFER PRICING
155058		PROCEDURE
135506		PROCESS AND REPORTS OF AVERAGE COST
135059		PROCESS BMS DESCRIPTION
137973		PRODUCT ACCRUALS
134840		PRODUCT INFORMATION DATABASE
150576		PRODUCT REPOSITORY
136492		PRODUCT SALES COLLECTION, PERU
136496		PROFITABILITY CUBE
138325		PROSPER - (PROJECT SYSTEM, PLANNING ET REPORTING)
136142		PURCHASE CUSTOMER ORDER
155253		PURCHASE PROVISION
155011		PURCHASING REGISTRATION BOOK PERU
135921		QUALITY COMPLAINTS INVESTIGATION SYSTEM (QCIS)
155156		QUARANTINE
134615		QUASAR
155013		REGISTRO DE VENTAS PERU
133247		REMEDY
155155		REQUISICIONES AUTOMATICAS
136595		RESOURCE SCHEDULING AND VERIFICATION PROGRAM RSVP
155054		RETENCIONES
137470		REX RECONCILIATION APPLICATION
TBD		RIA Checkpoint
153553		RIGHTFAX MJN
135740		SAC
136507		SALARY PLANNING - KADIRI
135310		SALES CUBE
135516		SALES DATAMART
136779		SALES FORCE AUTOMATION
147166		SALES FORCE E-LEARNING (TUDESARROLLO)
135789		SALES QUOTE MANAGEMENT

 

69

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App Number		Application Name
155153		SALES RETURN & SALES DISCOUNT
144969		SALES STATISTIC CODE
134141		SALES STATISTICS
137024		SALES STATISTICS CUBES
135832		SALES STATISTICS IN AS/400
134891		SALES TRAINING WEB SITE
134892		SAMPLES ACCOUNTABILITY SYSTEM
143354		SAMPLES CONTROL
134255		SAMPLES MNGT.
136286		SANTANDER GLOBAL
PEND		SAP BCS
136512		SAP BUSINESS WAREHOUSE (BW)
151426		SAP DM RELATED PROCESSING (671)
133251		SAP FDG
146416		SAP GTS GTP
139184		SAP HR (VERSION 4.6C)
136513		SAP ORDER TO CASH (OTC) - SYMPHONY
135525		SAP ORDER TO CASH (OTC) HARMONY
156105		SAP TOUCH POINTS
134949		SAS BILLING
135360		SCANDINAVIAN ABSENCE REPORT
135367		SCANDINAVIAN CONFERENCE ROOM BOOKING
136515		SCANDINAVIAN WHO IS WHO INTRANET
137516		SCANDINTRA.BMS.COM
136517		SCOP, CANADA
134260		SECTO
137780		SECURITY RISK ASSESSMENT APPLICATION
134688		SECURITY VISITOR WATCH DATABASE
136757		SESAME
PEND		SET
139187		SEVERANCE
136274		SIAV CSO
135003		SIAV MEAD JOHNSON
135008		SIAV SAMPLES MEAD JOHNSON
136521		SIMSAL
134635		SINGLE ITEM MASTER (SIM)
148266		SIPREME
142519		SMITH BARNEY
134508		SMW EVANSVILLE MJN SAMPLEMANAGER LIMS 2002

 

70

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App Number		Application Name
134269		SOLRED
135099		SPANISH ETMS
136739		SPEC PROPOSAL DATABASE
135822		STAFF SERVICES - FACILITIES WEB APPLICATION
135252		STANDARD OPERATING PROCEDURE
134723		STARS
135090		STATISTIC OF SALES
136141		STOCK DISTRIBUTOR
138834		SUN JAVA IDENTITY MANAGER
134652		SUPERFUND
133274		Supplier Link
137964		SUPPLIER MASTER
136600		SURVEY WIZARD
134980		SYC
133355		TAX - CORPTAX CS AND EDP
138069		TAX - CORPTAX ETS AND EDP
146917		TAX - DBXI
135061		TAX DISCOUNTS
142770		TCS VIDEO CONF REQUEST
134282		TEAMSHARE - SPAIN
135243		TELEPHONE DIRECTORY
136927		THE RESERVATION FOR OBSOLESCENCE
135238		TIME RECORDING
150627		TIME@ADP
134927		TM/1 - DATA WAREHOUSING SYSTEM(MJ)
151733		TM1 COLOMBIA
142974		TM1 -HK
151629		TM1 PERU
134940		TM1 SERVER & PERPECTIVE 8 - FINANCE DATA ANALYSIS
151732		TM1 VENEZUELA
136539		TM1, TAIWAN
137717		TOCK - CLOCKWARE
138277		TRACKWISE - EHS ACTIONS TRACKING
143649		TRACKWISE - MATERIAL WORKFLOW
136617		TRAVEL - 14 DAY PRETRIP AUTHORIZATION
137486		TRAVEL - CENTRAL BILL FORM
133157		TRAVEL - ETRIP
151480		TRAVEL - GROUND TRANSPORTATION OPTION
136195		TRAVEL - PRETRIP EXCEPTION AUTHORIZATION

 

71

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App Number		Application Name
143494		TRAVEL - SMALL MEETINGS FORM
133158		TRAVEL - TRAVELWEB
133202		TREASURY: ETREASURY - NETTING
135679		TREASURY: ETREASURY - SPOT TRADES
135758		TREASURY: ETREASURY - WEB REPORTS
133170		TREASURY: TREASURY GTM V8.1.2 (GTM)
155159		TRIAL BALANCE
144516		TS3
136421		TURNOVER, MEXICO
TBD		UNISTAFF
135076		UPILIB
TBD		URSSAF
155010		VALORIZACION DE IMPORTACIONES
135505		VENDOR MANAGED INVENTORY / INFOREM
137476		VISTA
135440		WEB CORPORATE WEB SITE
150224		WEBMETHODS
133235		WHITEPAGES
135381		WHO IS WHO
134304		WHO’S WHO
135228		WITNESS CALL MONITORING
134305		WMS
142620		WORKBRAIN TIME & ATTENDANCE
135260		Xign
134710		ZEELAND ADDENDUM
135286		RMA
135294		MATERIAL PROMOTIONAL
135299		BANKING CONCILIATION
135303		LIQUIDATION OF IMPORTS
135304		OBSOLECENCE OF INVENTORIES
135313		QUOTE CUBE
135314		INVENTORIES CUBE
136390		BPCS ARGENTINA
136393		BPCS ECUADOR AND QMS
136422		EDI
136925		FORCE ANALYZER
137535		DOI CUBE
154853		SECURITY OF DUTIES
155353		INTERFACE WITH DISTRIBUTOR

 

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App Number		Application Name
155404		BPCS ACCOUNTING - NEW MODULES
157457		PORTALVENEZUELA
134117		GETRAS APPLICATION
157658		BPCS - Vietnam
156957		Sponsorship Management System
157861		A&P Tracking System MJN

 

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EXHIBIT C

WORKPLACE SERVICES

Services Summary Description

The Services to be provided by Provider under this Exhibit shall generally be described as services provided to support end-user services as listed in the Provider’s IM Service Catalog. The Services provided include, but are not limited to:

 

•

Desktop Services including:

 

•

Deskside support

 

•

Desktop management including Desktop/Laptop hardware break/fix

 

•

PC lifecycle management

 

•

Install, Move, Add, Change (IMACs)

 

•

Site Support

 

•

Software procurement

 

•

Help Desk including:

 

•

General support

 

•

SAP Help Desk

 

•

Sales Force Help Desk

 

•

R&D Scientific Help Desk

 

•

Messaging and calendaring

 

•

Collaboration Services, including but no limited to, eConferencing, Audio, Video & Web Conferencing.

 

•

Print, Fax and Scan services

Scope of Services

These Services shall be provided to Recipient’s employees, contractors and external business partners to the extent that such Services were provided prior to Closing Date at Historical Levels as defined in Section 2(d)(i) of this Agreement. Increase in Services beyond Historical Levels or for new usage not in place prior to Closing Date will require initiation of a project by Recipient per Exhibit D and shall mutually be agreed to by Provider and Recipient.

Software

To the extent Provider is contractually permitted to allow for such use, Recipient may continue to utilize software licensed by Provider for the duration of the Term to the extent such use occurred during the six (6) months prior to the Closing Date. In the event that the consent of a third party is required for such use, the provisions of Section 2.10 of the Separation Agreement shall govern the securing of such consents.

 

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EXHIBIT D

IT PROJECT SERVICES

Services Summary Description

It is understood that Recipient will significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application will follow Provider established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is under no obligation to provide Services where technical capabilities do not exist in the existing Provider’s IM Services Catalog.

The Services to be provided by Provider under this Exhibit shall include, but not be limited to, those services in the Provider’s IM Services Catalog that allow for the initiation, execution, and implementation of new Infrastructure or Application projects. Generally speaking, these Services will be limited to all supported services required to complete projects for new infrastructure and applications necessary for the continued operation and growth of Recipient. Completion of projects shall be in strict accordance with Provider’s policies and procedures.

Where required, Recipient shall obtain necessary software licenses (“Licensed Software”) as required by software vendors and applicable laws. Licenses for Licensed Software currently used by Recipient, and solely for the benefit of Recipient, shall be transferred by Provider as permitted under the respective vendor licenses agreements and where agreed by Provider. Any costs incurred by Provider resulting from a transfer of Licensed Software to Recipient or a vendor required renegotiation of Provider Licensed Software will be borne by Recipient.

Delivery of agreed projects will be in compliance with Service Level Agreements of Provider and their designated providers. Recipient will bear the full cost of all Project Services.

List of Projects

 

PGPM Project ID		Project Name
2005-0791		MJN Product Lifecycle Management Implementation
2007-0224		MJN Global Quality Strat - LIMS
2007-0224c		MJN Global Quality Strat - LIMS CR-c
2007-0224d		MJN Global Quality Strat - LIMS CR-d
2007-0801		Big C VMI to EDI
2007-0810		MJN PLM Construct and Test
2007-0810e		MJN PLM Construct and Test CR-e
2007-0810f		MJN PLM Construct and Test CR-f
2007-1105		Internet Marketing Web Site
2007-1277		Nijmegen Customs Req Changes
2007-1277a		Nijmegen Customs Req Changes CR-a
2008-0022		ZIPP Packaging Automation DCS
2008-0081		Practitioner Audit and Balancin
2008-0120		EBI Access Control Upgrades

 

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PGPM Project ID		Project Name
2008-0120a		EBI Access Control Upgrades CR-a
2008-0204		MJN Zeeland MSA Switch Upgrade
2008-0204a		MJN Zeeland MSA Switch Upgrade CR-a
2008-0256		MJN India Distribution Project
2008-0269		IWP Help Desk Support
2008-0289		Regional A&P Tracking System
2008-0290		To revamp MJ TM1 (MY & SG)
2008-0310		MJ Phil Web
2008-0310a		MJ Phil Web CR-a
2008-0360		MJN SFA System
2008-0360b		MJN SFA System CR-b
2008-0396		Project HRIS Extend
2008-0484		Balance Scorecard Caricom
2008-0484a		Balance Scorecard Caricom CR-a
2008-0583		Server upgrade for Hanoi
2008-0608		Demand Forecast - MJ Thailand
2008-0637		3PL Lease Line Connect
2008-0643		MJN SA&R-Tatura Interface
2008-0643b		MJN SA&R-Tatura Interface CR-b
2008-0648		MJN NIJ - network expansion
2008-0663		MJ CDS Integration (Atlas) - ZE
2008-0829		WINS Ind PC Upgrade
2008-0866		Central America B2B
2008-0920		CRM WAN
2008-0921		SFA JET
2008-0931		Project Storage
2008-0985		ETL CanCan for CRM Pivotal
2008-0989		Mead Johnson Global SOP System
2008-0989a		Mead Johnson Global SOP System CR-a
2008-0991		MJN RightFax Upgrade
2008-1036		Project Minnesota
2008-1037		MJN IPO APAC BPCS
2008-1039		MJN IPO SAP
2008-1041		MJN IPO LATAM BPCS
2008-1042		MJN IPO Puerto Rico BPCS
2008-1043		MJN IPO MAPICS Canada
2008-1072		Importation and PPV
2008-1093		VPN connection
2008-1104		CRM Pivotal additional licenses

 

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PGPM Project ID		Project Name
2008-1114		Project Total (Kenco)
2008-1114a		Project Total (Kenco) CR-a
2008-1120		Increase Space of MJCF
2008-1121		Office Expansion at CHO
2008-1146		MJN IWP DR at Auburn Hills
2008-1147		MJN DB Promotions (Web Page)
2008-1165		OneMJN Portal Analysis
2008-1173		MJN Project Metro (new office)
2008-1185		MJN Global Payroll-HRIS Project
2008-1189		N2N VPN for Tianjin Office
2008-1190		N2N VPN for Xiamen Office
2008-1191		N2N VPN for XiAn Office
2008-1246		Meridian IQ Connectivity Change
2008-1266		Pulse Website Retirement Projec
2008-1286		Indonesia Discount Change
2008-1305		MeadJohnson Community
2008-1326		MJN Payroll Data Conversion 2
2008-1329		VMI System
2008-1330		CRM Enhancement
2008-1334		MJN Global LIMS 9_2 Dev Server
2008-1336		Tatura Remote Office
2008-1339		MJN Executive Support Project
2008-1344		MJN BPR Master Data
2008-1352		Cosmics Analysis - MJN IPO
2008-1406		Perf Connections_MJN IPO
2008-1414		MJN SOP Sharepoint Solution Est
2008-1415		Gray Loon Partner access to IWP
2008-1416		BPCS Implementation Dom Rep
2008-1467		Loyalty Points program
2008-1478		Web Support
2008-1506		MJN IPO ADP Global Data Warehou
2008-1553		MJN IPO Bank of America A P
2008-1557		Microbial Vitamin Disaster Rec
2008-1558		EBI Automation Disaster Rec
2008-1565		Project New Office Setup
2009-0018		MJN Vietnam office renovation
2009-0040		MJ China DMS Roll Out

 

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SCHEDULE 4

INFORMATION TECHNOLOGY SERVICES PROVIDED BY MJN

Countries: United States, Peru, and Chile (including support for ConvaTec).

Services Summary Description

Provider shall provide client facing support and management of applications (see table below) for the countries identified. This includes Break/Fix, Customer Assistance, Required Modifications, and Elective Enhancements based on Historical Levels. Provider shall not be required to provide any Services in connection with any applications that are not currently supported by Provider or that Provider does not have the capability to provide. In addition, upon completion of any new project identified in this Schedule, Provider and Recipient shall amend the table below to add the completed project to this Schedule. All IT support historically provided to Recipient will continue to be provided except where specifically listed. Additionally, costs required to separate services prior to or during the term of this Schedule are not included in the costs and would be incremental to the cost of this Schedule. Recipient will use Provider-required project intake processes and systems for all requests made against Services made available by Provider.

All systems and applications shall remain under Provider governance until operation of an application is transferred to Recipient. Access and use of the systems and applications shall be in strict accordance with Provider’s policies and procedures.

Where Provider and Recipient share applications, Recipient shall be obligated to assist Provider in upgrading applications where necessary whether Provider or Recipient initiated. Where upgrades are Recipient initiated and agreed to by Provider, these projects would be considered a separate project under this Schedule.

The software applications governed by this Schedule shall change as the responsibility for support and maintenance transitions to Recipient.

All costs and expenses associated therewith (the “Development Costs”) shall be borne by Recipient.

Without limiting the generality of the foregoing, Recipient shall act as project manager for the development, construction, testing and implementation of its computing environment. Recipient agrees that its responsibilities as project manager shall include preparation (and communication to Provider) of reasonable project timelines and requirements for technical expertise or specialist personnel, hiring and supervision of systems integrators or other personnel and timely delivery, testing and implementation of the computing environment. Recipient will collaborate with Provider on the development of the project timelines, with Provider and Recipient approving the project timelines before any business plans are made to effect change in either the Recipient or Provider computing or business environments. Provider shall not provide any resources above and beyond the normal course of delivering Provider-provided Services required to operate the Business during the Term. Provider reserves the right to replace, upgrade, or modify its operating procedures and/or software systems at any time during the Term.

 

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Services

Client facing IM support only for Indiana Technical Operations in Evansville, IN including:

 

•

Provide functional support and client assistance

 

•

Work with 3rd party service providers who provide application technical support

 

•

Coordinate required testing for service packs and patches

 

•

Provide security coordination consistent with activities as of the Separation Date

Application support for applications listed in table below to the extent that Provider was providing services prior to Separation for all countries. Support includes the following:

 

•

System administration

 

•

Application maintenance and promote to production

 

•

Assist Recipient with transition of applications

 

•

Maintain end-user access control

 

•

Provide incident and problem resolution

 

•

Provide validation services for applications

 

•

Database maintenance services where applicable, including data export/imports, query performance tuning, application PL/SQL management, & data structure design and implementation

Changes in Services made by Provider during the Term of this Agreement will be made available to Recipient based on mutual consent, with incremental costs necessary being borne by Recipient. Discontinuation of Services by Provider will be made available, on mutual consent, to Recipient with Recipient bearing the full cost associated with the discontinuation of that Service. Provider must notify Recipient within one-hundred eighty (180) days for the first twelve (12) months and ninety (90) days thereafter of any Discontinuation of Services. Recipient must make a request in writing to Provider for inclusion of any Additional Services. At time of receipt of Recipients request by Provider, Provider will within the following thirty (30) days provide a plan of action to include the requested services as Additional Services or send a rejection of the Recipients request to the Recipient of their request to be included as Additional Services. Provider will notify Recipient within fifteen (15) days of any Change in Services.

New Project Services

It is understood that Recipient will significantly limit new projects, both Infrastructure and Applications, which rely on Provider Services to those that are critical for ongoing business continuity and growth. Requests for new projects and/or relevant to retirement of an application will follow Provider’s established policies and procedures for project intake (PGPM) and prioritization by Provider. Provider is under no obligation to provide Services where technical capabilities do not exist at the Date of Close.

Transition of Services

Provider will provide the support required to transition Services and applications for Recipient; and such support will be managed as a project under New Project Services in this Schedule 4 with the cost associated with that transition borne by Recipient.

 

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Data Transfers

In relation to data transfers, the following principles shall be adhered to:

 

•

Any request to transfer data shall be done as a project per this Schedule with all costs at an incremental expense to Recipient

 

•

Any transferred data shall be transferred in Provider standard format

 

•

Any data customization request shall be at an incremental expense to the Recipient

 

•

Data conversion and mapping activities shall be mutually agreed to during initiation of the project under this Schedule

 

•

During the Term, Provider does not commit to segregating data which is co-mingled, with the exception of financial data, the segregation of which shall be performed at an incremental expense to the Recipient

Cost

Cost of Services shall be charged each month at a fixed amount as follows:

 

Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Chile		N/A		$	3,000
Peru		PEN		$	9,000
U.S.A.		N/A		$	39,000
Total				$	51,000

In addition, Recipient shall be obligated to pay increased maintenance and licensing costs from vendors for software dedicated to Recipient covered under this Schedule.

Additional Costs

New projects or services agreed to in this Schedule 4 shall be borne by Recipient as agreed to by acceptance of such projects and services.

Recipient shall be responsible for maintaining a Capital Appropriation Request (CAR) for the purchase of all new or replacement PCs during the Term.

Modification of Costs during Term

During the Term of this Agreement, Provider and Recipient shall review the Services provided under this Schedule and the costs charged to provide Services twice annually. Costs to Services shall be modified for modification of Provider’s unit price as documented in the Annual Business Plan once per year. Cost to Services shall be modified twice per year based on volume of Services used under this Schedule.

Term: Until the date that is thirty-six (36) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional three (3) months; provided that the Recipient acknowledges and agrees that Schedule 3 must be in effect to provide the Services listed in this Schedule.

 

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Early Termination of All Services: Termination by Recipient at any time upon ninety (90) days’ prior written notice. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 100% of all actual stranded costs caused by the early termination shall be charged on a monthly basis for so long as such stranded costs exist.

Transition: Transition out of Services or applications in this Schedule by Recipient must be planned and agreed to by Provider. Due to interdependency of applications and services provided in this Schedule, failure to communicate and plan transition by Recipient with Provider may limit or reduce Services provided by Provider.

Provider: MJN

Recipient: BMS

Point of Contact, Recipient: Susan Liddie

Point of Contact, Provider: Derek Faughn

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

List of Projects

 

Project ID		Project Name
2008-0829		WINS Ind PC Upgrade
2008-0927		ITO SAP PP-PI Migration

Applications Supported

 

Application ID		Application Name		Country Supported		Division Used
137782		Atlas		US		TechOps
		Business Objects		US		TechOps
		Credit Memos		US		TechOps
		Discipline System		US		TechOps
134400		Disposal Order System		US		TechOps
135603		DM/FSS Data Warehouse		US		TechOps
137658		EBI Badge Management		US		TechOps
135242		EHS Incident Reporting		US		TechOps
136741		Electronic Signatures Database		US		TechOps
134474		Hazardous Material Tracking		US		TechOps
134450		Invistics Database/Feed		US		TechOps
134489		ITO List Number DB		US		TechOps
135190		Job Bid		US		TechOps
134593		Laboratory Data System (LDS)		US		TechOps
134595		Legacy QA Microfilm Indexing		US		TechOps

 

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Application ID		Application Name		Country Supported		Division Used
134519		Marcam Maintenance Management System		US		TechOps
134526		MBR		US		TechOps
134880		MJN Intranet - Forms Warehouse		US		TechOps
135268		MJN Intranet - Net-it		US		TechOps
136740		MJNG Bulletin Board		US		TechOps
136481		Packaging Material Specification System (PMS)		US		TechOps
		Pharm Door Sheets		US		TechOps
135252		Pharm SOP DB		US		TechOps
134576		Pharmaceutical Change Control System		US		TechOps
140584		ProCal		US		TechOps
135252		PSG SOP DB		US		TechOps
135418		QA Interleaf		US		TechOps
134597		QA Sample Processing		US		TechOps
136503		QC Stability Samples		US		TechOps
133251		FDG SAP (Client Facing)		US		TechOps
		Scale Calibration Database		US		TechOps
134688		Security Visitor Watch System		US		TechOps
134694		WINS		US		TechOps
149874		BPCS - ACP		Peru, Chile		Pharma, ConvaTec
149874		BPCS - ACR		Peru, Chile		Pharma, ConvaTec
155008		Conciliacion intercompany				Pharma
155061		Control de Dsctos del Distribuidor		Peru		Pharma
155062		Control documentario de dsctos del distribuidor				Pharma
136947		Descuentos del Distribuidor al Mercado		Peru		Pharma
135073		Evaluación de Pedidos		Peru, Chile		Pharma
149874		BPCS - CST		Peru, Chile		Pharma
135506		PROCESS AND REPORTS OF AVERAGE COST		Peru		Pharma
155010		Valorizacion de Importaciones				Pharma
155007		Fixed Assets		Peru, Chile		Pharma, ConvaTec
149874		BPCS - GLD		Peru, Chile		Pharma, ConvaTec
155059		ACS P&L		Peru, Chile		Pharma
155157		Balance General				Pharma
155063		Cut Off				Pharma
155158		Libro Diario				Pharma
136492		Product Sales Collection		Peru, Chile		Pharma, ConvaTec

 

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Application ID		Application Name		Country Supported		Division Used
155011		Purchasing registration book				Pharma
155013		Registro de Ventas Peru				Pharma
155153		Sales Return & Sales Discount				Pharma
155159		Trial Balance				Pharma
136927		Write Off		Peru, Chile		Pharma, ConvaTec
155054		Retenciones				Pharma
135061		TAX DISCOUNTS				Pharma
149874		BPCS - CSH				Pharma
149874		BPCS - MLT		Peru, Chile		Pharma, ConvaTec
136140		Administración de Cheques				Pharma
135068		BANK RECONCILIATION (CONCILIACION BANCARIA)				Pharma
135026		CASH BOOK				Pharma
155055		CONCILIACION TARJETAS DE CREDITO				Pharma
155057		Paylink Peru Chile		Peru, Chile		Pharma, ConvaTec
135512		Control de Gestion				Pharma
155060		Certificado de Retenciones				Pharma
149874		BPCS - MPS				Pharma
149874		BPCS - MRP				Pharma
		MRP				Pharma
		SCOP + Manugistic (Interface)				Pharma
136929		Exchanges and Returns		Peru, Chile		Pharma, ConvaTec
136142		PURCHASE CUSTOMER ORDER		Peru, Chile		Pharma, ConvaTec
136141		Stock in third Parties				Pharma
149874		BPCS - BIL		Peru, Chile		Pharma, ConvaTec
149874		BPCS - ORD		Peru, Chile		Pharma, ConvaTec
155154		Auto PO		Peru, Chile		Pharma, ConvaTec
149874		BPCS - PUR		Peru, Chile		Pharma, ConvaTec
155009		Piramide de Proveedores		Chile		Pharma
155155		Requisiciones Automaticas		Peru, Chile		Pharma, ConvaTec
155156		Quarantine				Pharma
		Special products control				Pharma
149874		BPCS - INV		Peru, Chile		Pharma, ConvaTec
149874		BPCS - SAL				Pharma
136941		QUOTA OF SALES PHARMA				Pharma
135090		Statistics of sales		Peru, Chile		Pharma, ConvaTec
136937		Medical Sample		Peru, Chile		Pharma

 

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Application ID		Application Name		Country Supported		Division Used
151629		TM1		Peru, Chile		Pharma
135516		Sales Datamart		Peru		Pharma
136926		ADAM - CR		Peru, Chile		Pharma, ConvaTec
136926		ADAM - CV		Peru, Chile		Pharma, ConvaTec
136926		ADAM - KP		Peru, Chile		Pharma, ConvaTec
136926		ADAM - NI		Peru, Chile		Pharma, ConvaTec
136926		ADAM - NS		Peru, Chile		Pharma, ConvaTec
136926		ADAM - RH		Peru, Chile		Pharma, ConvaTec
136926		ADAM - PL		Peru, Chile		Pharma, ConvaTec
134976		ITP		Chile		Pharma
155058		Procedure		Peru		Pharma
		ASAP		Peru		Pharma
154053		Dashboard New Products Latcan		Peru		Pharma
152251		Planning of Promotional Material		Peru		Pharma
153104		BPCS CHILE		Chile		Pharma, ConvaTec
155012		PURCHASING REGISTRATION BOOK CHILE		Chile		Pharma
155014		REGISTRO DE VENTAS CHILE		Chile		Pharma
156857		ACCIST		Peru		Pharma

 

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SCHEDULE 5

TAX SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below. Additionally, Provider shall make available a main contact person (the “Main Contact”) to act on behalf of both Provider and Recipient with respect to global Tax matters of Recipient. The Main Contact will oversee and coordinate the Services contemplated in this Schedule 5 and to the extent appropriate in Schedule 6. The Main Contact will oversee and coordinate external spend on Tax Planning and on Tax Compliance Services wherever necessary, subject to the approval of Recipient’s Chief Financial Officer, where such approval shall not be unreasonably withheld, and where “external spend” shall mean expenditures on third-party resource(s) in excess of that contemplated by this Agreement for routine tax planning and tax compliance services. For the avoidance of doubt, “external spend” shall not include locally budgeted expenditure(s) for Provider’s direct and indirect costs under this Agreement where such costs relate to Provider’s employees; or in accordance with Provider’s locally budgeted expenses, costs pertaining to the outsourcing of routine tax compliance functions anticipated under this Agreement.

Services

 

Service		Description		Countries
Preparing Tax Returns		Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:   •     Preparation of all income Tax Returns and related forms needed or required by law (at the federal, regional and local levels), including, for the avoidance of doubt, all Combined State Income Tax Returns and Foreign Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.   •     Preparation of all required income Tax extension requests including, for the avoidance of doubt, all Combined State Income Tax extension requests for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam

 

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Service		Description		Countries
		•     In the United States, preparation of any Form 5471 relating to the calendar year (or any portion thereof that begins on or prior to the Separation Date) in which the Distribution occurs.   Provider will provide access to http://home.bms.com/Tax to the extent required to provide the Services described above.   Provider will prepare the following Tax Returns or perform the following functions as the case may be, in accordance with a schedule (“Tax Preparation Schedule”) to be determined by the Provider. The Tax Preparation Schedule shall ensure full compliance with tax filing deadlines (including the extension thereof when and where applicable) and to the extent applicable the coordination of the Recipient’s Tax Return filing needs and requirements with those of Provider for group, fiscal unity or tax consolidation (or similar) purposes, provided that Recipient shall or shall cause all information necessary to properly prepare such Tax Returns or to perform such Services in a timely manner to be delivered or otherwise made available to Provider in accordance with the Tax Preparation Schedule:   (a)    Preparation of: all State Income Tax Returns, all Local Income Tax Returns, all Federal Income Tax Returns (including, as applicable or required, in all such cases pro forma Tax Returns).   (b)    Preparation of all Income Tax Returns in jurisdictions outside of the United States.   (c)    Preparation of Sales and Use Tax Returns in the United States.   (d)    Preparation of Value Added Tax Returns, Goods and Services Tax Returns, and similar Indirect Tax Returns in jurisdictions outsider of the United States.   (e)    Preparation of required extensions of any Tax Return(s) in any Jurisdiction, as necessary, appropriate and/or required.

 

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Service		Description		Countries
Worldwide Tax Services		Provider will support worldwide Tax services, including VAT.		USA, Canada, Argentina, Brazil,
				Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
Accounts payable related tax reporting (i.e., 1099s, 48s)		Provider will support accounts payable related tax reporting (i.e., 1099s, 480s).		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Guam

 

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Service		Description		Countries
Tax services related to PCOPS		Provider will support tax services related to PCOPS.		Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom
VAT, Sales and Use Tax Preparation		Provider will support Tax Return preparation solely to the extent related to VAT, GST, sales and use taxes, and similar Taxes or imposts.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Guam
Tax Provision and Reporting		Preparation and submission of all materials at the State, Federal and International (ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto. Calculation of the cash tax and effective tax rates in the United States.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Philippines, Taiwan, Vietnam, Singapore

 

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Service		Description		Countries
				(Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
Tax Audit support		Provider will perform State and Federal tax audit support and management functions for Recipient.		USA
Capital tax (in Canada) processing services and payment support		Provider will perform all services relating to the processing and payment of the Capital tax; Recipient will reimburse Provider for any and all tax paid.		Canada
Federal and provincial submissions and support		Provider will perform Provincial and Federal tax audit support and management functions for Recipient.		Canada, Colombia, Venezuela
VAT, Sales and Use tax audit support		Provider will make available resource and support for the conduct of all VAT, Sales and Use tax and similar (indirect tax) audits.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Taiwan, Vietnam, Thailand, China, Guam
Corporate Income Tax Audit support		Provider will make available resource and support for the conduct of all corporate income tax audits.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway,

 

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Service		Description		Countries
				Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, Hong Kong, India, Indonesia, Malaysia, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients), Thailand, China, Guam
Global Tax Planning Services		Provision of tax planning and tax strategy Services focused primarily on reducing Recipient’s cash and effective tax rates from the perspective of a U.S.-based multi-national, but also to include local and regional tax planning and the support of business operations globally with advice on tax efficient structures. The scope of such global tax planning Services shall include direct taxes (i.e., corporate income taxes) and indirect taxes (i.e., VAT, GST, Sales and Use tax and similar imposts, and customs duties), but specifically shall exclude other taxes, imposts and levies including but not limited to other taxes which are not based on income or sales of products (i.e., real estate taxes and other property taxes). Global tax planning Services also will include tax analysis and planning for cash repatriation strategies and for intercompany financing activities.		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico, Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia, Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients)
Transfer Pricing		Provider shall perform transfer pricing Services for Recipient, which Services shall include the preparation of transfer pricing reports and/or documentation required under local law, operational analysis of transfer prices. Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to		USA, Canada, Argentina, Brazil, Colombia, Dominican Republic, Ecuador, Mexico, Peru, Puerto Rico,

 

90

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Service		Description		Countries
		Provider’s Transfer Pricing Group) all in-market transfer pricing changes for existing products. Provider shall work with recipient to establish in-market prices for any and all new products, but thereafter Recipient shall be solely responsible for requesting and communicating to Provider (specifically, to Provider’s Transfer Pricing Group) all in-market transfer pricing changes. For the avoidance of doubt, as used in the preceding sentences, “existing products” shall mean those products which are available for commercial sale in any market worldwide as of the Separation Date, and “new products” shall mean any products introduced for commercial sale in any market worldwide on or after the Separation Date.   Further, Provider and Recipient shall use their best efforts to effect a knowledge transfer from Provider to Recipient over the course of this Agreement (as such Agreement relates solely to and remains in effect with respect to the on-going provision of Tax Services) of transfer pricing system/rules in accordance with principles espoused under Section 482 of the United States Internal Revenue Code of 1986, as amended, and the Organization for Economic Cooperation and Development. The objective of the foregoing knowledge transfer shall be for Recipient to internally provide its own transfer pricing function and administration by an as yet undefined date which in no event shall occur later than the last day on which Provider shall be responsible for the performance of Tax Services pursuant to the terms and conditions of this Agreement.		Venezuela, Belgium, Denmark, France, Ireland, Italy, Netherlands, Nijmegen, Norway, Poland, Portugal, Russia, Spain, Sweden, United Kingdom, Australia, China, Hong Kong, India, Indonesia, Malaysia, Philippines, Thailand, Taiwan, Vietnam, Singapore (Operating Company, Holding Company, Triple J Ingredients)

Cost

Cost of U.S.-Provided Services (where “U.S.-Provided Services” are those provided by or through the Corporate Tax Department of BMS) shall be charged each month at a fixed amount of $246,000.

Term:

The minimum Term applicable to all Services provided under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value.

 

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Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Doug McCormack

Point of Contact, Provider: Doug McCormack

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 6

TAX SERVICES PROVIDED BY MJN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Service		Description		Countries
Preparation of Tax Returns		Provider shall prepare the following Tax Returns, or shall perform the following Services, as the case may be, provided, however, that Recipient shall provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:   •        Preparation of all corporate income Tax Returns for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.   •        Preparation of required corporate income Tax extension requests for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.   Provider will provide access to http://home.bms.com/Tax to the extent required to provide the Services described above.   Upon the request of Recipient, Provider will prepare the following Tax Returns, or will perform the following Services, as the case may be, provided, however, that Recipient shall (i) make its request to Provider as soon as reasonably practicable but in no event later than sixty (60) days after the Separation Date and (ii) provide Provider with all information necessary to properly prepare such Tax Returns or perform such Services in a timely manner:		Thailand

 

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Service		Description		Countries
		•        Preparation of all corporate income Tax Returns (including Tax Returns filed at the federal, regional and/or local level) for any taxable period ending on or before the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.   •        Preparation of required extension requests for corporate income Taxes for the taxable period ending on the Separation Date, and for any taxable period ending after the Separation Date for so long as this Agreement shall remain in effect.   •        Assistance with the computation of all required estimated corporate income Tax payments for the portion of the Straddle Period beginning on the day after the Separation Date.   Recipient will be responsible for executing all Tax Returns.
Worldwide Tax Services		Provider will support worldwide Tax services including VAT.		Thailand
Accounts payable related tax reporting (i.e., 1099s, 480s)		Provider will support accounts payable related tax reporting (i.e., 1099s, 480s).		Thailand
VAT, Sales and Use Tax Preparation		Provider will support tax preparation solely to the extent related to VAT, sales and use Taxes.		Thailand
Tax Provision and Reporting		Preparation and submission of all materials at the State, Federal and International (ex-US) levels required for the quarterly income Tax provision to ensure compliance under FAS 109, FAS 5, FAS 123R and FIN 48, and all amendments or changes thereto.		Thailand
Tax Audit support		Provider will perform all income Tax audit support and management functions for Recipient.		Thailand
VAT, Sales and Use tax audit support		Provider will perform all VAT, Sales and Use tax and similar (indirect tax) audit support and management functions for Recipient.		Thailand

 

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Cost

Cost of Services shall be charged each month at a fixed amount of THB 232,989.

Term

The minimum term applicable to all Tax Services provided under this Schedule shall be not less than such period as BMS owns not less than 80% of all classes of MJN stock outstanding as measured by both vote and value.

Recipient: BMS

Provider: MJN

Point of Contact, Recipient: Kimberley Andrews

Point of Contact, Provider: Monapha Kongmunwatana

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 7

TREASURY SERVICES PROVIDED BY BMS

Services Summary Description

Provider shall provide the treasury Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Separation Date.

Services

Domestic Cash Management:

 

Service		Description		Countries
Domestic Cash Management		The treasury Services that Provider will provide are as follows:   Bank Activity Reporting   •     Collect Recipient’s actual bank balance and transaction activity on behalf of Recipient   •     Record Recipient’s daily cash activity in Treasury system prior to interface to general ledger (SAP)   •     Report cash activity in e-Treasury for companywide access   •     Investigate and rectify lack of proper reporting with Recipient’s banks   •     Utilize existing Provider relationship bank systems for bank collection process.   •     Manage contingency reporting plans for Recipient when bank systems fail.   •     Train Recipient staff		USA, Canada, Puerto Rico
Domestic Cash Management		Daily Cash Positioning   •     Concentrate all cash activity at newly formed Recipient company bank account   •     Process all wire transfers to Recipient’s bank account from collection banks		USA, Canada (Puerto Rico to maintain intercompany balances)
Domestic Cash Management		•     Collect Accounts Payable information from FSS to include in position as available   •     Determine and report Recipient’s cash position and determine settlement of investments based on expected Recipient cash requirements.   •     Provider performs “back office” confirmation processes for Recipient.		USA

 

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Service		Description		Countries
		•     Obtain daylight overdraft credit lines, when necessary.   •     Perform end of day reconciliation for Recipient activity.   •     Maintain I/C balances between Recipient PR   •     Train Recipient staff.
		Treasury Payments   •     Provider will use Recipient DOA and existing processes to govern all payments processed by Provider Treasury and outside of SAP’s normal payable channels.   •     Recipient to adopt Provider Treasury internal control policies. Provider to notify Recipient of any changes to policies within one week of change.   •     Adherence to Provider’s internal controls for all payments processed by Treasury. Provider will notify Recipient in advance of changes. Recipient shall adopt internal controls for payments processed by Treasury consistent with those of the provider.   •     Calculate and settle bank fee reimbursements, credit facility fees, inter-company and third party debt interest payments, interest rate swaps and bank administrative fees related to financing.   •     Settle foreign exchange and investment position placements with banks   •     Settle inter-company dividend payments to Provider.   •     Settle shareholder payments with transfer agent.   •     Train Recipient staff		USA
Domestic Cash Management		Accounts Payable   •     Provider Financial Shared Services (FSS) will continue to process accounts payable on Provider bank accounts until technical work required is performed for a full migration of payables to Bank of America.   •     FSS will provide accounts payable balances, including netting to Provider Treasury for weekly settlements between two companies.		USA

 

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Service		Description		Countries
		•     FSS will process payroll settlements with ADP from Provider bank accounts and will include amount in report to Treasury.   •     Provider Treasury will settle the inter-company accounts payable balance from Recipient banks accounts.
		Bank Account Governance   •     Maintain an efficient bank network with banks and recommend banking solutions based on service needs.   •     Project manage all bank services implementations, including the opening and closing of bank accounts and selection of Recipient’s banks.   •     Manage all bank fee negotiations with banks related to cash management solutions   •     Manage the opening and closing of bank accounts in accordance with Provider & Recipient Treasury signatory requirements.   •     Implement necessary banking services to minimize the ability of bank account fraud   •     Maintain authorized signatory lists for Recipient. Provider & Recipient Treasury and Recipient to be bank account signatories on all Recipient bank accounts.		USA
Domestic Cash Management		•     Perform account analysis high level review and report Recipient bank services fees for intercompany settlement.   •     Calculate accounts payable related fees for settlement with Provider, until separate accounts payable accounts are used for Recipient.   •     Perform audit confirmations for external auditors requests.   •     Perform annual relationship reviews with Recipient banks.   •     Train Recipient staff.		USA
		Technology   •     Maintain security administration function for all Recipient bank system users under the Provider access profile.   •     Maintain security administration function for Treasury system users.		USA

 

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Service		Description		Countries
		•     Perform user access reviews for all Recipient users as part of the Provider access reviews.   •     Assign proper segregation of duties access and necessary access controls for Recipient staff.
		Budgets & Forecasts   Maintenance of a separate Recipient R & D consolidated forecast. Recipient is responsible for continuing to provide Provider with receipts and disbursement cash projections (to include payables).		USA

 

99

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Service		Description		Countries
Domestic and International Pension:		U.S. DEFINED BENEFIT PENSION PLAN   The treasury Services that Provider will provide are as follows:   While it is the intent to broadly outsource investment management and day to day plan administration functions where practical, Provider will continue to provide Recipient with overall advisory, general oversight, and strategic support services on an ongoing or as needed basis post-IPO   Investment Management   •     Investment management responsibilities for the DB plan will be outsourced, and will be part of a separate contract agreement with a third-party provider yet to be identified.   •     Provider to facilitate transition to third party investment advisors.   •     Third party to perform Asset/Liability study, set optimal asset allocation mix, perform manager searches, monitor performance, etc.   •     Third party to provide “Form 5500 Ready” services for IRS tax filing   •     Third party to perform weekly disbursements (benefit payments) to plan administrator (Fidelity)   •     Third party to update plan fiduciaries on performance.   •     Recipient owns SOX controls associated with outsourced activities.   Interaction with Actuaries   •     Provider to facilitate actuarial activities with Recipient input. Actuaries to be appointed by Recipient with recommendations from Provider.   Annual Valuation   •     Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the process.		USA

 

100

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Service		Description		Countries
		U.S. DEFINED CONTRIBUTION DC PLAN (401K)   FAS 87 Expense Determination/Year-end Disclosures   •        Provider provides general oversight role with Recipient owning process.   Budget/Projection/Actual Reporting   •        Provider provides general oversight role with Recipient owning process.   Plan Accounting   •        Recipient/FSS own all aspects of pension accounting, financial statements and disclosures for 2009. Provider/CFR shall support all aspects of pension accounting and disclosures for 2009 financial statements and shall provide knowledge transfer to support Recipient’s 2009 requirements.
		Investment Management   •        Investment management responsibilities outsourced to third party (leverage activities on DB side).   •        Third party responsible for manager searches, performance updates, etc.   •        Third party to coordinate weekly funding activities with record keeper (company/employee match).   •        Plan accounting including 11 K filing to be completed by Recipient/Trustee/FSS.   •        Third party to provide plan performance update to Recipient Fiduciary.
		OTHER POST EMPLOYMENT BENEFITS   FAS 106/112 (OPEB – Other Post Employment Benefits)   •        Recipient to appoint actuary, and Provider to facilitate actuarial activities with Recipient input.   •        Recipient to coordinate data gathering activities related to annual expense valuations (census, premium rates, employee contributions, etc.)

 

101

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Service		Description		Countries
		INTERNATIONAL PENSION PLANS (5 DB; 13 DC)   •        Recipient/FSS own FAS 106/112 expense determination, accounting, and reporting (including year end disclosures, with Provider providing general oversight role).   •        Recipient owns budgeting/projection process, with Provider providing general oversight role.   •        Recipient responsible for identifying and implementing SOX controls.		Worldwide
Domestic and International Pension		MISCELLANEOUS   Investment Management   •        Oversight of investment management arrangements to be outsourced to a global consultant.   •        Consultant to establish policy objectives and guidelines as determined by Recipient Fiduciary.   •        Global consultant to provide oversight of investment strategies, asset allocation mix, perform manager searches, etc.
Domestic and International Pension		•        Global consultant to provide plan performance updates to Recipient Fiduciary.   •        Provider to facilitate outsourcing to global consultant, and once established, minimal Provider involvement required.
		Interaction with Actuaries   •        Provider to facilitate actuarial activities with Recipient input. Actuaries to be appointed by Recipient. Recommend US-based global consultant be appointed.   Annual Valuation   •        Provider to provide support for initial valuation work required at time of spin, and going forward Provider to provide general oversight role with Recipient owning the process.   FAS Expense Determination and Year-end Disclosures   •        Provider provides general oversight role with Recipient owning process.

 

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Service		Description		Countries
		Budget/Projection/Actual Reporting   •        Provider provides general oversight role and Recipient local finance directors own the process.   •     Local finance directors’s to set FAS expense budgets (5 DB plans) taking input from actuaries as needed.   •        Local Recipient finance directors take ownership of analysis of financial impact on any plan amendments.   •        Expense and funding impact of proposed design changes should be quantified and evaluated for decision-making purposes.
Domestic and International Pension		Plan Accounting   •        Recipient/FSS own all aspects of pension accounting. Financial Statements, disclosures, etc.
		SOX Controls   •        Recipient responsible for identifying and implementing SOX controls.

 

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International Treasury

 

Service		Description		Legal Entities
International Treasury
		The treasury Services that Provider will provide are as follows:   •        In addition to this Agreement, a responsibility grid is in development to identify the matrix of International Treasury process ownership.
		Outsourcing   •        Provider may seek a third party to enter into an agreement to outsource International Treasury processes for both the European Treasury Centre (ETC) and Asia Pacific Treasury (APT) operations during 2009.   •        Recipient will be included within the scope of any outsourcing agreement while Provider continues to maintain majority ownership and control.   •        Any outsourcing agreement would be structured to allow for a full divestiture (or loss of majority control) of Recipient as follows:   In the event that Provider divests a part of its business which received the benefit of the outsourced Treasury Services prior to the divestiture, the third party will continue to provide the Treasury Services to such divested business, at Provider’s request, which shall not be withheld unreasonably, for the remainder of the term of the outsourcing agreement or 12 months, which ever is longer.   •        The intent will be for any outsourcing service provider to act as an extension of the Provider’s Treasury team in the provision of Services to Recipient.   •        A high level summary of treasury Services potentially covered within any outsourcing arrangement include:   •     Access to daily bank balances   •     Cash management   •     Cash forecasting   •     Cash and currency position determination		All non-U.S.

 

104

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Service		Description		Legal Entities
International Treasury
		•     Deal determination and execution   •     Intercompany netting   •     Transaction confirmation and settlement   •     Exception reporting and query resolution   •     Intercompany revolving and fixed loan activities   •     Bank account reconciliations   •     Production of accounting records in accordance with US GAAP
		•        Provider will maintain and control the relationship with and governance of any outsourcing service provider
		Banking governance and BIS   •        Provider’s and Recipient’s Treasury will maintain one A and one B signature on all accounts.   •        Provide access to the Provider Bank Information System (BIS) for Recipient entities and accounts, for Recipient staff to submit data.   •        Perform required system maintenance and administration.   •        Add Recipient approvers to system for Recipient accounts.		All non-U.S.
		•        Provide Recipient approvers with admin level access for reporting purposes.   •        Train Recipient Treasury staff.
		Inter-company Netting   •        Include Recipient entities in the Provider’s intercompany netting system where permitted by local market banking regulations.   •        Provide Recipient staff with access to netting system.   •        Provide Recipient staff with detailed netting calendar of events.		All including U.S.
		Coordinate trades and communicate foreign exchange rates to enable settlement.   Train Recipient staff

 

105

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Service		Description		Legal Entities
International Treasury
		Third Party Funding   •        Funding (defined as: third party debt, local market facilities, letters of guarantee, comfort letters, intercompany loans, capitalizations)   •     Thresholds for third party debt amounts that can be borrowed will be governed by Provider and Recipient Board of Directors and subject to Delegation of Authority.   •        Train Recipient’s Treasury on Provider’s procedures and systems.   •        Provide Recipient’s Treasury with examples of credit risk calculation spreadsheets, loan checklists and documents, comfort letters and guarantees, funds flows, and capitalization memos.		All non-U.S.
		•        Add Recipient entities and Recipient’s Treasury access to Provider’s Loans & Investment system to track, by counterparty, outstanding 3rd party debt, outstanding contingent liabilities, and available facilities.
		•        Establish lines of credit from BMSIC for Euro markets as required.   •     Provide ability to fund or sweep cash.   •     Provide Recipient entities and staff access to e-Treasury		EUR denominated markets, as required
		Foreign Exchange Spot Trading   •        Execute foreign exchange spot trades to support 3rd party or inter-company payments including dividends or inter-company financing transactions via the Provider’s European Treasury Center on same terms as for Provider entities   •        Train Recipient staff		All including U.S.

 

106

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Service		Description		Legal Entities
International Treasury
		Repatriation planning and strategy; cash flow and portfolio forecasting   •        Access to all Provider tools and Corporate Treasury reporting systems including Receipts & Disbursements, Loans & Investments, and future Hyperion balance sheet projection tools.   •        Examples of Provider forecasting model and funds flows   •        Train Recipient Treasury Staff		All non-U.S.
		Europe cash pooling   •        Full participation in Provider ETC/Citibank cash pool for MJN Nijmegen to be maintained.   •        Cash pooling for other European markets only if required.   •        Accounts are zero-balanced daily, with cash transferred to or from BMSIC.   •        Cash balances with BMSIC are interest bearing at standard Provider inter-company rates   •        BMSIC will provide MJN BV (Nijmegen) funding as required for the MJN European operations.   •        Threshold for intercompany lending will be subject to Provider Board of Directors and Delegation of Authority.   •        MJN BV (Nijmegen) to be covered by BMSIC pool cross guarantees.		Recipient BV (Nijmegen only)
		Cash Management – General   •        No active cash management beyond MJN BV (Nijmegen) by Provider’s Treasury.   •        Where applicable to be covered by Schedule 1 to this Agreement.		All non-U.S.
		Asia Interest Optimization   •        Current agreement with Citibank for Asian markets to be extended to Recipient.		Asia

 

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Capital Markets

 

Service		Description		Countries
Capital Markets		The treasury Services that Provider will provide are as follows:   Domestic Cash Investment and Commercial Paper Issuance   •        Provider to execute in accordance with cash investment policy and provide international oversight.   Hedging/Derivatives (foreign exchange, commodity, interest rate)   •        Provider to execute based on Recipient’s policy and approval.   Counterparty Exposure   •        Provider to manage overall risk.   FAS Effectiveness Testing   •        Provider performs analysis and offer opinion; provided that Recipient remains accountable.   Recipient is responsible for:   •        Meeting Provider requirements for interest and foreign exchange projections, budgeting and analysis.   •        Debt covenant compliance.   •        FAS effectiveness testing as supported by CFR.   •        Capitalized interest.   •        Debt analysis.   •        Identifying cash needs and summarizing cash balances.   •        Ad-hoc analysis as requested by Provider.		All including US

 

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Risk Management

 

Service		Description		Countries
Risk Management / Insurance		Post IPO   •        Provide strategic direction and guidance   •        Available to answer general insurance questions   •        Follow-up with insurance brokers for timely issuance of insurance policies.   •        Recipient will assume and handle future risk management activities such as: workers compensation and auto liability claims, product liability claims, underwriting data for subsequent renewals, coordination with EHS and insurer on loss prevention activities etc.		All including US

Cost:

Cost of Services shall be charged each month at a fixed amount of $217,000. Additionally, Recipient is responsible for all third party costs related to the Recipient’s activity, included but not limited to bank service and system fees, programming fees, treasury workstation fees, etc.

Term:

Until the date that is twelve (12) months after the Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.

 

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Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Kevin Wilson

Point of Contact, Provider: Jeremy Willoughby

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 8

HUMAN RESOURCES SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Service		Description		Countries		Term
Human Resources Administration (employment related issues)		•        Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009.   •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto Rico (6 months), Canada (until June 30, 2009) Singapore (IDR updates only)		12 months (except as set forth in the description or the Countries column)

 

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Service		Description		Countries		Term
Internal HR Communications Support		Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient.		Argentina, Brazil, Colombia, Venezuela, Australia, India, Taiwan, Belgium, Denmark, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK		12 months
Staffing Support		•        Provider will maintain responsibility for recruitment and selection of applicants, subject to Recipient’s direction, including accessing the applicant tracking system(s), screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and verifying employment references from candidates and verifying candidates’ employment history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of Recipient.   •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (Taleo) (until June 30, 2009), US and Puerto Rico (Background checks and CHS for 6 months).		12 months (except as set forth in the Countries column)
Medical Services Administration		Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.		Argentina, Brazil, Colombia, Ecuador, Mexico City, Puerto Rico, Venezuela, Belgium, France, Ireland, Poland, Portugal, Russia, Spain, UK, India, US		18 months

 

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Service		Description		Countries		Term
Employee Relations		•        Provider will manage and handle, subject to Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the Recipient.   •        Provider will assist in preparing and delivering communications to works councils, where applicable.   •        Provider will provide assistance in the negotiations of the collective bargaining agreement in Delicias, Mexico for up to a 6 month period.   •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Argentina, Brazil, Venezuela, Mexico (Mexico City), Colombia, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Puerto Rico, Mexico (Delicias- 6 Months)		12 months (except as set forth in the description or in the Countries column)
Payroll Processing		Provider will provide all payroll-related activities on behalf of the Recipient.		Russia and India		December 31, 2009 (Russia), August 31, 2009 (India)
HRIS System		•        Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient.   •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Argentina, Brazil, Colombia, Mexico, Peru, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada (until June 30, 2009), United States (until June 30, 2009)		No later than September 30, 2009
HRIS Data Maintenance		Provider will maintain Recipient employee data in local BMS HRIS System via manual key and in UK only maintain access to employee/manager self service.		Argentina, Brazil, Colombia, Mexico, Peru, Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium,		12 months

 

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Service		Description		Countries		Term
				Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK, Canada and United States
EAP Support		Provider will maintain access to Employee Assistance Programs on behalf of the Recipient.		Argentina, Brazil, Colombia, Venezuela, Australia, India, Ireland, UK		18 months
Disability Management/ Workers Compensation Management		Provider will provide disability case management and workers compensation administration services on behalf of the Recipient.		Argentina, Brazil, Colombia, Mexico (Mexico City), Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK		18 months
Temporary/Contract Workers		Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient.		Argentina, Brazil, Colombia, Mexico (Mexico City), Puerto Rico, Venezuela, Australia, India, Taiwan, Belgium, Denmark, France, Ireland, Italy, Norway, Poland, Portugal, Russia, Spain, Sweden, UK		18 months

Cost

Cost of Services shall be charged each month at a fixed amount as follows:

 

Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Argentina		ARS		$	4,492
Brazil		BRL		$	23,116
Canada		CAD		$	3,950
Colombia		COP		$	7,500
Mexico		MXN		$	56,000

 

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Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Venezuela		VEF		$	14,820
Australia		AUD		$	1,325
India		INR		$	7,250
Taiwan		TWD		$	15,500
Belgium		EUR		$	3,700
France		EUR		$	10,700
Ireland		EUR		$	227
Italy		EUR		$	1,400
Netherlands		EUR		$	1,600
Poland		PLN		$	7,300
Portugal		EUR		$	3,178
Russia		N/A		$	227
Spain		EUR		$	14,700
Sweden		SEK		$	4,000
United Kingdom		GBP		$	3,632
U.S.A.		N/A		$	11,330
Total				$	195,947

Term:

See above.

Early Termination of Services: Termination at any time upon thirty (30) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.

Recipient: MJN

Provider: BMS

 

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Point of Contact, Recipient: Lynn Clark

Point of Contact, Provider: Sandra Holleran

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 9

HUMAN RESOURCES SERVICES PROVIDED BY MJN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Service		Description		Countries		Term
Human Resources Administration (employment related issues)		Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process, confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will support the administration of Recipient’s compensation and benefits programs and administration of Recipient payroll by Recipient’s third-party provider. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009.   Provider will discontinue use of Recipient IT solutions according to Recipient HRSD implementation plan.		Peru, Hong Kong, Philippines, Thailand (18 months), Singapore (for select services not to include IDR), Vietnam (2 months)		12 months (except as set forth in the Description or the Countries column)

 

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Service		Description		Countries		Term
Internal HR Communications Support		Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient.		Peru, Hong Kong, Philippines (6 months), Thailand (18 months), Vietnam (2 months)		12 months (except as set forth in the Countries column)
Staffing Support		Provider will provide maintain responsibility for recruitment and selection of applicants, including accessing the applicant tracking system(s) and Deploy, screening/interviewing of candidates, conducting background checks (where possible), and managing the offer and acceptance process on behalf of the Recipient. Provider will post positions and sourced jobs on behalf of the Recipient. Provider will handle the process of obtaining and verifying employment references from candidates and verifying candidates’ employment history (where possible). Provider will provide proof of employment for current and former employees (where possible) on behalf of Recipient.		Peru, Hong Kong, Thailand		12 months
Medical Service Administration		Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.		Peru, China (Guangzhou), Philippines, Singapore, Thailand, Nijmegan, Delicias, U.S.		18 months (3 years for U.S., 12 months for Philippines)
HRIS System		Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient.		Philippines, Hong Kong (9 months), Thailand (9 months), Vietnam		6 months (except as set forth in the Countries column)

 

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Service		Description		Countries		Term
HRIS Data Maintenance		•        Provider will maintain recipient employee data in local HRIS System via manual key and/or maintain access to employee/manager self service.   •        MJN will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Philippines (6 months), Hong Kong, Thailand, Vietnam (2 months)		9 months (except as set forth in the Countries column)
Employee Relations		Provider will manage and handle, subject to the Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the Recipient.		Peru, Philippines (6 months), Hong Kong (12 months), Thailand, Vietnam (2 months)		18 months (except as set forth in the Countries column)
Disability Management/ Workers Compensation Management		Provider will provide disability case management and workers compensation administration Services on behalf of the Recipient.		Peru, Philippines (6 months), Thailand, Vietnam (2 months)		18 months (except as set forth in the Countries column)
Temporary/Contract Workers		Provider will provide full contract/temporary staffing Services, directly or via outsourcing relationships, on behalf of the Recipient.		Peru, Philippines (12 months), Hong Kong (12 months), Thailand		18 months (except as set forth in the Countries column)

Cost

Cost of Services shall be charged each month at a fixed amount as follows:

 

Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Peru		PEN		$	7,280
Hong Kong		HKD		$	3,670
Singapore		N/A		$	2,250
Thailand		THB		$	29,080
Total				$	42,280

Term:

See above.

 

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Early Termination of Services: Termination at any time upon thirty (30) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Services(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.

Recipient: BMS

Provider: MJN

Point of Contact, Recipient: Sandra Holleran

Point of Contact, Provider: Lynn Clark

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 10

HUMAN RESOURCES SERVICES (CORPORATE)

PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Human Resources Services (Corporate) include any Services provided by country level HR resources at the direction of Corporate HR.

Services

 

Service		Description		Countries		Term
Learning Administration		Provide Plateau Training Management Support Services utilizing the Plateau Enterprise Learning Management System (ELMS). Provider Services are to include Recipient administrator access and Recipient administrator support for the Plateau training management system, which consists of student record and course maintenance, standard reporting and student enrollment services for US locations and students. Recipient Services include support for or access to the Plateau Student Access Module (Web interface for Plateau). Provider will not host newly developed courses and will not assist with integrating newly developed content into Plateau. Help Desk support for a Recipient administrator is available, if needed. Provider access is restricted to designated Recipient administrators and governed by Provider security guidelines. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient.		Worldwide (excluding Hong Kong and Taiwan) (Note: Materials are English only)		Until 7/1/2009
Special Learning - Course Development		Provider will develop online learning courses that will be integrated with Plateau on behalf of the Recipient following a detailed design document provided by a Recipient learning professional. Translations would be		Worldwide		18 months

 

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Service		Description		Countries		Term
		the responsibility of the recipient. Services will be provided on a usage basis, up to the monthly amount of $8,333. Recipient usage above that amount will result in additional charges to the Recipient.
Enterprise-Wide Online Curriculum for Provider Policy and Procedures		Provider will make the Provider Corporate Enterprise-Wide Online Curriculum (including Compliance Training) that Recipient wants to adopt available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider.		Worldwide		18 months
Existing Online Courseware for Functional Curriculum		Provider will make the existing Provider Online Courseware for Functional Curriculum available/accessible to Recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider.		Worldwide (excluding Hong Kong and Philippines)		18 months
Existing Classroom Courses for Functional Curriculum		Provider will make the existing Provider Classroom Courses for Functional Curriculum available/accessible to recipient employees. Provider will translate the Curriculum into the typical sponsored languages used today, and Recipient will accept the languages translated by Provider.		Worldwide (excluding Hong Kong)		18 months
Leadership Development and Management Curriculum		Provider will make the Leadership Development and Management Curriculum (including Skillsoft and eCornell in languages translated by Provider) available/accessible to Recipient employees. Provider will work to develop annual learning plan based on Recipient consumption guidelines. Recipient employees will be included in Provider transitions training. Services will be provided on a usage basis, up to the monthly amount of $12,500. Recipient usage above that amount will result in additional charges to the Recipient.		Worldwide (excluding Hong Kong and Taiwan)		18 months

 

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Service		Description		Countries		Term
Domestic Relocation Services		Provider will provide full scope of relocation services, including: policy administration and counseling per the Provider standard relocation programs and policies, distribution of relocation materials, use of relocation service providers, home sale and home purchase services, expense administration and reporting, household goods moves and claims. Full decision-making responsibility will rest with the Provider Relocation Services Department, including but not limited to: approval of normal and customary relocation expenses, decision on the sale of inventory homes, exception requests per the Provider Exceptions Procedure. Recipient will provide Provider with a legal written document confirming this arrangement. Standard financial reports such as the Cartus-generated monthly All Cost Report will be provided to Recipient. All relocation expenses will be reimbursed and tracked according to Provider’s established relocation policies by Cartus. For special circumstances, such as group moves, where an on-site presentation is requested by Recipient, Recipient will be fully responsible for the cost of travel and lodging for employee(s) of the Relocation Services Dept. For inpats and expats, Provider Relocation will provide the normal and customary Services per the benefits detailed in the employee’s assignment letter. The assignment letter will be prepared by the Recipient-designated provider and sent to the Relocation Services Dept for administration. Recipient will be responsible for collection of monies owed for employees terminating before their two-year commitment. A spreadsheet will be provided to the designated Recipient person with details of what has been incurred and what is owed. For tax gross-up		U.S., Puerto Rico		6 months

 

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Service		Description		Countries		Term
		appeals, the designated Recipient Payroll provider will review the employee’s documents to determine if additional gross-up is needed, and will authorize the Provider Relocation Services Dept if additional payment is needed.
Ex-pats/Inpat Services		Provider will process and support employees on international assignments including assignment letters, maintenance of the employee balance sheet, relocation services, allowances and assistance, tax equalization and tax preparation services on behalf of the Recipient.		Worldwide		6 months
HR Operations Support		•        Provider will provide HR Operations Support on behalf of Recipient until such time as Recipient has moved to standalone HR service delivery.   •        Recipient will discontinue use of Provider IT solutions according to Provider HRSD implementation plan.		Worldwide		18 months
Performance Management		Provider will maintain the performance management online tools and materials on behalf of the Recipient, including access to Performance Connections application for D6+.		Worldwide		Until 12/31/09
Exit Survey Data		Provider will provide access to Exit Survey data, including updates, on behalf of Recipient.		US		Until 12/31/09
Position Profiles		Provider will provide access to global position profiles, including updates, to the Recipient		Worldwide		Until 12/31/09
HR Shared Drives for OD and Web Sites for OD and Diversity		Provider will provide access to the Organizational Development Shared Drive and Diversity Community Web Sites.		Worldwide (excluding Malaysia and Singapore)		6 months
Employee Relations		Provider will manage investigations and Tier 3 escalations on behalf of the Recipient in the United States.		United States		18 months
Medical Service Supervision		Provider will provide Occupational Health Services supervision, including supervision of nurses and fitness		United States, Mexico (Mexico City and		18 months

 

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Service		Description		Countries		Term
		center staff, strategy on workplace violence, substance abuse prevention, and medical consultation, including but not limited to disability management, workers’ compensation and travel health, on behalf of the Recipient.		Delicias), Nijmegan, Philippines, Thailand, China (Guangzhou)
Equity Compensation Administration		BMS Corporate Legal Operations will administer the Equity Compensation Plans for Recipient.   Administration will include the following:   •        Negotiate and manage outsource relationship with third-party provider, Smith Barney   •        Implementation of the Recipient plans within the Smith Barney database   •        Facilitate the design and testing of the many interfaces required by Smith Barney which contains both employee indicative data and grant/award data   •        Oversee the daily transmissions of all equity plan data   •        Processing of all grants/awards both on a monthly and annual basis   •        Distribution of grant agreements   •        Processing of all exercise/vesting transactions   •        Preparation of all related accounting, payroll, and tax reports   •        Processing of dividend payments relating to unvested restricted stock reports   •        Oversee the processing of the FAS123R reports needed for Recipient’s footnote disclosures   •        Answer employee questions and resolve problems regarding Recipient equity awards		Worldwide		12 months

 

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Service		Description		Countries		Term
		•        Monitor Insider Activity/manage Section 16 compliance program in conjunction with Legal   Preparation of data and reports regarding executive compensation for inclusion in proxy statement and annual report

Cost

Cost of Services shall be (i) a one-time fee of $12,000 for the transfer of Performance Connection’s historical data and (ii) charged each month at a fixed amount of $86,685.

Term:

See above.

Early Termination of Services: Termination at any time upon thirty (30) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be terminated with respect to a particular country without such Services being terminated with respect to any other country. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Services(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Lynn Clark

Point of Contact, Provider: Sandra Holleran

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 11

COMPLIANCE SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Services		Description		Countries
Provider Policies and Procedures Repository		•        Web access to Provider Policies and Procedures (PnP) portal   •        Ability to add, change, delete Recipient specific documents on portal as needed   NOTE: Included in Schedule 3, Information Technology Services.		Global Access / All Recipient countries
Records Management		Where records are stored jointly and storage services were provided by a Provider host, and contract and records cannot be separated, former host will continue to provide those services.		All Recipient countries which were previously hosted by Provider: Puerto Rico, Mexico, Brazil, Colombia, Ecuador, Venezuela, Argentina, Spain, Portugal, France, Belgium, Italy, Poland, Sweden, Denmark, Norway, UK, Ireland, Netherlands, Russia, Singapore, Taiwan, China, India, Australia
Provider Records Mgt System		•        Access to Records Management System (RMS) (NOTE: Included in Schedule 3, Information Technology Services)   •        Access to Records Management Web Page (NOTE: Included in Schedule 3, Information Technology Services)   •        Link to Record Retention Schedules   •        Link to Legal Hold Notices (MJN Only)   A separate section for Recipient will be added to the Community so they can only see their respective retention schedules.		Global Access / All Recipient Countries

 

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Services		Description		Countries
Provider Records Mgt System & Process Support		RMS System Operation   •        Quality control check over data entered into the RMS for new boxes   •        Contact with Kinder for requests through the RMS for document storage, retrieval and return   •        Follow up with users for boxes retrieved from Kinder and outstanding over specified period   Records Management Helpline   •        User questions on the Records Management System   •        Questions on Records Management process   Other   •        Assistance with locating boxes loaded into the RMS prior to the June 1, 2007 implementation   •        Technical support for the RMS including e-Setup (only with respect to e-setup questions as they relate to requesting RMS).		US
Plateau (Compliance Training)		•        Access to utilize Plateau for on-line training and tracking of training   NOTE: Included in Schedule 3, Information Technology Services.)		Global Access / All Recipient countries
Plateau Administration		•        Entering training statistics into Plateau on Recipient behalf (e.g., Sales Rep live Compliance training)   •     (approx. 14 events will require assistance for each year of the Agreement)   •        Establishing training requirements within Plateau (e.g., entering required read and understand training)   •     (approx. 4 events will require assistance for each year of the Agreement)   •        Assistance adapting PowerPoint materials into the required Plateau training formats & entering that training into Plateau (Breeze presentations)   •        (approx. 1 event will require assistance for each year of the Agreement)   NOTE:   •        Currently, and for the anticipated future, there is no charge for this service by Provider Global Leaning & Development (GL&D) to Recipient		US

 

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Services		Description		Countries
		Compliance. In 2009, there is the potential for these Services to be outsourced which may affect the costing structure and this Agreement.   •        Service delivery to Recipient Compliance is assured based on the approximate 2008 full year statistics (as stated above) for required assistance. Efforts by Provider GL&D beyond the stated need may affect the costing structure and this Schedule.   •        Service delivery currently provided by Provider GL&D may change in the future whereby Recipient would develop the expertise internal to Recipient. Recipient would thereby incur costs to support that internal function.

Cost

Cost of Services shall be charged each month at a fixed amount of $4,175.

Term:

Until the date that is eighteen (18) months after the Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Jana Pottorff

Point of Contact, Provider: Ed Leskauskas

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 12

EHS SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Services		Description		Countries		Term
Corporate EHS Audit Process		Conduct audits pursuant to existing CEHS auditing plan/schedule.		USA, Mexico, China, Netherlands, Thailand, Philippines		18 months
Corporate EHS Subject Matter Expertise		Provide appropriate EHS subject matter expertise in areas of wastewater, air pollution control, solid waste management, process safety, industrial hygiene, and others as needed.		USA, Mexico, China, Netherlands, Thailand, Philippines, Australia,		18 months
Transportation (DOT) Support		Provide appropriate EHS Support for DOT, as needed.		USA		18 months
Policies, Directives, Roles and Responsibilities		Provide services as needed until Recipient Policies, Directives, and Roles and Responsibilities can be developed.		USA, Mexico, China, Netherlands, Thailand, Philippines		18 months
Master Services Agreements (annual support)		Provide for contracted services to continue until the agreements can be transferred to a new corporate entity.		USA, Mexico, China, Netherlands, Thailand, Philippines, Australia,		18 months
Master Services Agreements (one-time transition support services)		Transition major agreements/contracts from Provider to Recipient (e.g., waste disposal contracts; Professional Service Agreements with major EHS vendors; etc.).		USA, Mexico, China, Netherlands, Philippines, Australia,		One time within 18 months
Superfund/Remediation Reserve Management		Manage Superfund / Remediation Reserve program for Recipient facilities.		USA, Mexico, China, Netherlands, Philippines		18 months

 

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Services		Description		Countries		Term
Regulatory Issues and Permitting		Assist in tracking new EHS regulations and permit development and review.		USA, Mexico, China, Netherlands, Philippines		18 months
Directives, Guides and Tools		Provide continuity and transfer of directives, guidance documents, and data management tools, as needed.		USA, Mexico, China, Netherlands, Thailand, Philippines		18 months
Risk and Insurance Management		Provide appropriate EHS subject matter expertise related to FM Global audits.		USA, Mexico, China, Netherlands, Thailand, Philippines		18 months
ChemTrec spill reporting/response (annual support)		Provide Services related to spill response/ChemTrec paging system.		USA, Mexico, China, Netherlands		18 months
ChemTrec spill reporting/response (one-time transition support services)		Provide support for Recipient to enter into a standalone ChemTrec (or similar) spill reporting service agreement.		USA, Mexico, China, Netherlands		One time within 18 months
EHS Data Management (annual support)		Ensure access to and availability of all EHS data management programs until suitable alternatives can be developed.   •        Operating Results Database   •        MSDS Management System   •        EHS Trackwise Database   •        EHS Evaluations Trackwise database   •        Government Interactions database   •        48-hour Incident Report database   •        CHWMEG Waste Disposal Audit database   •        Third Party Manufacturing Evaluation Tracking database   •        EHS Web Site (community)   •        ENHESA tool   •        Plateau Training System (EHS components)   •        PHA Pro   •        Safety Statistics Database   •        Thermal Hazards Database   •        Dust Hazards Database		USA, Mexico, China, Netherlands, Thailand, Philippines		18 months

 

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Services		Description		Countries		Term
EHS Data Management (one-time transition support services)		Provide support for transition of CEHS IT services to Recipient entity.   •        Includes labor for development and implementation of transition plans   •        Transitioning of PHA Pro		USA, Mexico, China, Netherlands, Thailand, Philippines		One time within 18 months

Cost

Cost of Services shall comprise (a) a one-time cost of $70,000 and (b) a charge each month at a fixed amount of $35,100, which includes limited travel-related costs (i.e., two trips; 1 international and 1 domestic; one-week duration each) incurred in relation to the provision of Corporate EHS Subject Matter Expertise Service.

Term:

See above.

Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of this Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Bill P’Pool

Point of Contact, Provider: Susan Voigt

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 13

LEGAL SERVICES PROVIDED BY BMS

Services Summary Description

Provider shall provide the Services described below.

Services

 

Services		Description		Countries		Term
External Affairs		Corporate Policy and Government Affairs will provide expertise at the US Federal and US State level with the following;   •        Strategy Development for US Federal and as needed for US State;   •     WIC Policy Initiative to Tighten Eligibility (beginning with Adjunctive Eligibility);   •     Other Reappropriation Initiatives.   •        Relationship/Alliance Building & Maintenance of Access for US Federal and US State;   •     Political Contributions;   •     Association Memberships;   •     External Organization Support.   •        Monitoring at the US Federal level through informal networks and publications; and at the US State level through informal networks, publications, associations such as NAAG and NCSL, and King & Spalding Group.   •        Lobbying at the US Federal and US State level;   •     Provider Employees   •     Provider Retained Lobbyists   •     Provider Ad-Hoc Contracted Lobbyists   •     Grass Root Knowledge and Capability as needed.		US Federal & US State Levels		12 Months – US Federal   18 Months – US State

 

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Services		Description		Countries		Term
		•        Required reporting at the US Federal and US State level;   •     Monitoring of Federal Requirements,   •     Preparation and Submission of Lobbying Reports,   •     Preparation and Submission of Political Contributions Reports.
Patent Administration Support		Provider Corporate Patent Administration will provide the following;   •        Patent Accounts Payable Support (average 2-3 days per month labor) at $43 per hour. 3 days equals $1032 per month)   Memotech License only (Covered in Schedule 3 of this Agreement) No additional personnel needed to support.		All Countries (China, Indonesia, Hong Kong, Malaysia, Philippines, Singapore, Thailand, Vietnam, India, Taiwan, Australia, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, United Kingdom, Ireland, United States, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Dominican Republic)		12 Months
BMS Corporate R&D Informatics		BMS Corporate R&D Informatics will provide the following;   •        Patent Searches utilizing several search engines to support Freedom to Operate Opinions   •        Access to Patent Search Subscription (Covered in Schedule 3 of this Agreement)
Corporate Security		Provider Corporate Security will provide Security services utilizing the following programs and services: Investigative, Asset Protection/Security Consultation, Executive Protection/Special Programs, Due Diligence Inquiries, Confidential Information. These programs, services and associated head counts will be provided in the countries indicated;   •        Europe/Middle East/Africa (1-Paris, 1-Latina)		Europe, Middle East, Africa, Asia Pacific, Latin America (Mexico, Central America, South America, Caribbean). US, Puerto Rico and Canada.		12 Months

 

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Services		Description		Countries		Term
		•        Asia Pacific (1-Singapore)   •        Canada (1-Montreal)   •        Latin America (Mexico, Central America, South America, Caribbean), (7-Mexico City, 1-Buenos Aires, 1-Sao Paulo, 1-Educador, 1-Colombia)   •        Puerto Rico (1-Manati)   •        US Corporate Security Support (3-New York)
Corporate Secretary Services		Provider Corporate Secretary’s Office will provide the following Services;   •        Assist with coordinating annual meetings;   •        File required reports with the Secretary of State;   •        File Articles of Incorporation, along with any amendments to the Articles;   •        Prepare and update By-laws;   •        Keep minutes of shareholder and board meetings;   •        Maintain current and shareholder records;   •        Maintain data on directors and officers;   •        Keep archives of Articles of Incorporation, By-laws, and other basic records;   •        Maintain like records for each subsidiary and affiliates;   •        Provide access to Global Entity Management System (GEMS) formerly Global Corporate Manager (Covered in Schedule 3 of this Agreement);   •        Support with transfer of documents post IPO.		All Countries (China, Indonesia, Hong Kong, Malaysia, Philippines, Singapore, Thailand, Vietnam, India, Taiwan, Spain, Portugal, France, Belgium, Italy, Poland, Russia, Sweden, Denmark, Norway, Netherlands, United Kingdom, Ireland, United States, Canada, Puerto Rico, Brazil, Colombia, Ecuador, Venezuela, Peru, Argentina, Mexico, Dominican Republic)		3 months

 

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Cost

Cost of Services shall be charged each month at a fixed amount, which is comprised of the following cost components as follows:²

 

•        External Affairs:
Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
U.S.A.		N/A		$	44,500
•        Patent Administration Support:
Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
U.S.A.		N/A		$	1,032
•        R&D Informatics:
Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
U.S.A.		N/A		$	644
•        Corporate Security:
Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Singapore		SGD		$	11,944
France		EUR		$	1,867
Italy		EUR		$	1,867
Argentina		ARS		$	3,012
Brazil		BRL		$	3,012
Canada		CAD		$	2,686
Colombia		COP		$	3,012
Ecuador		N/A		$	3,012
Mexico		MXN		$	21,081
Puerto Rico		N/A		$	2,534
U.S.A.		N/A		$	13,359
Total				$	67,384
•        Corporate Secretary:
Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
U.S.A.		N/A		$	12,036

Term:

See above.

 

 

2	Note, the cost components no longer add up correctly with new total.

 

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Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being terminated; provided that Corporate Secretary Services may be terminated on a per country basis. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient:

External Affairs – Wendy Thomas

Patent Administration Support – Kofi Kwarteng

R&D Informatics – Kofi Kwarteng

Corporate Security – Art Gann

Corporate Secretary – Kristin Coleman

Point of Contact, Provider:

External Affairs – Dick Thompson

Patent Administration Support – Lou Willie

R&D Informatics – Lou Willie

Corporate Security – Marc Geraci /Tom Pickard

Corporate Secretary – Katherine Kelly

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 14

OTHER CORPORATE SERVICES PROVIDED BY BMS

Services Summary Description

Provider shall provide the corporate Services described below.

Services

 

Service		Description		Countries
Fleet Management		Fleet services will be provided. Provider will oversee liability insurance, vehicle registration and accident-related matters.		United States, Puerto Rico, Canada Colombia, Mexico (Mexico City), Venezuela, India
Fleet Vehicle Leases		Provider will provide qualified personnel of Recipient with an appropriate leased vehicle.		US, Taiwan, France, UK, Ireland, Netherlands, Sweden, Norway, Denmark, Italy, Spain, Portugal, Poland, Puerto Rico, Canada
BMStudio		Provider will make creative Services available to Recipient. These Services may include account management, web design, content development and print purchasing.   Services will be classified as shown below and provided on an as requested basis at the below rates.   •     Tier 1 Original Concept Design   •     Tier 2 Secondary Creative   •     Tier 3 Simple Creative   •     Tier 4 Proofreading/Print Print/Premium Purchasing		United States
GLOBE Marketing Services		The GLOBE team will support populating and maintaining the creative asset data on the GLOBE web site, The GLOBE team will provide support and training on the GLOBE creative asset management application. The GLOBE team will also work with Recipient to capture and update the various usage rights associated with the licensing of photography.		United States, Puerto Rico, Canada
Apartment Leases		Provider will provide qualified expat personnel of Recipient with an appropriate apartment.		Mexico, France, UK

 

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Cost

BMStudio current pricing for general rate @$81/hr & web design rate @$91/hr; subject to change upon 30 days’ written notice from Provider.

Cost of GLOBE Marketing Services shall be charged each month at a fixed amount of $2,917.

Cost of Fleet Management Services shall be charged each month at a fixed amount of $6,834.

Cost of Fleet Vehicle Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for this Service.

Cost of Apartment Leases shall be charged each month at actual cost. Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for this Service.

Term:

Fleet Management: Until the date that is 18 months after the Separation Date.

Fleet Vehicle Leases: The Service shall be provided during the term of the provided vehicle leases, provided that commercially reasonable effort shall be made to avoid entering into or renewing leases which have terms extending beyond thirty-six (36) months after the Separation Date.

BMStudio: Until December 31, 2009; provided that the Provider and Recipient will endeavor in good faith to transition this Service by an earlier date.

GLOBE Marketing Services: Until the date that is 18 months after the Separation Date, Recipient has the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Apartment Leases: The Service shall be provided during the term of the provided apartment leases, provided that commercially reasonable effort shall be made to avoid entering into or renewing leases which have terms extending beyond thirty-six (36) months after the Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice, excluding Fleet Vehicle Leases Services. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being terminated. In addition to the Recipient’s ongoing obligation to pay all lease costs (such as termination fees and/or lease payments) for Apartment Leases or Fleet Vehicle Leases Services, upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

 

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Recipient: MJN

Provider: BMS

Point of Contact, Recipient:

 

Service(s)		Contact Person
BMStudio, GLOBE Marketing Services		Nicky Tesh
Fleet Vehicle Leases - US		Holly D’Amour
Fleet Vehicle Leases - Taiwan		As per Schedule 44
Fleet Vehicle Leases - France		As per Schedule 50
Fleet Vehicle Leases - UK		As per Schedule 59
Fleet Vehicle Leases - Ireland		As per Schedule 60
Fleet Vehicle Leases - Netherlands		As per Schedule 58
Fleet Vehicle Leases - Sweden		As per Schedule 55
Fleet Vehicle Leases - Norway		As per Schedule 57
Fleet Vehicle Leases - Denmark		As per Schedule 56
Fleet Vehicle Leases - Italy		As per Schedule 52
Fleet Vehicle Leases - Spain		As per Schedule 48
Fleet Vehicle Leases - Portugal		As per Schedule 49
Fleet Vehicle Leases - Poland		As per Schedule 53
Fleet Vehicle Leases - Puerto Rico		As per Schedule 23
Fleet Vehicle Leases - Canada		As per Schedule 21

Point of Contact, Provider: Fleet Vehicle Leases – Wendy Dymkowski – US, Puerto Rico & Canada, BMStudio, GLOBE Marketing Services – Tom Chetrick

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 15

PROCUREMENT SERVICES PROVIDED BY BMS

Services Summary Description

Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures, training and the usual and customary practices, codes and standards for business procurement, and in accordance with all applicable Laws.

Countries:

USA, Canada, Puerto Rico, Brazil, Colombia, Peru, Argentina, Mexico, Venezuela, Ecuador, China, Indonesia, Vietnam, Hong Kong, Singapore, Malaysia, Philippines, Thailand, India, Taiwan, Australia, Spain, France, Belgium, Italy, Poland, Sweden, Greece, UK, Portugal, Ireland, Denmark, Norway, Netherlands, Russia.

Services

 

Service		Description		Term
Direct Procurement
Global Sourcing and Contracting - Chemicals/Vitamins/Premixes		Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.		12 months
Global Sourcing and Contracting - Other Packaging - Plastics, Glass, Corrugate, Labels, Secondary Packaging, Promo, Other		Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.		12 months
Global Sourcing and Contracting - Logistics Shared Services - Freight - Ocean and Air, Freight Forwarding, Customs Brokers		Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.		12 months
Supplier management and support services for BMS contracted ingredients		Pricing, contract interpretation and legal support, terms, dispute resolution, quality and service performance metrics		12 months
Systems support for BMS Procurement Tools		Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link		24 months

 

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Service		Description		Term
Purchasing of Direct Services, to include the supplier payment cycle.		Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link		24 months
Indirect Procurement
Global Sourcing and Contract - GRD Clinical Studies and Medical Education		Sourcing to include key category market analysis, strategy development, bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Office Supplies, Furniture and Services		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - IT Contractors and Contracted Services		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Telecommunications		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Hardware and Software		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Data Management Support		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Meetings Management Support		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Travel Management		Sourcing to include bid process, negotiations, supply agreements and management of contracted services.		24 months
Global Sourcing and Contracting - Fleet		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Facilities Spend		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Advertising and Promotion Support		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - HR Support (to include Recruiting, Outplacement, Benefits, Payroll,		Sourcing to include bid process, negotiations and supply agreements.		24 months

 

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Service		Description		Term
Training, T&E, Relocation, Recruiting, Expatriate Services)
Global Sourcing and Contracting - Leased Workers		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Market Research Services		Sourcing to include bid process, negotiations and supply agreements.		24 months
Global Sourcing and Contracting - Laboratory Equipment, Supplies and Services		Sourcing to include bid process, negotiations and supply agreements.		24 months
Supplier management and support services for BMS contracted services		Pricing, contract interpretation and legal support, terms, dispute resolution, quality and service performance metrics		24 months
Systems support for BMS Procurement Tools		Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link		24 months
Purchasing of Indirect Services, to include the supplier payment cycle.		Frictionless, DAS, Xine, SAP, Arriba, Caesar, Supplier Link		24 months
Regional Indirect Procurement
Regional and Local Procurement		•        System processing, including (1) the conversion of purchase requisitions into orders and (2) the entry of information to record requested changes   •        Procurement Records Management (DAS, Storage of local Bidding Forms/BAR’s)   •        Vendor master maintenance: IVEN   •        Local Category Sourcing: Fleet, Print, Meeting-Events, Premiums/Promotions, Office Supplies and Services,   •        Annual Supplier Evaluation; business critical suppliers   •        Local Sourcing for the Globally Defined Categories		24 months

 

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Service		Description		Term
Market Specific Actions		•        Canada - System processing, including (1) the conversion of purchase requisitions into orders and (2) the entry of information to record requested changes   •        Hong Kong - Purchase Requisition Entry into BPCs   •        China (Ghz), Indonesia, Vietnam, Malaysia, Philippines, Thailand, Australia, Peru, Ecuador and Venezuela – BMS Global Procurement will manage the MJN procurement staff.		24 months

Cost: Cost of Services shall be charged each month at a fixed amount as follows:

 

Local Market (Country)		Foreign Currency Type		TSA Costs (in USD)
Argentina		ARS		$	2,167
Brazil		BRL		$	8,667
Canada		CAD		$	694
Colombia		COP		$	1,917
Hong Kong		HKD		$	1,042
India		INR		$	333
Mexico		MXN		$	13,333
Puerto Rico		N/A		$	1,730
Taiwan		TWD		$	5,250
U.S.A.		N/A		$	169,908
Total				$	205,040

Term: Until the date(s) specified above, with Recipient to have the right to extend the term of each Service on a per country basis with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of this Agreement, individual Services within this Schedule may be terminated on a per country basis without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutritional, Global Procurement

Provider: Bristol-Myers Squibb, Global Procurement

 

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Point of Contact, Recipient: John Gillespie

Point of Contact, Provider: Peter Rand

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 16

AUDIT SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

Provider will provide audit Services covering both financial and IT audits for Recipient’s worldwide operations. The scope of these Services is expected to cover the periods 2009 to 2011, with an option by Recipient to renew the relationship on an annual basis as long as Provider and its subsidiaries, other than Recipient, beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of Recipient. Provider will utilize its existing audit processes, tools and procedures to perform audits within the scope established by Recipient. Provider will issue audit reports utilizing its current reporting criteria and issue to the Recipient. Workpapers and documentation remain the property of Provider, but are available for inspection by Recipient upon request. In the event that Provider discontinues providing auditing Services to Recipient, Provider will make available copies of key workpapers at Recipient’s requests to ensure a transition to the new audit team.

Recipient will be responsible for its own Risk Assessment, SOX, Compliance Audit and Enterprise Risk Management processes.

Recipient will develop an audit scope annually and present it to Provider by September 30 for the following year audit schedule during its normal planning cycle so as to allow Provider sufficient time to develop an annual audit schedule and properly staff the engagements. Recipient has requested and Provider agrees to provide 10 audits of Recipient’s operations annually with the option to add an additional 2 for a maximum total of 12, representing no more than three per quarter, exact scope and location to be determined. Each audit, including planning, fieldwork and report will cover a seven week period and will be staffed at levels consistent with other Provider audits. The specific scope of procedures performed will be reviewed by Recipient and Recipient must agree to the sufficiency of those procedures. Provider also agrees to attempt to co-ordinate audits in the same geographic area (whether Recipient’s or Provider’s audits) so as to minimize travel related costs.

Recipient will be responsible for tracking and reporting of all open audit points identified during an audit.

Recipient will be responsible for notification to its operations of upcoming audits to be conducted by Provider. Provider will supply copies of its current notification templates and timing of delivering such notification to Recipient. Recipient will copy Provider on all notifications sent to its operations.

Provider will utilize its existing tools and documentation repository as well as any future changes and modifications, for Recipient audits. No unique modifications will be made solely for Recipient’s requests. Provider reserves the right, but is not obligated, to entertain any customization request by Recipient, and Recipient will pay for the cost of all such requests if Provider agrees to implement them.

 

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Provider reserves the right to staff audits at its discretion, including the use of contracted staff and guest auditors.

Provider agrees to use it best efforts to issue Audit Services reports within 30 days of end of fieldwork.

Provider will have access to the appropriate Recipient personnel and information within a reasonable time frame and will make project decisions in a timely manner. Should Provider assumptions with respect to access or should the conditions of the records, degree of cooperation, or other matters beyond Provider’s reasonable control appear to require additional commitments by Provider beyond those upon which Provider’s estimated fees are based, Provider will consult with Recipient and, with Recipient’s written approval, may adjust its fees and planned completion dates.

Recipient may request a change to the scope or location of Services. If, during the course of the year, Recipient requests a change in scope/location, Recipient will provide adequate notice to Provider of the change and Provider will use all reasonable efforts to adjust the audit plan if possible, subject to the following:

 

•

All requests for a change to an audit will be submitted in writing by Recipient.

 

•

The change request will describe at a reasonable level of detail the change and the rationale for the change.

 

•

Provider will review the change request and either approve it or reject it in writing.

If the change results in incremental expenses (e.g., for lost monies due to ticket purchases), Recipient agrees to reimburse Provider for such expenses upon presentation of documentation. Provider agrees to use best effort attempts to minimize any such costs.

Cost

For 2009, the cost for each of the audits will be $111,250 per audit plus actual out-of-pocket travel, meals, accommodations and other expenses specifically related to engagements (“Travel Expenses”). On average, Travel Expenses are estimated at $23,000 per audit. However, Travel Expenses are expected to be substantially lower for U.S. based audits and substantially higher for overseas audits. The cost of $111,250 plus Travel Expenses will be invoiced upon issuance of each audit report. Payment is due to Provider based upon terms established in this Agreement. Provider and Recipient have agreed to a scope of 10 audits in 2009, resulting in a total estimated cost of $1,112,500 with the option to add an additional 2 at $111,250 each resulting in a maximum cost of $1,335,000 plus Travel Expenses. Recipient is liable for a minimum annual fee of $1,112,500 plus Travel Expenses for audits actually conducted. In 2009, based on the requested 10 audits by Recipient, of which 8 are outside the United States, Provider estimates the travel budget in 2009 to approximate $300,000.

The cost will be reviewed annually during the budget cycle.

Provider will comply with its own travel policies while conducting an audit of Recipient. Supporting documentation for all travel and entertainment expenses will be available for review by Recipient within a reasonable time of request to Provider.

 

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Term:

Until December 31, 2011, with an option by Recipient to renew the relationship on an annual basis as long as Provider and its subsidiaries, other than Recipient, beneficially own shares of Common Stock representing greater than 50 percent of the total voting power of the outstanding shares generally entitled to elect directors of Recipient. Cost per audit remains in effect for 2009, as described above, and will be renegotiated in future years based on the average cost of a financial and IT audit plus out-of-pocket T&E expenses unless a revised amount is negotiated by both parties.

Early Termination of Services: Termination at any time upon 120 days’ prior written notice following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of one-twelfth (1/12) the sum of the minimum fee associated with the Services added to the estimated annual travel budget, as established annually during the budget cycle, shall be charged to Recipient monthly until the earlier of (i) (4) months after termination or (ii) the expiration of the Term of this Schedule. For example, for 2009 the monthly Early Termination Fees would equal $88,281.

Recipient: MJN

Provider: BMS, Audit Services Department

Point of Contact, Recipient: Pete Leemputte, Senior Vice President and CFO (to be replaced by MJN Chief Audit Executive when named)

Point of Contact, Provider: Sandra Cartie, Chief Audit Executive

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 17

GLOBAL R&D SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement, Provider shall provide the following Services to Recipient.

Services

GPV&E HQ Pharmacovigilance Services

Individual country requirements are included in the country specific Schedules to this Agreement.

Individual Case Safety Report Management

 

•

Oversee collection and Medical review of single Individual Case Safety Reports - serious and non-serious spontaneous, literature, and study-related as appropriate

 

•

Perform data management in pharmacovigilance database for all spontaneous adverse drug reactions and serious adverse events

 

•

Facilitate safety data processing and management by ensuring quality documentation and assessment of individual case safety reports

 

•

Ensure interface with Affiliates and relevant business partners for electronic transmission of pharmacovigilance data as needed

 

•

Ensure compliance with Provider SOP related to ICSR processes

 

•

Transfer of all relevant safety data on Products from Provider safety database to Purchaser Sub in an xml file at conclusion of Term

Regulatory Reporting

 

•

Identification and reporting of relevant Expedited Safety Reports within regulatory agency timelines worldwide

 

•

Planning and distribution of all reportable Individual Case Safety Reports in accordance with legal requirements

 

•

Distribution of all Individual Case Safety Reports for Products to the appropriate Affiliates/Partners for transmission to the Health Authorities

 

•

Complete on schedule all relevant aggregate reports (including Periodic Safety Update Reports, Annual Safety Reports, Semi-Annual Suspected, Unexpected Serious Adverse Reaction Reports, etc.) as applicable

Risk Management activities are not included in the scope of work of this Schedule.

At the end of the Term, provide historical data of Recipient adverse events to Recipient from the CARES database in an xml file.

Laboratory Notebook Archives

Transfer Recipient’s laboratory notebooks from Iron Mountain to Recipient within 6 months of the Separation Date.

 

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Cost

GPV&E HQ Pharmacovigilence Services:

Cost of providing historical data shall be a one time charge of $1,000.

Cost of providing listed individual case safety report management and regulatory reporting Services shall be a per case charge of $450.00.

Specific charges shall be negotiated for any activities not listed above in the GPV&E HQ Services section and extra programming Services if needed.

Cost of Services for laboratory notebook archives shall be the actual cost of shipping of the notebooks.

Term

Until the date that is eighteen (18) months after the Separation Date.

Early Termination of Services: Termination at any time upon 180 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Lana Kington, GR&D Operations

Point of Contact, Provider: Mary McGuire, GPV&E HQ Pharmacovigilence Services

Cynthia J. Good, Laboratory Notebook Archives

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 18

INSURANCE SERVICES PROVIDED BY BMS

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

 

Service		Description		Countries		Term
Real Property Insurance		Provider shall continue to purchase real property insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.   Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.		Worldwide		July 1, 2010
Transit Insurance		Provider will continue to purchase transit insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.   Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.		Worldwide		July 1, 2009

 

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Service		Description		Countries		Term
Employment Practices Insurance		Provider will continue to purchase employment practices insurance, at Provider’s cost, from third-party insurers, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.   Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.		Worldwide		November 1, 2009
Kidnap & Ransom Insurance		Provider will continue to purchase kidnap & ransom insurance, at Provider’s cost, from a third-party insurer, and the policies so purchased will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.   Any claims made on Recipient’s behalf will be made by Provider pursuant to reasonable instructions and directions from Recipient, and Provider will transfer, or cause to be delivered, to Recipient all insurance proceeds with respect to any such claims.		Worldwide		November 1, 2009
Workers’ Compensation Insurance		Provider will purchase, at its expense, a workers’ compensation insurance policy from a third-party insurer that will include coverage for Recipient as a “subsidiary” so long as Provider holds a majority voting interest in Recipient.   Under the third-party insurer’s policy, the third-party insurer’s role is to be administrative and not to take any non-trivial insurance risk. Accordingly, essentially all insurance risk (including Recipient’s insurance		United States		January 1, 2010

 

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Service		Description		Countries		Term
		risk) will be borne by the Provider, and the Provider will be responsible for indemnifying and reimbursing the third-party insurer for any such insurance risk.

Cost

Cost of Services shall be charged each month at a fixed amount according to the following schedule:

 

For the period February 2009 through June 2009		$	125,268
For the period July 2009 through October 2009		$	108,601
For the period November 2009 through December 2009		$	102,712
For the period January 2010 through June 2010		$	54,167

Term:

See above.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual services within this schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees of 75% of monthly costs shall be charged each month for 3 months.

Extension of Services: Extension at any time upon sixty (60) days’ prior written notice; provided, however, that the Services set forth in this Schedule may be extended with respect to a particular country without such Services being extended with respect to any other country. The length of extension must be agreed to by both Recipient and Provider. The party that wishes to extend the Service(s) will be responsible for bearing the cost, unless otherwise agreed to by the parties.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Kevin Wilson

Point of Contact, Provider: BMS Risk Manager, Jeff Galik in absence

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 19

SERVICES PROVIDED BY BMS – UNITED STATES

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

International/Export Services

International /Export invoicing, collections, follow-ups, cash application and allocations.

International /Export freight forwarding, freight payment and claims.

Raw Materials Services

Receipt and sampling of raw material samples at the Provider’s ITO Raw Material Center (Building 123). Raw material shipments for Recipient – Evansville will be received and stored in the leased Recipient warehouse in Mount Vernon, IN (Building 810). Representative units of these materials will be sent by Recipient from Building 810 to Building 123 for Provider ITO to sample for Recipient QC testing.

Customs Services

Customs import and export advice. CAFTA & NAFTA certificates. Assistance in managing issues with US customs. Provide general Import/Export Customs Compliance guidance and high level training relative to import/export laws and regulations. Provide guidance via review and training of current Provider Customs compliance procedures. Provide import specific support in NAFTA origination verification, tariff classification, import clearance (including Customs, FDA and USDA) and ROW duty analyses. Provide export specific support in denied party screening, ECCN classification, sanctions and boycotts and review of business processes.

Quality Control Related Services

Moisture testing on approximately 1,100 Recipient material samples per year.

Perform environmental monitoring of MJN Evansville sampling and production areas.

Miscellaneous Services

Coordination and composition of workforce training grants.

Government Contract Registration Consultation and EEV Basic Pilot Program Related State Registrations for Pricing department.

 

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Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, general office supplies, cafeteria/catering access and services, health and safety services, physical security, parking and parking lot maintenance, fax/copy machine access, reception services, cleaning services, grounds/landscape management, space planning, mail services, conference services and access to off-site document management services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to two (2) employees in Alis Viego, California

 

•

Up to three (3) employees in Irving, Texas

 

•

Up to two (2) employees in Atlanta, Georgia

 

•

Up to two (2) employees in Chicago, Illinois

Management of Evansville Premix Manufacturing Process and Personnel

Provider shall provide management personnel, function, and activities to assist Recipient in managing the application environment(s) which are used to coordinate the order, production, supply, distribution and invoicing of all nutrient premixes used in Recipient’s nutrition products and all granulation and pre-mix coloring for Pravachol made for Provider by Recipient at Recipient’s Evansville plant.

Provider shall further provide, for premix manufacturing, management of the hourly workforce consisting of Recipient’s employees; equipment and facility maintenance labor; completion, review and delivery to Recipient of production documentation and batch record coordination; and shop floor scheduling.

Provider shall maintain the Master Batch Record for Recipient’s nutrient premixes and provide Recipient and its employees access to such records in the Provider’s current computer application; provide Recipient personnel access to Standard Operating Procedures that are pertinent to the operation in the current BMS computer application for premix manufacturing; deliver electronic copies of all pertinent Standard Operating Procedures to Recipient in an agreed-upon electronic format.

During the thirty (30) days prior to any termination or expiration of this Service, Provider shall train Recipient personnel in the job and provide Recipient’s personnel with all materials and documentation necessary to perform such job function(s).

 

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Shipping, Receiving and Storage of Premix

Provider shall provide all activities related to shipping and receiving and storage of Recipient’s nutrient premixes in building 41.

Cost

Cost of Services shall be charged each month at a fixed amount of $37,425, plus $62,370 per month for Management of Evansville Premix Manufacturing Process and Personnel and $24,401 per month for Shipping, Receiving and Storage of Premix.

Term

Until the date that is eighteen (18) months after the Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule other than Management of Evansville Premix Manufacturing Process and Personnel and Shipping, Receiving and Storage of Premix, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Notwithstanding Section 4(b) of the Agreement, with regard to termination of the Services for Management of Evansville Premix Manufacturing Process and Personnel and Shipping, Receiving and Storage of Premix: may not be terminated prior to July 1, 2009; may be terminated by the Recipient upon ninety (90) days notice; early termination may be for all of the Services stated in sub-section (a) of those Services, all of the Services stated in sub-section (b), or all of the Services stated in both sub-sections; and upon early termination Recipient will owe fees for the Services during the ninety (90) day notice period but no Early Termination Fees will be owed.

Recipient: MJN

Provider: BMS

Point of Contact, Recipient: Rick Baumgart

Point of Contact, Provider: Bill Mitchell

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 20

SERVICES PROVIDED BY MJN – INDIANA TECH OPS, INDIANA R&D, AND

INDIANA PHARM DC

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Transportation

Transportation of materials between Recipient ITO’s Evansville and Mt. Vernon plants.

Transportation of finished product from Recipient ITO’s Evansville and Mt. Vernon plants to the Mt. Vernon Pharmaceutical Distribution Center.

Inbound Freight management for Tech Ops.

Fitness Center

Access to Evansville Fitness Center.

Support from Evansville Fitness Center supervisor to Mt. Vernon Fitness Center, consistent with current schedule of once per week on average.

Facility Occupancy and Support

Provider shall provide (in the nature of a license) to Recipient the right to use and occupy, during the Term, office, production, lab, storage, receiving and other support areas currently occupied and utilized by Recipient (a “License Area”) located in areas of buildings owned or leased by Provider in Evansville, Indiana. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, utilities maintenance and facilities related maintenance, cafeteria/catering access and services, health and safety services, physical security, parking and parking lot maintenance, fax/copy machine access, cleaning services, grounds/landscape management, space planning, mail services, conference services and access to off-site document management services. No increase over the current Evansville, Indiana Recipient employee/contractor population exceeding 10% of the existing population (rounded up to the nearest whole number) as of the Separation Date shall be allowed.

Provider shall provide to Recipient’s Mount Vernon, Indiana campus facilities Services such as utilities, utilities maintenance, security, cafeteria, facilities related maintenance, yards and grounds Services, laundry Services, janitorial Services, mailroom Services, etc. and other related services as provided in the past.

 

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Quality Control Services

Protein testing for ITO Povidone and Crospovidone products, VOC water testing, and lead testing for ITO sucrose materials, consistent with historical activity levels.

Use of Recipient QA equipment and labs to conduct analytical testing (refractometer, mercury analyzer, Physical Properties room and supplies), consistent with historical activity levels.

Microscopy analysis on an as needed basis.

Miscellaneous

Glassware Washing for Evansville Pharm QC.

Support from Evansville Occupational Health Services to Indiana Pharm operations.

Management support from Evansville Environmental Health & Safety department.

Use of the Evansville Tool Room.

Cost

Cost of Services shall be charged each month at a fixed amount of $1,608,050; provided that costs for the spare parts themselves requisitioned from the Evansville Tool Room will be invoiced quarterly at actual cost.

Term

Until the date that is eighteen (18) months after the Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated; provided, however, the termination of utilities/facilities Services to the Mt. Vernon campus must be done on a Service-by-Service basis, not on a building-by-building basis. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: BMS

Provider: MJN

Point of Contact, Recipient: Bill Mitchell

Point of Contact, Provider: Rick Baumgart

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 21

SERVICES PROVIDED BY BMS – CANADA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Transportation

Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees (i.e., special charges, fuel surcharge, heated services if required, penalties on waiting times, customs brokerage fee) and inventory taxes incurred by Provider in performing the Services described in this paragraph.

International /Export freight forwarding, freight payment and claims.

Assistance in managing issues with Canada/US customs. Provider shall provide to Recipient information related to tariff classification and maintain NAFTA certification for imported or exported products or materials. Provider, upon notice and instruction from Recipient, will instruct its brokers to resolve any issue delaying Customs clearance of products or materials.

Provider will provide documentation according to FDA regulation. For periodic shipments to the US (i.e., request for Product Samples), completion of the bio-terrorism declaration is required.

Storage of Global Logistics Documents.

Stock Transfers to Brampton warehouse and St. John’s warehouse.

Warehousing and Distribution

Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all

 

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products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

Product manufacturing and supply (kit, packaging testing and release for EFB and special promotions).

Returns & Recalls

During the Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. Provider and Recipient shall work together to develop a transition plan to seamlessly transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed and processed by Recipient. Notwithstanding the foregoing, the parties acknowledge that after the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that the management of such returned goods shall continue to be subject to the provisions of this Agreement and its Schedules.

Sales and Marketing Warehousing

Provider shall store and maintain sales and marketing related product inventory such as product samples, Post-Op kits, brochures, and all other marketing items subject to the ability of the Business to meet production requirements for its products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for the Business fulfillment services, and in accordance with all applicable Laws.

Provider is responsible to perform cycle count as per past practice including a full wall to wall will on a yearly basis. Provider will be responsible to prepare all documentation for the destruction of inventory.

Provider to support transition of LSU Warehousing and Distribution to 3^rd party provider, as part of the LSU Divestiture initiative. Provider’s IM staff and Order-to-Cash team to support data, process and knowledge transfer to Recipient and 3^rd Party provider as per agreed upon time line. Timeline for transfer of Services for both Provider’s and Recipient’s businesses to be mutually agreed upon. Any incremental costs incurred will be the responsibility of Recipient.

Sourcing and Contracting - Customs Brokers, Freight Forwarders, and Transportation Providers

QA/QC - Product inspection, product release and continued support consistent with current requirements.

Provider will support “Retains” management as per current practice.

Pharmacovigilance - Natural Health Products (NHP)

 

-	Pharmacovigilance enters all MJN Canada Vitamin Adverse Events (AEs) into CARES system

 

-	Review, monitor and submits local and foreign AE reports as per local regulatory requirements.

 

-	Ensure that annual safety summary is prepared and is available as per local regulatory requirements.

 

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Cost

Cost of Services shall be charge each month at an amount of CAD 171,827. A portion of this cost is activity-based and will fluctuate from month-to-month.

Recipient will be responsible for all external costs associated with the transfer of the Services to the Recipient or to any other provider(s).

Excluded services (to be paid directly by Recipient):

 

•

All activity performed at the rework center (including, FTE, materiel and handling).

 

•

All activities of the mailing program (including FTE material and handling).

 

•

All charges related to brokerage customs.

 

•

All freight charges, including fuel surcharges, waiting time, penalties and others.

 

•

All cost associated to product destruction.

 

•

All cost associated to do a recall process from customer and providers.

Term:

Until the date that is eighteen (18) months after the Separation Date.

Early Termination of Services: Termination at any time upon 180 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. The Recipient will be responsible for all external costs associated with the transfer of the Services to the Recipient or to any other provider(s). In addition to all external costs associated with the transfer of the Services to the Recipient or to any other provider(s), following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) six (6) months after termination or (ii) the expiration of the Term of this Schedule, except that in connection with the Boucherville Warehouse, Early Termination Fees shall be an amount equal to Recipient’s proportionate share of the monthly lease costs of the Bourcherville Warehouse, which shall be charged to Recipient monthly for six (6) months.

Recipient: Mead Johnson Nutrition (Canada) Co.

Provider: Bristol Myers Squibb Canada Co.

Point of Contact, Recipient: Helen Quenneville

Point of Contact, Provider: Michael Rea

Payment Terms: All payments due within thirty (30) days of receipt of invoice (Journal entry) by Recipient.

 

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SCHEDULE 22

SERVICES PROVIDED BY MJN – CANADA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Retail - Store time/shelf management/credit and returns.

Retail - Customer planning/contract management/A&P (GTN) management.

Retail - Overall planning/budgeting/samples/Promotional Funds Management.

HCP - Samples (doctor) management and distribution.

CRC Services for the 1-800 consumer lines including Usage inquiry, Coupon request, Ingredient inquiry, Quality complaint, Purchase expired product complaint and Illness/medical complaint.

Cost

Cost of Services shall be charged each month at a fixed amount of CAD 23,111.

Recipient will be responsible for all external costs associated to the transfer of the Services to the Recipient or to any other provider(s).

Term:

Until the date that is twelve (12) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 180 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. The recipient will be responsible for all external costs associated with the transfer of the Services to the Recipient or to any other provider(s). In addition to all external costs associated with the transfer of the Services to the Recipient or to any other provider(s), following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) six (6) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol Myers Squibb Canada Co.

Provider: Mead Johnson Nutrition (Canada) Co.

Point of Contact, Recipient: Michael Rea

 

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Point of Contact, Provider: Helen Quenneville

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 23

SERVICES PROVIDED BY BMS – PUERTO RICO

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to the Recipient.

Accounting Pricing

The Provider will support the Recipient on general pricing practices including price increases, support, rebates redemption and accounting management related to the Puerto Rico WIC Program vouchers.

Supply Chain and Logistics

Broker Resolution of Product Release Delays

Provider shall, upon notice and instruction from the Recipient, instruct its broker to handle and resolve any issues delaying release of the Products.

Importer of Record

Where Provider is the registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation.

Distribution, Dock & Logistics

Provider shall continue to provide delivery Services to customers in Puerto Rico, St. Thomas and St. Croix. Such Services shall be provided using customary procedures and observing usual and customary practices, applicable laws, codes and standards for distribution services. Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods and issuing claims to transportation companies. Costs related to the delivery and returns to customers shall be billed to Recipient.

Transportation

Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph.

 

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Warehousing

Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

Returns & Recalls

 

•

During the Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. Provider and Recipient shall work together to develop a transition plan to seamlessly transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed and processed by Recipient. Notwithstanding the foregoing, the parties acknowledge that after the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that the management of such returned goods shall continue to be subject to the provisions of this Agreement and its Schedules.

 

•

Related Services shall include the investigation and solution of quality issues while ensuring of compliance with FDA and Provider policies. Also, in coordination with EHS and security the Services will include the management of material to be destroyed.

Sales and Marketing Warehousing

 

•

Provider shall store and maintain sales and marketing related product inventory such as product samples, Post-Op kits, brochures, and all other sales and marketing items subject to the ability of the Business to meet production requirements for its products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for the Business fulfillment services, and in accordance with all applicable Laws.

Support of Registration Process

 

•

Provider will use its commercially reasonable efforts to support Recipient’s product registrations that have been filed by Provider or its Affiliates but not approved on or prior to the Separation Date with respect to the products marketed and sold by Provider and set forth in Exhibit A (the “Transferred Products”). Provider will respond to the applicable regulatory authorities with such documents as are reasonably requested by Recipient to and that affects the registration or withdrawal of the relevant regulatory submissions with respect to the Transferred Products. Recipient will use its commercially reasonable efforts to submit to the relevant regulatory authority all appropriate documentation to request registration of the Transferred Products in the name of Recipient.

 

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•

The Provider shall fully cooperate with the Recipient to register new products, manage product complaints for customers or end users and or product recalls, following the approved SOP for the handling of such situations and within the PR Department of Health and FDA rules and regulations.

Other Logistic and Managerial Services

 

•

Provider shall support the Recipient with managerial Services for business decision process related to distribution, warehousing, and inventory management.

 

•

It is understood that the supply chain process terms herein included could change for the Provider as part of the Provider plans to increase productivity. Therefore the Provider shall include the Recipient in the decision making process in order to maintain a seamless transition from Services herein specified. The Provider shall maintain communication on this topic with the Recipient at least six (6) months in advance of the new period budget process.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, general office supplies, physical security, parking and parking lot maintenance, fax/copy machine access, cleaning services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 8 employees in Guaynabo, Puerto Rico 00968.

Other Services

The Provider shall continue to coordinate insurance Services including the required bid bonds, performance bonds in order to comply with the Commonwealth of Puerto Rico regulations to do business with governmental agencies.

Internal Control

The Provider will maintain adequate internal control operations related to Recipient’s operations during the Term consistent with Provider internal control practices.

Cost:

Cost of Services shall be charged each month at a fixed amount of $71,760. Pursuant to Section 2(f) of the Agreement, the uplift charged for Services described in this Schedule shall be 2%.

 

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Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon six (6) months prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) six (6) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson (Puerto Rico) Inc.

Provider: Bristol-Myers Squibb, Puerto Rico Inc.

Point of Contact, Recipient:

Luis Ortiz, General Manager

Point of Contact, Provider:

Edda Guerrero, President & GM Puerto Rico

Ramón Menendez, Regional Finance & Administration Director

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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Schedule 23 – Puerto Rico

Exhibit A

Support of Registration Process

 

CODE		PRODUCTS FOR SALE
8301		BCAD 2 METABOLIC PWD 1LB (6CAN)
28401		BOTTLE ENFAMIL NURSETTE EMPTY 8OZ (8X6BTL)
200101		CLEFT PALATE NURSETTE 6OZ (12X6BTL)
139001		ENFACARE LIPIL 22CAL NURSETTE 2OZ(8X6BTL)
1904		ENFACARE LIPIL PWD 12.8OZ (6CAN)
128701		ENFACARE LIPIL RTU 32OZ (6CAN)
26506		ENFALYTE NURSETTE 6OZ (3X8BTL)
145301		ENFAMIL AR LIPIL NURSETTE 2OZ (8X6BTL)
20333		ENFAMIL AR LIPIL 32OZ (6CAN)
201418		ENFAMIL HUMAN MILK FORTIFIER PWD 2X100PCH.71G
139401		ENFAMIL LIPIL PREMATURE 20CAL NURSETTE 2OZ (8X6BTL)
139101		ENFAMIL LIPIL PREMATURE 24CAL NURSETTE 2OZ (8X6BTL)
139201		ENFAMIL LIPIL W/I PREMATURE 20CAL NURSETTE 2OZ (8X6BTL)
139301		ENFAMIL LIPIL W/I PREMATURE 24CAL NURSETTE 2OZ (8X6BTL)
127201		ENFAMIL LIPIL W/I CONC 13OZ (12CAN)
127103		ENFAMIL LIPIL W/I RTU 32OZ (6CAN)
127003		ENFAMIL LIPIL W/I 20CAL 6OZ (3X8BTL)
138901		ENFAMIL LIPIL W/I 20 CAL NURSETTE 2OZ (8X6BTL)
127002		ENFAMIL LIPIL W/I 20 CAL NURSETTE 6OZ (3X8BTL)
127301		ENFAMIL LIPIL W/I PWD 12.9OZ (6CAN)
127312		ENFAMIL LIPIL W/I PWD 25.7OZ (6CAN)
127304		ENFAMIL LIPIL W/I PWD 38OZ (60TRAYX6CAN) PDU
127102		ENFAMIL LIPIL W/I RTU 8OZ (4X4CAN)
19801		GA PWD 1LB (6CAN)
134601		GLUCOSE 5% NURSETTE 2OZ (8X6BTL)
6802		GRAD-U-FEED CAP (750EA)
33901		GRAD-U-FEED DEVICE (1X100BTL)
61401		LACTOFREE LIPIL CONC 13OZ (12CAN)
144401		LACTOFREE LIPIL NURSETTE 2OZ (8X6BTL)
61607		LACTOFREE LIPIL PWD 12.9OZ (6CAN)
61501		LACTOFREE LIPIL RTU 32OZ (6CAN)
140110		NEXT STEP LIPIL W/I PWD 12OZ (6CAN)
140111		NEXT STEP LIPIL W/I PWD 24OZ (6CAN)
428813		ENFAMIL CROSS-CUT NIPPLE (240EA)
433905		ENFAMIL SLOW-FLOW SOFT NIPPLE (240EA)
129009		NUTRAMIGEN AA LIPIL,14.1 PWD (6CAN)
26306		NUTRAMIGEN LIPIL NURSETTE 6OZ (3X8BTL)
33821		NUTRAMIGEN LIPIL PWD 1LB (6CAN)
49911		NUTRAMIGEN LIPIL RTU 32OZ (6CAN)
128801		NEXT STEP LIPIL RTU 32OZ (6CAN)
140903		NEXT STEP PROSOBEE LIPIL W/I PWD 12OZ (6CAN)

 

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SCHEDULE 24

SERVICES PROVIDED BY BMS – CENTRAL AMERICA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

International/Export Services

International /Export invoicing, order processing (order to cash), collections for account receivables, cash application Services, processing customer deductions.

International /Export freight forwarding, freight payment and claims.

Cost: No cost shall be charged.

Term:

Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: Mead Johnson Nutrition (Central America: Belize, Guatemala, Honduras, Panama, Costa Rica, El Salvador, Nicaragua)

Provider: Bristol Myers Squibb de Mexico S de R.L. de C.V.

Point of Contact, Recipient: Ramon Alvarez

Point of Contact, Provider: Edgar Perez

 

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SCHEDULE 25

SERVICES PROVIDED BY BMS – CARIBBEAN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

International/Export Services

International /Export invoicing, order processing (order to cash), collections for account receivables, cash application services, processing customer deductions,

International /Export freight forwarding, freight payment and claims.

Cost: No cost shall be charged.

Term:

Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: Mead Johnson Nutrition (Caribbean: Suriname, Guyana, Trinidad & Tobago, Barbados, Bermuda, Bahamas, Grand Cayman, Jamaica)

Provider: BM International Group

Point of Contact, Recipient: Ramon Alvarez/Marco Cortes

Point of Contact, Provider: Donna Marincas/Kathy Daniels

 

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SCHEDULE 26

SERVICES PROVIDED BY BMS – COLOMBIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Global Customs and Trade Function

Provide information related to tariff classification for products imported and exported.

Importation and Customs Clearance

Upon notification of an incoming shipment of Products by Recipient, Provider shall revise and inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into Colombia, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied by Provider, in order to enable release of the Products by customs.

Broker Resolution of Product Release Delays

Provider shall, upon notice and instruction from Recipient, instruct its broker to handle and resolve any issues delaying release of the Products.

Importer of Record

Where Provider is the registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential services such as telephone services, LAN access, utilities, parking and parking lot, grounds/landscape management, space planning, mail services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area).

 

•

Up to fifteen (15) employees in Bogotá, Columbia.

 

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Ministry of Health Audit Attendance

The Technical Director must represent Recipient’s products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for Recipient’s products in front of Ministry of Health.

After-Sales Service

Provider shall make available its existing call centers and toll-free telephone numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required product recalls and associated communications.

Internal/External Control Support

Attend to external audit and legal requirements.

Cost

Cost of Services shall be charged each month at a fixed amount of COP 39,895,439.83.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the cost of such terminated Services shall be charged to Recipient monthly for three (3) months.

Recipient: Mead Johnson Nutrition (Colombia) Ltda.

Provider: Bristol-Myers Squibb de Colombia S.A.

Point of Contact, Recipient: Marlene Negreiros

Point of Contact, Provider: Carlos Cabas

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 27

SUPPLEMENTAL SERVICES PROVIDED BY BMS – COLOMBIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient under a mandate agreement, whereby Provider will act in its own name but for the account of Recipient when performing any of the following Services:

Services

MEAD JOHNSON NUTRITION (COLOMBIA) LTDA. (hereinafter the “Principal”), grants sufficient mandate to BRISTOL-MYERS SQUIBB DE COLOMBIA S.A., (hereinafter the “Agent” and jointly with the Principal the “Parties”) for the Agent, on his own name but on behalf of the Principal, to carry out the following acts:

(A) To issue purchase orders for the products in favor of the producer or supplier of the products abroad, in the quantities, specifications and the regular recurrence indicated by the Principal;

(B) To import, directly or through a person or entity legally authorized to do so, the products, undertaking all the proceedings and executing any required documents;

(C) To timely pay the invoices regarding the products, issued and sent by the manufacturer or the supplier of the products to the Agent;

(D) To acquire the insurance policies and pay any freights for the transport of the products;

(E) To pay the customs levies arising from the importation of the products and the VAT over the imported products;

(F) To fulfill the obligations set forth in the foreign exchange regime for the importation of the products;

(G) To carry out the proceedings to nationalize the products;

(H) To deliver the products to the Principal, directly or through the person indicated by the latter for such purpose, once nationalized, for the Principal to distribute them into the Colombian territory;

(I) Carrying out all the required procedures before the Colombian authorities to apply and obtain the licenses and authorizations required by the Agent for the direct importation of the products into the Colombian territory;

(J) To act before public and private entities which conform the health Colombian system, as applicable;

(K) To sign the agreements and documents that shall be necessary for the duly performance of the activities entrusted;

(L) To conduct on behalf of the Principal its relations before the Colombian regulatory and control authorities only in the cases when the Principal cannot concur in a direct way

(M) To appoint, judicial or extrajudicial, attorneys at law,

Once delivered by the Agent, the products shall be distributed and sold by the Principal into the Colombian territory. The Principal shall carry out the promotion, marketing, invoicing and any other activities required for the distribution and sale of the products.

 

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Cost

No fee shall be charged by Provider for performing the Services.

Term:

Until the termination of the Mandate Agreement between Mead Johnson Nutrition (Colombia) Ltda. and Bristol-Myers Squibb de Colombia S.A., dated as of January 31, 2009.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: Mead Johnson Nutrition (Colombia) Ltda.

Provider: Bristol-Myers Squibb de Colombia S.A.

Point of Contact, Recipient: Marlene Negreiros

Point of Contact, Provider: Carlos Cabas

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 28

SERVICES PROVIDED BY BMS – ECUADOR

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Financial Services

Provider will provide Internal Controls and Cost Accounting support including calculation of standard costs, obsolescence reserve calculation, and all SIM maintenance. In addition, Provider’s Finance Director will provide support as required by Corporate Directives, local procedures, or Internal Control Standards. The areas supported may include, but not be limited to authorization of disbursements (including payroll), external audits, tax planning, review and authorization of Corporate Reporting.

Global Customs and Trade Function

Provide information related to tariff classification for products imported and exported.

Importation and Importer of Record

Where Provider is the registration holder of record of Recipient products(s), Provider will execute the necessary documents to authorize Recipient to import inventory under Provider’s import licenses to enable Recipient to import inventory while obtaining its own import licenses.

Broker Resolution of Product Release Delays

Provider shall, upon notice and instruction from the Recipient, instruct its broker to handle and resolve any issues delaying release of the Products.

Returns processing (including product destruction)

Returns are received at the third party logistics facility. Upon request from the 3PL, the Provider’s personnel shall go to the facility, count inventory, and lock the container until transport to the incinerator. Provider shall enforce the returned goods and recall policies of the Recipient and work with existing third-party providers of returned related services.

Export and Ministry of Health Activities for Vitamins

Coordinate with export markets on registry of vitamins in their countries. Register all documentation with local MOH for the vitamin line. Export of vitamins for Central America and Peru. The Provider’s personnel register all documentation with local Ministry for the vitamin line since they are manufactured in the plant of Guayaquil-Ecuador.

 

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Ministry of Health Audit Attendance

The Technical Director shall represent Recipient’s products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for Recipient’s products in front of Ministry of Health.

Cost

Cost of Services shall be charged each month at a fixed amount of $9,400.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Ecuador) Cia. Ltda.

Provider: Bristol-Myers Squibb Ecuador Cía Ltda.

Point of Contact, Recipient: Martin Wever

Point of Contact, Provider: Freddy Morales

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 29

SERVICES PROVIDED BY BMS – VENEZUELA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient:

Services

Global Customs and Trade Function

Provide information related to tariff classification for products imported and exported.

Importer of Record

Where Provider is the registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation.

Distribution, Dock & Logistics

Provider shall manage all the distribution of Recipient products to Recipient’s clients. Provider shall manage all distribution, dock and logistics services in a manner consistent with past practices, usual policies and GMP standards.

Transportation

Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph.

Warehousing

Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Recipient inventories (to the extent permitted by applicable Laws) and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

 

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Returns processing (including product destruction)

The Technical Director is responsible for approving the products and all the activities related with Quality control. Provider shall enforce the returned goods and recall policies of Recipient and work with existing third-party providers of returned related services.

Quality Control

Physical inspection, product release activities of vitamins and infant formulas sold in Venezuela.

Stability Services Required

The Technical Director approves the stability reports submitted by the manufacturing lab (lab Vargas). Provide Technical support in OOS investigations and in the daily operation of Lab. Vargas (Co packer of liquid vitamins).

Stickering & Relabeling Services & Promotional Customization

Provider shall manage all stickering and/or relabeling services required, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for the Business distribution operations services, and in accordance with all applicable Laws.

Ministry of Health Audit Attendance

The Technical Director shall represent Recipient products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations. Act as Technical Director for Recipient products in front of Ministry of Health.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to seventeen (17) employees in Caracas, Venezuela.

 

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Cost

Cost of Services shall be charged each month at a fixed amount of VEF 319,334.35.

Term:

Until the date that is eighteen (18) months after the Separation Date, except as set forth below:

Distribution, Dock & Logistics, Warehousing and Quality Control of products related to Laboratorio Vargas  -  Until December 31, 2009.

Recipient has the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months; provided, however, that the Recipient may not extend QAIQC – Importation and Distribution Planning Service.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition Venezuela, S.C.A.

Provider: Bristol-Myers de Venezuela S.C.A.

Point of Contact, Recipient: Gilberto Zambrano

Point of Contact, Provider: Carlos Cabas

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 30

SUPPLEMENTAL SERVICES PROVIDED BY BMS – VENEZUELA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof) and the terms and conditions of a separate Mandate without Representation Agreement between Provider and Recipient, dated as of January 31, 2009, Provider shall provide the following Services to Recipient under a mandate without representation (comisión) basis, whereby Provider will act in its own name but for the account of Recipient when performing any of the following Services:

Services

The performance of the following activities or operations relating to the Mead Johnson Business in Venezuela (collectively, all of the activities and operations identified in paragraphs (i) and (ii) below, the “Activities”):

 

(i)

the issue of purchase orders to the relevant foreign manufacturer or supplier (according to the amounts, specifications and frequency indicated by Recipient); the import (and nationalization); the timely and full payment of (a) all invoices, debit notes and similar documents issued by the relevant foreign manufacturer or supplier in connection with the above mentioned purchase orders, (b) the freight and insurance charges in connection with the transportation, and (c) the customs duties and other applicable taxes in connection with the import; the request, processing and procurement of any necessary or convenient registrations, authorizations, certificates and/or licenses under applicable currency exchange control and/or customs laws, regulations and/or rules; and the delivery once imported (and nationalized) at the place within Venezuela previously designated by Recipient; of the products currently comprising the Mead Johnson Business in Venezuela (collectively, the “Products”) that are treated under Venezuelan law as nutritional products (food), which Products are described in Exhibit 1.1 of the above mentioned separate Mandate Without Representation Agreement; as well as any other actions directly related to any, some or all of the foregoing activities, which actions are necessary or convenient to properly and fully perform such foregoing activities; and

 

(ii)

the contracting of manufacturing services with the relevant local manufacturer, of transportation services with the relevant transportation entity, and of warehousing services with the relevant warehousing entity (according to the amounts, specifications and frequency indicated by Recipient); the timely and full payment of all invoices, debit notes and similar documents issued by the relevant manufacturer, transportation entity or warehousing entity; all of the activities described in the preceding paragraph (i) with respect to the active principles and other substances; the generation of demand (through promotion, marketing and advertising); the solicitation and taking of customer orders; the processing of orders; and the sale, billing, collection and customer care; of the Products that are treated under Venezuelan law as pharmaceutical products, which Products are described in Exhibit 1.1 of the above mentioned separate Mandate Without Representation Agreement; as well as any other actions directly related to any, some or all of the foregoing activities, which actions are necessary or convenient to properly and fully perform such foregoing activities.

 

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Cost

Services shall be performed by Provider to Recipient free of charge. Notwithstanding the foregoing, Provider shall be entitled to obtain reimbursement, and Recipient shall be obligated to reimburse, all costs, expenses and disbursements incurred by Provider in connection with the performance of the Activities (whether directly or through authorized third parties).

Term:

Until the termination of the separate Mandate without Representation Agreement between Provider and Recipient, dated as of January 31, 2009.

Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated.

No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: Mead Johnson Nutrition Venezuela, S.C.A.

Provider: Bristol-Myers de Venezuela S.C.A.

Point of Contact, Recipient: Gilberto Zambrano

Point of Contact, Provider: Carlos Cabas

Payment Terms: All reimbursements for costs, expenses and disbursements, are due within thirty (30) calendar days of receipt of the relevant debit note by Recipient.

 

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SCHEDULE 31

SERVICES PROVIDED BY MJN – PERU

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Local Purchasing

Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business procurement, and in accordance with all applicable Laws.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to forty-three (43) employees in Lima, Peru.

Other Services (not included FSS)

Provider shall provide support for compliance, SOX, internal control, pending legal disputes and business controls.

Cost

Cost of Services shall be charged each month at a fixed amount of PEN 81374.73.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

 

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Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol-Myers Squibb Peru S.A.

Provider: Mead Johnson Nutrition (Peru) S.R.L.

Point of Contact, Recipient: Jose Colina

Point of Contact, Provider: George Bernard

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 32

SERVICES PROVIDED BY BMS – PERU

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Quality Control

Physical inspection, product release activities of vitamins and infant formulas sold in Peru.

Returns processing (including product destruction)

Provider shall enforce the returned goods and recall policies of Recipient and work with existing third-party providers of returned related services.

Ministry of Health Audit Attendance

Act as Technical Director for Recipient’s products in front of Ministry of Health. The Technical Director will represent Recipient’s products to the Ministry of Health in all the matters related to sanitary registration or changes to such registrations.

Cost

Cost of Services shall be charged each month at a fixed amount of PEN 7080.25.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Peru) S.R.L.

Provider: Bristol-Myers Squibb Peru S.A.

Point of Contact, Recipient: George Bernard

Point of Contact, Provider: José Colina

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 33

PHASE 1 SERVICES PROVIDED BY BMS – ARGENTINA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to twenty-one (21) employees and one (1) independent contractor in Buenos Aires, Argentina.

Administrative Support

Provider shall perform general and administrative services to support the above Services.

Cost:

No fee shall be charged by Provider for performing the Services; provided, however, that Provider shall retain local gross margin of the business.

Term: Until the Health Authorities of Argentina grant Recipient authorization to be the owner of the Products and the resulting transfer of Products from Provider to Recipient becomes effective.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No Early Termination Fees shall be charged upon the early termination of any Service(s) in this Schedule.

Recipient: Mead Johnson Nutrition S.R.L.

 

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Provider: Bristol-Myers Squibb Argentina S.R.L.

Point of Contact, Recipient: Maria Angélica Bilek

Point of Contact, Provider: José Colina

 

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SCHEDULE 34

PHASE 1 SERVICES PROVIDED BY MJN – ARGENTINA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the Services described below.

Services

Marketing and Promotion

Provider shall perform product management, business and strategic planning, development and implementation of a marketing plan and definition of sales force and access strategy. Provider shall manage on Recipient’s behalf and account the current distribution agreement or other distribution agreements that may be appointed in a future.

Provider shall process all information and expertise related to the marketing of Products, the clients and customers needs in order to create, communicate and deliver sufficient and efficient answers and programs to clients and consumers needs with respect to the Products.

Provider shall manage clients and customer relationships in ways that benefit the Recipient and its Products. Provider shall perform market research with respect to the Products in order to anticipate and satisfy clients and customers needs.

Provider shall promote the products among clients providing constant and updated information regarding the Products and the benefits of same. In order to comply with this Service, Provider shall deliver and provide clients with samples, leaflets, brouchures and other promotion material Provider deems convenient. In order to comply with this Service, Provider shall also grant scholarships to doctors for medical education and training.

Advertising

Provider shall provide Recipient all advertising Services related to the Products. In this respect, Provider shall develop, by itself or through third parties, all ad campaigns of the Products and carry out all necessary and convenient activities in order to advertise the Products. Recipient shall give written authorization to all advertising campaigns before they are communicated to the public or to clients.

Authorities

Provider shall submit to Recipient all and any requests from pertinent authorities regarding the Services rendered. In case any filings or presentation have to be made with the authorities or any documents executed in relation to the Services, Recipients shall sign those presentation and/or filings. Recipient shall remain responsible before any pertinent authority or third party with respect to any claim or liability arising from the Services.

 

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Cost

Cost of Services shall be charged each month at a fixed amount of ARS 409,084.

Term: Until the Health Authorities of Argentina grant Provider authorization to be the owner of the Products and the resulting transfer of Products from Recipient to Provider becomes effective.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol-Myers Squibb Argentina S.R.L.

Provider: Mead Johnson Nutrition S.R.L.

Point of Contact, Recipient: José Colina

Point of Contact, Provider: Maria Angélica Bilek

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 35

PHASE 2 SERVICES PROVIDED BY BMS – ARGENTINA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Global Customs and Trade Function

Provide information related to tariff classification for products imported and exported.

Importation and Customs Clearance

Upon notification of an incoming shipment of Products by Recipient, Provider shall inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into Argentina, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied by Provider, in order to enable release of the Products by customs. Signature of documents shall be performed by the Technical Director in function for each product.

Broker Resolution of Product Release Delays

Provider shall, upon notice and instruction from Recipient, instruct its broker to handle and resolve any issues delaying release of the Products.

After-Sales Service

Provider shall make available its existing call centers and toll-free telephone numbers to serve as the primary point of contact for adverse event reports and customer complaints. Recipient shall be solely responsible for the management and resolution of any adverse event reports and customer complaints, which shall be performed in accordance with all applicable Laws and good industry practice. Recipient shall be responsible for the implementation of any required product recalls and associated communications.

Ministry of Health Audit Attendance

Act as Technical Director for vitamins products in front of Ministry of Health.

Quality Control

Physical inspection, analytical testing for raw materials and finished goods, stability testing and product release activities for vitamins in Argentina.

 

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Distribution, Dock & Logistics

The Provider under its agreement with the third-party logistics provider shall be responsible for the managing commercial aspects, order picking, credit limits, discounts grids and generation of letters of credit / debit.

The Provider shall also be responsible for inspections and monitoring related to the management of the third-party logistics provider such as billing, customers management, allowance of limits and conditions, release of orders for billing and Credit/Commercial Control, analysis of DOI’S / DOS, bad debt.

Additionally, the Provider shall be responsible for the burden of special orders and turnover in BPCS and the distribution of samples and promotional material.

Transportation

Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph.

Warehousing

Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

Returns Processing (including product destruction)

The Provider, under its agreement with the third-party logistics provider shall be responsible for collecting the returned units, subject to authorization by the sales representatives of both the Distributor and MJN Sales Administration.

Every return that enters must be properly documented by the TPLP and sent to the supplier. The Provider shall wait for the result of the analysis of QA / QC to determine the final destination of the goods returned and process the return in the sales system. Depending on the outcome of the analysis TPLP should issue the corresponding credit note.

 

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The destruction of products will be done in accordance with the destruction of products rules manual.

Credit and Collection

The Provider shall have control of DOI and commercial conditions update.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to twenty-one (21) employees and one (1) independent contractor in Buenos Aires, Argentina.

Tender Support and Administration

Provider shall support tender applications, administration and compliance in jurisdictions in which Recipient requires support from the Seller for such processes due to “legal entity requirement” restrictions under applicable Law. Such Services shall include the preparation of legal entity documentation such as financial statements, bid bonds and local supplier licenses and, where applicable, bid preparation and bid process management.

 

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Supply Chain and Production Planning

 

1.	Forecast analysis and upload into BPCS system.

 

2.	Data Management: validation and maintenance of the BPCS planning parameters.

 

3.	Production Planning based on the market replenishment requirements: run the Manufacturing Production Schedule (MPS) and Material Requirement Planning (MRP).

 

4.	Production Scheduling and its negotiation with the Third Party Manufacturer (TPM):

- Production Orders release and tracking of raw materials.

- Creation of Manufacturing Documentation and secure timely delivery of raw materials to TPM (60 days prior to requested date).

- Purchase Order release of TPM services aligned with Production Order

 

5.	Finished Goods and Raw Material management and ordering process:

- Support to Purchase Orders release process and expediting of Raw Materials.

- Inventory Control for component materials at TPM

- Monitoring of obsolescence

- Tracking and coordination of the retesting activity of materials with QA/QC.

Other Services

Provider shall provide the following Services to Recipient: attend pending legal disputes, Business controls, internal controls, SOX management and payment of financial operations tax.

Cost

Cost of Services shall comprise a charge each month (a) at a fixed amount of ARS 119,972, (b) 20% of Provider’s cost from warehousing and Globalfarm (or subsequent third-party logistics provider) and (c) as per the value invoiced by Transfarmaco (or subsequent logistics operator).

Term:

From the date that Health Authorities of Argentina grant Provider authorization to be the owner of the Products and the subsequent transfer of products from Recipient to Provider becomes effective (the “Product Transfer Date”) until the date that is twenty-four (24) months after the Separation Date, provided that such date is not earlier than the Product Transfer Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Upon the early termination of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the cost of such Services shall be charged to Recipient for three (3) months.

Recipient: Mead Johnson Nutrition S.R.L.

Provider: Bristol-Myers Squibb Argentina S.R.L.

 

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Point of Contact, Recipient: Maria Angélica Bilek

Point of Contact, Provider: José Colina

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 36

SERVICES PROVIDED BY BMS – CHINA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 40 employees on 4F, Fu Xing Plaza, 109 Yan Dang Road, Shanghai, P.R. China. Total space allocation to Recipient is 446.54 out of 4157.21 square meters which is approximately 10.74% of the total office space.

Cost

 

•

Office rental cost per month is CNY 74,298 inclusive of the following rooms:

 

•

1 director room

 

•

5 manager rooms

 

•

22 cubicles of 2.5 square meter per cubicle

 

•

2 sales rooms of 140 square meter per room

 

•

The following office expenses are allocated to Recipient based on a percentage of the total usage of the items on a monthly basis. The percentage is based on the total space occupied by Recipient, which is approximately 10.74%.

 

•

Photocopy paper

 

•

Office consumables

 

•

Office stationary

 

•

Plant and office decorative

 

•

Carpet cleaning

 

•

Furniture cleaning

 

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•

Drink and purified water

 

•

Office cleaning detergent

 

•

Disposable cup

 

•

Cleaner salary

 

•

Office maintenance

 

•

Voice and data system maintenance

 

•

Photocopy machine maintenance

 

•

Building maintenance

 

•

Office security system maintenance

 

•

The following office expenses are allocated to Recipient based on actual usage by Recipient on a monthly basis.

 

•

Office security tag

 

•

Car parking in the office building

 

•

Courier services

 

•

Phone usage

Term:

From the date of the completion of the exercise of the Put Right or the Call Right, as those terms are defined in the China Services Agreement, dated on or about the date of this Agreement between BMS and MJN, until May 31, 2010.

Early Termination of Services:

Termination at any time upon (30) days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutritionals (China) Ltd

Provider: Bristol-Myers Squibb (China) Holding Ltd

Point of Contact, Recipient: Wendy Tsang

Point of Contact, Provider: Corinna Wan

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 37

SERVICES PROVIDED BY BMS – HONG KONG

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Local Non-Inventory Purchasing

Provider shall provide local non inventory purchasing system processing, including the conversion of purchase requisitions into orders based on Recipient approval in the system and the entry of information to record requested changes, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business procurement, and in accordance with all applicable Laws.

Provider shall provide system processing, including (1) the conversion of purchase requisitions into orders based on Recipient approval in the system and (2) the entry of information to record requested changes.

Supplier Support Service

Provider shall provide the supplier support Service, including annual preferred suppliers evaluation and negotiation, supplier relationship management, the resolution, and communication of suppliers issues, approval of new suppliers, and to monitor that all parties are complying with the terms of the purchase contract.

Sourcing & Bidding

Provider shall provide the indirect sourcing and bidding Service, including the establishment of purchase SOP, exceeding bidding threshold according to local SOP. Provider shall seek eligible suppliers, communicate requirements to suppliers, solicit supplier proposals, negotiate price, terms, conditions and performance metrics with suppliers.

Cost

Cost of Services shall be charged each month at a fixed amount of HKD 20,196.

Term:

Until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

 

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Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Hong Kong) Limited

Provider: Bristol- Myers Squibb Pharma (HK) Limited

Point of Contact, Recipient: James Guo

Point of Contact, Provider: Doreen Chu

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 38

SERVICES PROVIDED BY MJN – HONG KONG

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Local Accounting Order-to-Cash (OTC) Services

Local provider shall provide accounting OTC function Services of billing invoices, processing of customer deductions, order processing (manage order input in system), monthly gross to net sales adjustment, and miscellaneous Services - perform inventory receiving function in the BPCS system, inventory reconciliation between BMS system and distributors’ reports, request for inventory request approval, provide support for inventory revaluation and provide support for inventory sub system requirement as described further below.

 

Service		Description
Billing of invoices reflective of all promotion and other allowances offered and collection of said billing		Billing Invoices   Provider shall be responsible for the billing of invoices reflective of all promotion and other allowances offered, based on Provider’s authorized pricing as in effect as of the Separation.
Processing of all customer deductions for returns, price and promotion allowances, coupons and other such chargebacks		Processing of Customer Deductions   All customer deductions for returns, price and promotion allowances, coupons and other such chargebacks, during the Term shall be processed by Provider, with the liability for such claims allocated as set forth in the International Asset Purchase Agreement between Bristol-Myers Squibb (Hong Kong) Limited and Bristol-Myers Squibb Pharma (HK) Limited, dated January 31, 2009. A joint communication shall be distributed to customers from Recipient and Provider to clearly delineate the dates when: (a) the liability for claims transfers to Recipient and (b) Provider’s responsibility for collecting and processing ends (at the end of the Term). In order to preserve auditing trails, customer deductions occurring after the Term should be handled directly with each customer and not between Recipient and Provider.
Manage all order input, processing, filling, invoicing and shipment functions.		Order Processing (Order-to-Cash)   Provider shall manage all order input, processing, filling, invoicing and shipment functions. All orders shall be processed as per existing metrics. Subject to product availability, Provider shall ensure that the period between its receipt of an order from a customer and the customer’s receipt of the ordered products, or “customer service cycle time”, shall be consistent with historical trends. Provider and Recipient

 

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Service		Description
		shall work together to develop a transition plan to seamlessly transition order management and order fulfillment so that no later than the date of the termination of the Services described in this paragraph all orders are being managed and fulfilled by Recipient; provided that Provider shall not be responsible for providing such Services after the expiration of the Term if such transition plan does not result in Recipient managing and fulfilling all orders of the Business.
Monthly sales accruals and cash discount calculations		•        Perform monthly sales accruals and cash discount calculations
Miscellaneous		•        Perform inventory receiving function in the BPCS system   •        Inventory reconciliation between Recipient’s system and distributors’ reports   •        Request for inventory variance approval   •        Provide support for inventory sub system requirement   •        Provide support for inventory revaluation

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to thirty-five (35) employees in New York Life Tower, Causeway, Hong Kong

Cost

Cost of Services shall be charged each month at a fixed amount of $238,073.

Term:

Office Occupancy and Facilities Services: Until the date that is twelve (12) months after the Separation Date. However, notwithstanding the previous sentence, Office Occupancy and Facilities Services will terminate on December 31, 2009.

Local Accounting Order-to-Cash (OTC) Services: Until the date that is twenty four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

 

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Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol- Myers Squibb Pharma (HK) Limited

Provider: Mead Johnson Nutrition (Hong Kong) Limited

Point of Contact, Recipient: Suwanty Ng for OTC

Point of Contact, Provider: Ada Cheung for Office Occupancy; James Guo for OTC

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 39

SERVICES PROVIDED BY MJN – MALAYSIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Distribution Agreement with DKSH Malaysia Sdn Bhd

Addendum 6A signed on or about 29 August 2005 to the Regional Distribution Agreement dated 18 June 2004 entered into between Provider and DKSH Malaysia Sdn Bhd shall not be assigned by Provider. Provider shall continue as the party to Addendum 6A for 2009.

Partnership Agreement with Sanofi-Aventis Malaysia Sdn Bhd

Partnership Agreement dated 1 October 1999 entered into between Provider and Sanofi-Aventis Malaysia Sdn Bhd shall not be assigned by Provider. Provider shall continue as the party to the Partnership Agreement and will act in such capacity pursuant to the instructions and direction of the Recipient (including, but not limited to, any termination or transfer of the Partnership Agreement).

Agreement on Inter-Company Reimbursement of R&D Expenses

The Agreement on Inter-Company Reimbursement of R&D Expenses dated April 1, 2007 between Provider and recipient shall not be assigned by Provider. Provider shall continue as party to the agreement.

The Provider shall continue to carry out on behalf of the Recipient such pharmaceutical research and development Services as may be agreed upon by the parties from time to time.

Product Registration and Import Licenses

Provider shall continue to hold and maintain the list of Pharmaceutical product registration licenses and import licences registered by Provider to date and undertake responsibilities incidental to a product registration or import license holder under the laws of Malaysia after the name change of the existing legal entity in Malaysia takes effect (“Name Change Date”). Such responsibilities shall include the continued employment of a qualified pharmacist by Provider. The pharmacist shall support the compliance with the responsibilities required of a product registration and import license holder under the laws of Malaysia, including the obligations for product complaints and recalls of products. Provider is not required to apply for any product registration license. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and validity of the product registration and import licenses. The Recipient may require the Provider to transfer to a nominee or to terminate any product registration or import licenses and Provider agrees to take such action as may be required to effect such transfer or termination to the extent the action is in compliance with applicable laws.

 

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Clinical Trial License

Provider will also hold the Clinical Trial Import License for all on-going clinical trials. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and validity of the Clinical Trial Import License.

Employees Retained by Provider

Provider shall continue to employ twenty five (25) of Recipient’s employees, including the one (1) pharmacist mentioned above. These employees shall come under the payroll of the Provider.

Provider shall make payment of sales incentives to the Baraclude sales team based on the computation provided by Recipient.

Finance Services

Consistent with the scope of Provider’s finance Services as of the Separation Date, the Provider shall continue to provide tax, company secretary, legal entity administration, bank account maintenance, financial reporting, and internal control services.

Third-Party Financial Services

Consistent with the cost-sharing arrangement between the Provider and the Recipient prior to the closing date, the Provider shall continue to allocate costs to the Recipient from the third-party providers that provide tax and audit services to the legal entity.

Vendor Contracts

Provider shall extend or cancel any existing vendor contracts for Services required by Recipient. Recipient will reimburse the Provider for any such vendor payments associated with contract termination.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy an office or desk space/workstation (a “License Area”) located in areas of buildings leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, health and safety Services, physical security, fax/copy machine access, reception Services, cleaning Services, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 25 employees in Level 17, Menara Lien Hoe, Malaysia.

 

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Services provided by the Recipient employees retained by the Provider

Any and all Services required to conduct the Recipient’s pharmaceutical business, including but not limited to;

Demand Forecasting

 

•

Carry on the demand forecasting, uploading of the forecast in Manugistics and placement of orders with its various source points.

Warehousing

 

•

Store and maintain product inventory at the Recipient’s distributor warehouse in a manner consistent with the Regional Distribution Agreement dated 18 June 2004 entered into between Provider and DKSH Malaysia Sdn Bhd. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs including the cost of the unsold inventory.

Billing Invoices

 

•

Billing of invoices reflective of all discounts offered, based on Recipient’s authorized pricing as in effect as of the Closing. Provider also shall continue the collection of said billing during the Term.

Maintain pricing, item master, and customer master files

Processing of Customer Deductions

 

•

Process all customer deductions for returns, institutional discounts as set forth in the distribution Agreement.

Management of credit risks

 

•

Perform all credit Services consistent with recipient policies and procedures existing as of the Separation. All credit risk for bad debt and/or non-payment of accounts receivable shall be the responsibility of Recipient.

Audit of cycle counting process

 

•

Perform audits/observation of inventory cycle counts at distributor warehouse.

Monthly sales accruals and discount calculations

 

•

Record any required accruals each month, and perform discount calculations.

Returns processing (including product destruction)

 

•

Enforce the returned goods and recall policies of Recipient and work with existing third-party providers of returned related services.

 

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Sanofi JV

 

•

Perform the accounting and reporting related tasks to account for the share of joint venture profits attributable to the Recipient. Provider shall also reimburse the joint venture partner for a share of the salesforce expenses. Any repatriation of funds from the joint venture shall be remitted back to the Recipient net of expenses.

Accounts Receivable and Accounts Payable

All the accounts receivable, accounts payable, and the remainder of the balance sheet will be completely liquidated by December 2009. Accounts receivable, accounts payable, or other items on the balance sheet that have not been collected or paid by 31st Dec 2009, the Provider and Recipient shall agree on the appropriate extended period of time to collect or pay all balances.

Human Resources Administration (employment related issues)

Provider will ensure that the onboarding process for new employees is in place, including record set-up, initiating the onboarding process and confirming payroll and benefits enrollment, and providing initial orientation and training. Provider will provide authorization and tracking mechanisms for absence management, absence (including sick absence) authorization and recording, time and attendance tracking, annual leave / annual vacation, maternity and paternity leave, and other paid and unpaid leaves of absence authorization and tracking. Provider will implement employee termination / transfers, employee relocations and international assignments / transfers. Provider will update the IDR (International Data Roster) System on behalf of the Recipient through September 2009.

Internal HR Communications Support

Provider will provide assistance with the translation, printing and distribution of internal HR employee communications, including access to translation service providers, on behalf of Recipient.

HRIS System

Provider will maintain access to and technical support for local HRIS systems and IDR on behalf of the Recipient.

Medical Service Administration

Provider will provide Occupational Health Services, including nurses where applicable, on behalf of the Recipient.

HRIS Data Maintenance

Provider will maintain Recipient employee data in local HRIS System via manual key and/or maintain access to employee/manager self service.

Provider will discontinue use of Recipient’s IT solutions according to Recipient’s HRSD implementation plan.

 

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Employee Relations

Provider will manage and handle, subject to the Recipient’s direction, the employee/industrial relations process, works council process, discipline/employee grievance process and redundancy/severance processes on behalf of the recipient.

Cost

Finance/ Office Services/Third-Party Financial Services/ HR services

The cost of Finance ($806.00/mo.), Office Services ($826.00/mo.), Third-Party Financial Services ($300.00/mo.) and HR services ($654.00/mo.) shall accrue each month at a fixed amount of $2,586 between Separation Date and December 31, 2009 (dates inclusive).

Between January 1, 2010 and until the termination of all Product Registration License Services, the cost of Finance, Office Services and HR services shall be charged each month at a fixed amount of $71.

Term

Product Registration and Import License – Up to 18 months from Separation Date.

Clinical Trial License – Up to 2 years from Separation Date.

Employees retained under Provider – Up to and including 31 December 2009.

Pharmacist retained under Provider – Until the termination of all Product Registration License Services (including any extension thereof).

Office Occupancy and Facilitates Services – Up to and including 15 September 2009.

Finance & HR Service – Until the termination of all Product Registration License Services (including any extension thereof).

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol Myers Squibb (Singapore) Pte. Ltd.

Provider: Mead Johnson Nutrition (Malaysia) Sdn. Bhd.

Point of Contact, Recipient: Beth Marasigan

Point of Contact, Provider: Andy Rusie

Payment Terms: The settlement for the costs of these Services in the calendar year 2009 will be part of the purchase price adjustment to the Share Purchase Agreement between BMS Pharmaceuticals International Holdings Netherlands B.V. and Mead Johnson Nutrition Holdings (Singapore) Pte. Ltd for the latter’s purchase of shares of Mead Johnson Nutrition (Malaysia) Ltd. All payments for Services rendered after the calendar year 2009 due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 40

SERVICES PROVIDED BY MJN – PHILIPPINES

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services that will be Provided by Provider

Agreement with Third Party Manufacturers (TPM)

The agreement signed on 29 May 2007 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories for the scope of services benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009.

The agreement signed on 23 September 1992 entered into by Bristol-Myers Squibb (Phils.) Inc. and Hizon Laboratories exclusively benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009.

The agreement signed on 9 November 1999 entered into by Bristol-Myers Squibb (Phils.) Inc. and InterPhil benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009.

The binding MOU dated 28 April 2004 and made between Bristol-Myers Squibb (Phils.) Inc. and Cardinal Health Australia 401 Pty Ltd benefiting the Recipient’s business shall be continued by the Provider until 31 December 2009.

While Provider will continue the above mentioned TPM contracts, the Recipient shall be responsible for managing the operational requirements.

The Recipient shall use best efforts to ensure that after 30 September 2009 no transactions are entered under any of the above agreements.

The Recipient may require the Provider to terminate or assign the aforementioned contracts. Provider shall agree to take such action as may be required to effect the termination or transfer in compliance with applicable Laws. The Provider, however, shall not be held responsible for any legal action that could potentially arise upon termination of the above mentioned TPM contracts.

Product Registration Licenses for TPM

Provider shall continue to hold and maintain the pharmaceutical product registration licenses of the Recipient for products that are sourced from third party manufacturers until 31 December 2009.

Provider is not required to make applications of product registrations for the reason that all product registrations for products sourced from third parties are still valid in 2009. Recipient will provide all information, documentation and reasonable cooperation to Provider necessary for the maintenance and validity of the relevant product registration licenses. Recipient will make the actual filing, processing of documentation and resolve any issues that may arise with the registrations.

 

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The Recipient may require the Provider to terminate or assign any product registration license and Provider agrees to take such action as may be required to effect the termination or transfer in compliance with applicable Laws.

A third party service provider, commissioned by the Recipient, will be responsible for the necessary product registration documentation for some products (Tempra Tabs and Tempra Forte Tabs) which the Recipient recently filed for source changes. This is expected to take place by third quarter to fourth quarter of 2009. Provider’s role will be limited to the endorsement of such product registration licenses.

In the event of any Pharmacovigilance issue or action that would potentially carry a liability, legal or otherwise, Provider shall not be held responsible and the corresponding cost shall be charged by MJN to BMS.

EHS Services

The Provider shall continue to provide Oncology (Product) returns and waste handling; storage and disposal; and regular Pharma waste disposal until 31 December 2009.

Supply Chain Services to support Interphil

The Provider shall continue to provide the following Supply Chain Services on behalf of the Recipient: Ordering of Raw Materials and Packaging Materials for Interphil Laboratories.

Quality Assurance Services

The Provider shall maintain the following Quality Assurance Services for the Recipient:

 

a.

TPMs - Hizon and Interphil

 

•

Audit Quality Systems, including monitoring and verification of corrective and preventive actions until closed

 

•

Review and approve changes - procedures, specifications, equipment, manufacturing/packaging systems, and support processes

 

•

Provide stability protocol

 

•

Monitor and evaluate stability data

 

•

Retain, maintain, and destroy records with TPMs and Lane movers

 

•

Request reference standards

 

•

Provide evaluation and disposition in the event of any deviation in operations

 

•

Handle customer complaints - approve of investigation, and corrective and preventive action monitoring, verification and closure (communication directly to the complainants will be handled by Pharmalink)

 

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•

In the event of any product recall, coordinate, monitor and report involved quantities (actual recall will be done by Pharmalink)

 

•

Return inspection and evaluation if intended to put back to shelves

 

•

Annual Product Review evaluation and coordination of payment

 

•

Coordinate regulatory updates

 

•

Monitor, coordinate, and approve process and packaging validation and qualification

 

•

Packaging development and directions

 

•

Coordination and QA contact for any quality issues

 

b.

Hizon

 

•

Vitamin E capsules:

 

•

Coordination with ZPC for transfer of stability samples and monitoring of testing frequency for Hizon’s testing

 

•

Release of packaging materials

 

•

Release of bulk and finished goods

 

•

Ceetrus products:

 

•

Release of finished goods

 

c.

Interphil

 

•

Tempra tablets

 

•

Release of raw and packaging materials

 

•

Release of finished goods

 

•

Penbid, Pentabs and Vitamin E cream

 

•

Monitoring and evaluation of stability data

 

d.

Distributors

 

•

Quality Systems audit including monitoring and verification of corrective and preventive actions until closed

 

•

Coordination and QA contact for any quality issues

 

e.

Project team lead for the transfer of Tempra tablets from Interphil to BMS Indonesia

 

•

Coordination with BMS Indonesia team and local BMS team

 

•

Packaging development and directions

 

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•

Manufacturing/Packaging specifications and instructions including approval of punches and dies

 

•

Transport test protocol review and approval

 

•

Regulatory updates

General Accounting

Provider shall provide general accounting Services, fixed and intangible asset accounting, accounts payable and disbursements, tax, master data maintenance and miscellaneous accounting Services excluding APFSS/Accenture Service covered in Schedule 1.

Provider shall provide collection Services, account receivable Services for account receivables and payment services for accounts payable in accordance with the terms and conditions of sale and purchase respectively. Net balance will be remitted back to BMS on a monthly basis. All the accounts receivables, accounts payable, and the remainder of the balance sheet will be completely liquidated by 31 December 2009. Accounts receivable, accounts payable, or other items on the balance sheet that have not been collected or paid by 31 December 2009, the Provider and Recipient shall agree on the appropriate extended period of time to collect or pay all balances.

Office Occupancy and Facilities Services

Provider shall provide Services on office building, cafeteria, furniture and fixtures; fire insurance on office building, machineries and equipment, inventories and others; real property tax on the entire property; non professional fees such as contracted services for messengers, janitorial, equipment calibration, pest control, HVAC and locator maintenance service fees and other government permits and inspection fees; repairs and maintenance of non-plant building and grounds; repairs and maintenance cost of machineries and equipment such as air-conditioning system, compressed air system, water and boiler system, emergency power and electrical system; telephone charges on company trunk lines; water, gas and fuel; electricity charges.

Such Services shall be provided in a manner consistent with the scope of Provider’s office occupancy and facilities services as of the Separation Date.

Records Management

Provider shall continue to provide records management.

Outsourced Personnel to support activities related to Third Party Manufacturers

Two (2) of Provider’s employees on the WWMG transition team, upon severance will be transferred to an outsourced contract services provider, Corporate Executive Search, from 01 June 2009 until 31 December 2009. These two (2) individuals shall carry on with any or all Services required to conduct the Recipient’s business related to third party manufacturers.

Scope of Services that will be provided by the two contractors:

Finance scope of Services will include: order entry; billing invoices; accounting; intercompany transactions; payables; financial reporting; all internal control services related to Recipient’s business.

 

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Supply Chain scope of Services will include:

 

a.

Inventory Planning and Control

 

S&OP Forecast

Translate S&OP forecast requirements into production and inventory plans

 

b.

MRP- Materials Resources Planning

 

Generates MPS (Master Production Schedule) through BPCS

Firms up planned orders inside 120 days horizon in BPCS (MRP)

Analyzes current supply situation of raw and packaging materials TPM

Coordinates with Purchasing on Purchase Order issuances

Follows up Purchasing on stocks delivery dates

Coordinates deliveries in warehouses sites and suppliers

Coordinates and follow up TPM releases

 

c.

Receipt of Raw and Packaging Materials

 

Receives, monitors and files receiving report sent by Hizon and Interphil for RM/PM

Coordinate with PSG actual encoding of RR in BPCS

Monitor and follow-up QA regarding on-time releases of RM/PM

Schedule delivery date of RM/PM with supplier and TPM

 

d.

Actual Production at TPM (Redressing and Manufacturing)

 

Monthly agreement on FG requirements and due dates (Hizon, Interphil)

Generates SO for products to be manufactured for the cycle month

Initiates actual finished goods transfers from TPM to ZPC

Ensure completeness of documents (COA, DR, RR, TPM report, SO, BC, etc...)

Ensure ontime BPCS actual rm/pm usage versus SO

Ensure QA releases of stocks delivered to Zuellig

Closes shop orders

File documents to folder

 

e.

Payment to TPM

 

TPM forwards invoice to Planning

Validates and confirms from TPM monitoring sheet/BPCS PO

Approves payment/VISTA (non PO charges) testing

 

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Insurance Coverage of Inventory at Third Party Warehouses

The Provider shall maintain the Insurance Coverage for the Recipient’s Inventory sitting at Third Party Warehouses until 31 December 2009.

Order-to-Cash (OTC) Services by APFSS-mapped Staff

OTC Services provided by one (1) headcount mapped to APFSS. The said employee will remain in OTC representing the Recipient in the region; The scope of services will include: Processing of the relationship with Recipient’s independent distributor (Zuellig Pharma); Processing of Debit and Credit notes; Reviewing and validation of rebates and obtain approval; Cash application (check on segregation) in BPCS and SAP; Monitor accounts in SAP sourcing points; Work with Satellite markets- Taiwan and Malaysia for DKSH understanding; Work with A. Young (Australia) to re- process standardizations and improvements; Develop understanding to support other markets and vice versa.

Other Provisions

Product Returns and Recalls

Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services.

Vendor Contracts of the Recipient

The Recipient’s transition team shall cancel any existing vendor contracts for services required by the Recipient.

Cost:

The parties acknowledge and agree that there will be no charges pursuant to this Agreement for Costs of Services.

Term:

Third Party Manufacturing Agreements – until 31 December 2009

Product Registration Licenses – until 31 December 2009

EHS Services – until 31 December 2009

Supply Chain Services to Support Interphil – until 31 December 2009

Quality Assurance Services – until 31 December 2009

General Accounting Services – until 31 December 2009

Office Occupancy and Facilities Services – until 31 May 2009

Records Management – until 31 December 2009

Cost of Outsourced Personnel to Support TPM from 01 June 2009 – until 31 December 2009

Insurance Coverage of Inventory at Third Party Warehouse – until 31 December 2009

Order-to-Cash Services by Provider employee mapped to FSS – until 31 December 2009

Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the

 

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Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Worldwide Medicines Group Philippines

Provider: Mead Johnson Nutrition (Philippines), Inc.

Point of Contact, Recipient: Kuru Somasundram- Finance Director, Worldwide Medicines Group

Point of Contact, Provider: Edouard Mac Nab- Finance Director, Mead Johnson Nutrition (Philippines), Inc.

 

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SCHEDULE 41

SERVICES PROVIDED BY MJN – THAILAND

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Financial Services

Provider shall provide the financial Services described below, subject to the terms and conditions of this Agreement (including Section 2 hereof). Such Services shall be provided in a manner consistent with the scope of Provider’s operating procedures and configuration of software systems as of the Closing Date (except as otherwise set forth in Schedule 2). The individuals performing these responsibilities will be directed and managed by the Recipient.

 

Service		Description
Local General Accounting		•        Process of journal entries   •        Provide supporting documents to FSS to prepare account reconciliation   •        Coordination of abandoned property filings   •        Processing inbound and outbound information transfers   •        Cost center reporting detail   •        Utilization of data archiving and retention tools   •        Processing of appropriate system access requests and production of security and audit reports   •        Standard analyses, upon request, of balance sheet or profit and loss statements   •        Support monthly close process   •        Support royalty accounting   •        GOA and DOA maintenance and support   •        Accrual management and accounting   •        Goods in Transit support   •        Statutory reporting   •        External reporting related to government, SEC, audit and compliance requirements   •        Coordination of inter-company transactions
Fixed and Intangible Asset Accounting		•        Review construction in progress to ascertain if expenses are properly classified   •        Monthly reporting   •        Capitalizing closed projects   •        Maintain capital expenditure support   •        Establish Fixed and Intangible assets procedure   •        Perform assets count   •        Review and support capital appropriation request (“CAR”), lease accounting

 

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Service		Description
Accounts Payable & Disbursements		•        Processing manual check requests
Financial Reports		Cost Center Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide reports that summarize departmental expenses by account, on both a month-to-date and year-to-date basis.   Balance Sheet Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide reports for assets and liabilities, indicating change in month-to-month activity as well as current account balance by profit center and opening balances. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide trend reports, which shall be run on a legal entity basis, or on a management basis where certain accounts or portions thereof are allocated between profit centers.   Profit and Loss Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide profit and loss reports, which shall be run on a legal entity and a management basis. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide a profit and loss trial balance, both with detailed and summary reports, which shall be processed for all profit centers or individually by profit center.   Project Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide reports that track year-to-date and life-to-date project spending. Such reports shall be sorted by either project spending and account, or account and project within each account.   Fixed Asset Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide fixed asset reports that shall include capital spending by department, general asset listings, assets within a CAR report, listing of asset retirements, fixed asset tag listing and an asset history sheet (such history sheet shall reflect all activity to the asset: i.e., retirements, disposals/transfer in/out of depreciation). In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that isolates CARs that have had no spending activity in the prior six (6) months and a capital recapitulation report, which classifies a CAR’s

 

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Service		Description
		total spending to date, amount capitalized and amount expensed as well as the amount not yet expensed or capitalized. Lastly, upon reasonable request (but only to the extent such report is provided to the Business prior to the Closing Date in the ordinary course), Provider shall provide a report that summarizes assets by location.   Other Reports   Upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide tie-out reports that compare ledger balances against management system interfaces and an account balance report that indicates detailed transaction activity. In addition, upon reasonable request (but only to the extent such report is provided to the Business prior to the Separation Date in the ordinary course), Provider shall provide master data change reports, audit reports, a full profit and loss report by product and other reports that are needed to support Management and Statutory requirements.
Audit		Support for Internal and External Accounting inquiries.

Customs Clearance, Importation and Supply Chain (including transportation to warehouse)

Upon notification of an incoming shipment of Products by Recipient, Provider shall inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into Suvarnabhumi Airport and Bangkok (Klongtoey) and Laem cha bang Ports, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied by Provider, in order to enable release of the Products by customs.

Provider shall coordinate with transportation service providers on all logistics freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs relating to the Services contemplated by this Schedule, Recipient shall take care of the actual costs of freight, out-of-pocket handling fees and inventory taxes directly from the transportation service providers.

Procurement of Non-Inventory

Provider shall provide non-inventory purchasing system processing, including the conversion of purchase requisitions into orders based on Recipient’s approval system and the entry of information to record requested changes, shall manage the bidding system and shall coordinate and facilitate the meeting with vendors in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business procurement, and in accordance with all applicable Laws.

 

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Office Occupancy and Facilities Services

Office Occupancy

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in 388 Exchange Tower, 17^th floor Unit no 1703 and 1704, Sukhumvit Road, Klongtoey Sub-district, Klongtoey District, Bangkok Metropolis, which Provider leases and obtains services from the landlord under the lease agreement and service agreement dated July 24, 2006. Recipient shall comply with terms and conditions of the lease agreement and shall be entitled to service provided by the landlord under the Service Agreement, such as electricity, water, car park, air-conditioning system, lighting, cleaning and security in the common areas etc. Recipient shall pay the Office occupancy costs set forth below. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to forty-one (41) employees in Bangkok Metropolis, Thailand

Facilities

Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as health and safety Services, physical security, reception Services, cleaning Services, mail Services, fleet administration, printing and postage, copy machine Services, and management of and access to off-site document management Services.

Cost

Cost of Services shall be charged each month at a fixed amount of THB 1,204,650.

 

Service		Monthly Cost (US$)
Financial services		8,067
Customs Clearance, Importation and Supply Chain (including transportation to warehouse)		1,340
Procurement of Non-Inventory		3,867
Office Occupancy		16,170
Facilities		5,994
Total		THB 1,204,650

Pursuant to Section 2(f) of the Agreement, no uplift shall be charged for the Office Occupancy Service.

Term

Until the date that is eighteen (18) months after the Separation Date, except that Office Occupancy will terminate on January 3, 2010.

 

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Early Termination of Services: Termination at any time upon 30 days’ prior written notice; provided that Recipient may not terminate early Office Occupancy. Subject to such proviso, notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. No early termination condition for office occupancy. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) month after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol-Myers Squibb Pharma (Thailand) Ltd.

Provider: Mead Johnson Nutrition (Thailand) Ltd.

Point of Contact, Recipient: Kimberley Andrews

Point of Contact, Provider: Monapha Kongmunwatana

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 42

SERVICES PROVIDED BY BMS – INDIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Importer of Record

Where Provider is the registration holder of record of Recipient product(s), Provider will act as the importer of record on customs clearance documentation.

Purchasing of Non-Inventory And Services; Purchase Order Input

Provider shall provide purchasing system processing, including the conversion of purchase requisitions into orders and the entry of information to record requested changes, shall manage the bidding system and shall coordinate and facilitate the meeting with vendors in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business procurement, and in accordance with all applicable Laws.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 17 employees in A Wing, Shivsagar Estate, Mumbai, India

Cost

Cost of Services shall be charged each month at a fixed amount of INR 1,092,567.

Term:

From the effective date of the Share Purchase Agreement between Mead Johnson Nutrition Nominees LLC, Mead Johnson Nutrition Holdings (Singapore) PTE. Ltd. and Mr. Manoj Kumar

 

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Singh, Mr. Vijay Kumar Singh and MJ Nutrition (India) Private Limited until the date that is twenty-four (24) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 30 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) one (1) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition India Private Limited

Provider: Bristol-Myers Squibb India Private Limited

Point of Contact, Recipient: Kishore Vora, Finance Manager MJN India

Point of Contact, Provider: Anish Jhavier, Finance Director, BMS India

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 43

SERVICES PROVIDED BY BMS – TAIWAN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Business Finance & Compliance

Provider shall provide the service of business finance and compliance upon notification by Recipient:

 

•

Provide business finance service, including management P&L, B/S, CF, OPEX, ANP and Capex analysis.

 

•

Budgeting, projection, strategic planning and control

 

•

Campaign, bidding and contract review process

 

•

Business analysis and planning

 

•

External audit supporting.

Importation and Customs Clearance

Upon notification of an incoming shipment of Products by Recipient Sub, Provider shall inform the local customs clearance agent of the incoming shipment and shall forward the related documentation to such agent. Upon entry of the Products into agreed harbor in Taiwan, Provider shall arrange for such agent to submit customs clearance documentation, using tariff codes supplied by Provider, in order to enable release of the Products by customs.

Purchase of Inventory

Provider shall purchase Inventory required to replace Products sold in connection with the performance of the Services (the “Services Inventory”) from Recipient, and Provider shall sell such Services Inventory to Recipient, at the applicable transfer price effective between Provider and the Recipient Sub immediately prior to the Closing.

Importer of Record for Nutritional Products

During the transition period (after the Separation Date but before Recipient’s product license becomes effective), Provider, as the product licenses owner, shall import the product and transfer to Recipient exclusively per Recipient’s request at a price equal to actual cost (excluding the cost of goods sold) plus 5%.

 

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Transportation

Provider shall manage all logistics for inbound, freight-to-customer and freight-to-warehouse transportation, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient shall bear all risk of loss or shrinkage of goods during transit and shall have the sole responsibility for insuring such goods. In addition to the costs set forth below relating to the Services contemplated by this Schedule, Provider shall invoice Recipient for the actual costs of freight, out-of-pocket handling fees and inventory taxes incurred by Provider in performing the Services described in this paragraph.

Warehousing

Provider shall store and maintain product inventory related to customer shipments to meet demand, subject to being provided with Products, in a manner consistent in all material respects with past practices, its usual policies, IT infrastructure and appropriate systems access, procedures and the usual and customary practices, codes and standards for Business distribution operations services, and in accordance with all applicable Laws; provided that Recipient or its Affiliates shall hold title to Business inventories and Recipient shall assume full responsibility for losses or shrinkage other than to the extent due to Provider’s or its Affiliates’ gross negligence or willful misconduct. Upon the date of termination of the Services described in this paragraph, should Recipient choose to dispose of rather than transfer any remaining inventory, Recipient shall be responsible for all associated disposal costs. Provider shall further ensure that all products in its warehouses are stored using Good Distribution Practices (GDP) in order that, among other things, inventory is free of insects, rodents or dust, and that cases are properly sealed to avoid damage.

Returns & Recalls

During the Term, Provider shall enforce the returned goods and recall policies of the Business and work with existing third-party providers of returns-related services. Provider and Recipient shall work together to develop a transition plan to seamlessly transition returns and recall management and claims processing so that no later than the final day of the Term all returns and recalls are being managed and processed by Recipient. Notwithstanding the foregoing, the parties acknowledge that after the final day of the Term, returns may continue to come through the Provider returned goods network for a period of time. Recipient and Provider agree that the management of such returned goods shall continue to be subject to the provisions of this Agreement and its Schedules.

Quality Assurance

Following receipt of the Products at Provider’s warehouse, Provider shall inspect, analyze and approve the Products and shall prepare the Products for packing with appropriate legends for government and private use and samples.

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area

 

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and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, office access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services, conference Services and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 58 employees in Taipei, Taichung and Kaohsiung, Taiwan.

Cost

Cost of Services shall be charged each month at a fixed amount of TWD 1,578,526. Any payment made by Provider on behalf of Recipient will be back-charged to Recipient on actual basis.

Term:

Until the date that is 18 months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon ninety (90) days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Taiwan) Ltd.

Provider: Bristol-Myers Squibb (Taiwan) Ltd.

Point of Contact, Recipient: Steve Yu

Point of Contact, Provider:

 

Function		Point of contact
Customs Clearance, Supply Chain / Distribution / Environmental, Health & Safety, Quality Assurance, Warehousing		Webber Chen
Administration, Facilities		Peggy Yu
Finance Planning		Lisa Shen

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 44

SERVICES PROVIDED BY BMS – AUSTRALIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, waste disposal, pest control, cafeteria/catering access and Services, health and safety Services, physical security, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, space planning, mail Services and conference Services. Other property fixed cost such as land taxes, council rates and depreciation charges is prorated and included in the occupancy costs.

No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 2 additional employees shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to 5 employees in Noble Park North, Victoria, Australia.

Internal Control & Compliance

Provider shall provide the local Internal Control consultation and support SOX testing requirement. In addition, Provider shall coordinate for the services required for external auditors such as year-end statutory audit and/or general consultation. Provider will also support for any legal entity consultation on an ad hoc basis to Recipient.

Payroll

Provider shall provide payroll Services for Recipient’s employees.

Cost

Cost of services shall be charged each month at a fixed amount of AUD 16,422.

Term:

Until the date that is eighteen (18) months after the Separate Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

 

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Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Australia) Pty Ltd.

Provider: Bristol-Myers Squibb (Australia) Pty Ltd.

Point of Contact, Recipient: Jularat Jira-Anankul (Dee)

Point of Contact, Provider: Shan Pillai

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 45

SERVICES PROVIDED BY BMS – ASIA REGIONAL OFFICES

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Regional Internal Controls Support

Provider shall render internal controls support for Recipient markets in the Asia region through the services of the Provider’s Regional Internal Controls Manager. Among others, Services will include assistance on markets’ controls risk self-assessment process, implementation and monitoring of SOX compliance processes, internal audit preparations and guidance, key representative to the technical accounting network, and others.

Cost

Cost of Services shall be charged each month at a fixed amount of $14,000.

Term:

Two (2) years from Separation Date.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition – Asia Regional Office

Provider: Bristol-Myers Squibb – Asia Regional Office

Point of Contact, Recipient: Kathy MacDonald

Point of Contact, Provider: Ronald Gimbel

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 46

SERVICES PROVIDED BY MJN – VIETNAM

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Regulatory Reporting

Provider shall provide assistance on 2008 statutory audits.

Record Management

Provider should provide storage services for records that are stored jointly and cannot be separated.

Cost

Cost of Services shall be charged each month at a fixed amount of $2,084.

Term:

Regulatory Reporting - until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with thirty (30) days’ prior written notice, up to a maximum of twelve (12) months.

Record Management - until the date that is 18 months after the Separation Date, with Recipient to have the right to extend the term with thirty (30) days’ prior written notice, up to a maximum of twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Notwithstanding the second sentence of Section 4(b) of the Agreement, individual Services within this Schedule may be terminated without all other Services being simultaneously terminated. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Bristol Myers Squibb (Singapore) Pte Ltd or its Representative Office in Vietnam

Provider: Mead Johnson Nutrition (Vietnam) Company Limited (previously known as BMS Vietnam Company Limited)

Point of Contact, Recipient: Kimberley Andrews

Point of Contact, Provider: Martin Brown

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 47

SERVICES PROVIDED BY BMS – SPAIN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to seventeen (17) employees in Madrid, Spain, two (2) of which are currently vacant positions

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

 

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Cost

Cost of Services shall be charged each month at a fixed amount of €19,438.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Spain) S.L.

Provider: Bristol-Myers Squibb S.A.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 48

SERVICES PROVIDED BY BMS – PORTUGAL

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to five (5) employees in Porto Salvo, Portugal, two (2) of which are currently vacant positions

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

 

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Cost

Cost of Services shall be charged each month at a fixed amount of €5,117.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Portugal) Lda.

Provider: Bristol-Myers Squibb Farmaceutica

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 49

SERVICES PROVIDED BY BMS – FRANCE

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to twenty-nine (29) employees in Rueil-Malmaison, France. Two (2) employees share a conference room.

 

•

Up to four (4) additional employees in Rueil-Malmaison, France, beginning by March 31, 2009 due to the creation of a call center to enhance customer service to pharmacists.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

 

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Cost

Cost of Services shall be charged each month at a fixed amount of €37,411.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (France) S.A.S.

Provider: Bristol-Myers Squibb SARL

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 50

SERVICES PROVIDED BY BMS – BELGIUM

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to two (2) employees in Braine-l’Alleud, Belgium.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of €5,475.

 

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Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Belgium) B.V.B.A.

Provider: SA Bristol-Myers Squibb Belgium N.V.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 51

SERVICES PROVIDED BY BMS – ITALY

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to six (6) employees in Rome, Italy.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Corporate Affairs

Provide the necessary support required to update Recipient’s websites and to communicate messages externally to doctors on an as needed basis.

 

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Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of €6,533.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Italia) S.R.L.

Provider: Bristol-Myers Squibb S.R.L

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 52

SERVICES PROVIDED BY BMS – POLAND

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Recipient shall obtain a sub-lease to use and occupy, during the Term, office space, conference rooms or storage rooms (a “Sub-lease Area”) located in areas of building in Warsaw, Poland. Provider shall provide to each Sub-lease Area and the employees using and/or occupying such Sub-lease Area Services such as general kitchen supplies, office security Services, general office repairs and maintenance, reception Services/common reception area, office cleaning Services/supplies, and mail and delivery Services.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Pharmacovigilance Services

Documentation and filing of all claims or unexpected events related to an Recipient product on the basis of information coming from the market (call to the customer service, etc.). Ensure all these specific cases are forwarded to the production unit to be analyzed, and that the results are communicated to the external party.

Provider shall provide:

 

•

Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory reporting requirements for the country for licensed products;

 

•

Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate governance group representatives in GPV&E;

 

•

Planning, preparation, co-ordination, conduct and responses to internal audits and external PV regulatory inspections, in collaboration with GQRC, QST and /or QP Office. Point of contact with country regulatory authority for PV inspections;

 

•

Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and

 

•

Adequate Pharmacovigilance training for staff, ensuring that all local non-PV staff is trained effectively to notify local PV of any adverse events arising.

 

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Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Corporate Affairs

Provide the necessary support required to update Recipient websites and to communicate messages externally to doctors on an as needed basis.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of PLN 12,952 .

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Poland) Sp. z.o.o

Provider: Bristol-Myers Squibb Sp. z o.o.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 53

SERVICES PROVIDED BY BMS – RUSSIA

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Phase 1 Services

Regulatory Affairs Support

Provider will supply a dedicated resource to perform all regulatory activities (product registrations, product labeling and/or reimbursements if applicable) until the dedicated regulatory affairs employee (the “Loaned BMS Staff”) can transfer to the newly established Recipient entity. This transfer is expected within 2009. At the time of transfer, Recipient has the right to terminate this Service immediately. In the event that the employee does not transfer to Recipient and there were any termination costs, these costs would be borne by Recipient.

Regulatory activities will include:

 

•

Support during the regulatory process in accordance with business objectives, regulatory requirements and timeframes to ensure the timely filing and approval of new products, line extensions and renewals of Recipient products.

 

•

Assistance in the creation and implementation of regulatory strategic plan to ensure registration of new products in accordance with business objectives.

 

•

Preparation of the filings for new applications, variations and renewals for Recipient products.

 

•

Assurance of completion of dossiers and label reviews so products can be launched in a timely fashion.

 

•

Interpretations of the current national legislative/directives as relates to product licensing and registration and is able to apply changes as necessary.

 

•

Relationships and negotiations with local regulatory agencies on all matter relating to regulations and food safety.

 

•

Serve as a labeling specialist by creating local labels based on European template, reviewing and/or approving all artwork and technical documents for accuracy and compliance in the region of responsibility as required.

Provider will archive and maintain all records pertinent to the Recipient registrations.

 

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Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for the Recipient and to communicate effectively internally and externally during a crisis situation.

Phase 2 Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to one (1) employee in Moscow, Russia.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Cost

 

1.	Cost of Regulatory Affairs Support Services shall be charged each month at a fixed amount of $12,500.

 

2.	Cost of all other Services shall be charged each month at a fixed amount of $1,833.

 

3.

So long as the Regulatory Affairs Support Services are provided, the Recipient agrees to (A) timely reimburse Provider for all direct costs and expenses incurred by Provider as it relates to (i) the continued participation of the Loaned BMS Staff in the Provider’s benefits plans (including pension) after the Separation Date, (ii) the continued employment of the Loaned BMS Staff after the Separation Date and (iii) the severance and indemnity costs and expenses to terminate the Loaned BMS Staff; and (B) indemnify the Provider for all liabilities relating to the Loaned BMS Staff.

 

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Term:

Phase 1: From the Separation Date until the earlier of: (i) the date of the transfer of the Loaned BMS Staff to the Recipient, or (ii) December 31, 2009.

Phase 2: From December 31, 2009 until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice for Business Services. Recipient has the right to terminate Regulatory Affairs Support Services immediately after transfer of the employee to the newly established Recipient entity. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson B.V.

Provider: Bristol-Myers Squibb OOO

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 54

SERVICES PROVIDED BY BMS – SWEDEN

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to six (6) employees in Bromma, Sweden.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Corporate Affairs

Provide the necessary support required to update Recipient websites and to communicate messages externally to doctors on an as needed basis.

 

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Financial Analysis Support

Only to the extent such support is provided to the Business prior to the Separation Date and said activities are in addition to those reflected in Schedule 1, Provider will supply a resource to perform financial analysis activities in Scandinavia (budgets, month-end close reports, variance reporting, financial metrics reporting, etc.).

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of SEK 72,037.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Sweden) A.B.

Provider: Bristol-Myers Squibb A.B.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 55

SERVICES PROVIDED BY BMS – DENMARK

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to one (1) employee in Lyngby, Denmark

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation in Denmark and Iceland.

Corporate Affairs

Provide the necessary support required to update Recipient websites and to communicate messages externally to doctors on an as needed basis.

 

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Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of $1,614.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition Denmark (A Representation Office of Mead Johnson BV).

Provider: Bristol-Myers Squibb Denmark (branch of Bristol-Myers Squibb AB, Sweden)

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 56

SERVICES PROVIDED BY BMS – NORWAY

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to one (1) employee in Sandvika, Norway.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for MJN and to communicate effectively internally and externally during a crisis situation.

Corporate Affairs

Provide the necessary support required to update Recipient websites and to communicate messages externally to doctors on an as needed basis.

 

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Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of $3,290.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition Norway (A Branch of Mead Johnson BV)

Provider: Bristol-Myers Squibb Norway Ltd.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 57

SERVICES PROVIDED BY BMS – NETHERLANDS (EXCLUDING NIJMEGEN)

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to four (4) employees in Woerden, the Netherlands.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of €12,817.

 

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Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson B.V.

Provider: Bristol Myers Squibb B.V.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 58

SERVICES PROVIDED BY BMS – UNITED KINGDOM

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Office Occupancy and Facilities Services

Provider shall provide (in the nature of a license) to certain employees of Recipient the right to use and occupy, during the Term, an office or desk space/workstation (a “License Area”) located in areas of buildings owned or leased by Provider. Provider shall provide to each License Area and the employees using and/or occupying such License Area essential Services such as telephone Services, LAN access, utilities, general office supplies, cafeteria/catering access and Services, health and safety Services, physical security, security passes, parking and parking lot maintenance, fax/copy machine access, reception Services, cleaning Services, grounds/landscape management, required facility insurance, space planning, mail and delivery Services, conference Services, storage rooms and access to off-site document management Services. No more than the following indicated number of employees shall occupy such License Area in the indicated jurisdiction and be provided such Services (provided that, with respect to each jurisdiction indicated below, up to 10% more employees (rounded up to the nearest whole number) shall be permitted to occupy such License Area to the extent that physical space capacity exists to accommodate such greater number of employees in such License Area):

 

•

Up to seven (7) employees in Uxbridge, United Kingdom.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

 

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Pharmacovigilance Services

Provider shall provide:

 

1.	Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory reporting requirements for the country for licensed products;

 

2.	Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate governance group representatives in GPV&E;

 

3.	Planning, preparation, co-ordination, conduct and responses to internal audits and external Pharmacovigilance regulatory inspections, in collaboration with GQRC, QST and /or QP Office. Point of contact with country regulatory authority for Pharmacovigilance inspections;

 

4.	Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and

 

5.	Adequate Pharmacovigilance training for staff, ensuring that all local non-Pharmacovigilance staff is trained effectively to notify local Pharmacovigilance of any adverse events that arise.

Cost

Cost of Services shall be charged each month at a fixed amount of £8,856.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (UK) Ltd. for all Services in this Schedule except Pharmacovigilance Services, for which Mead Johnson Nutrition Ireland (A Representation Office of Mead Johnson BV) shall be the Recipient.

Provider: Bristol-Myers Squibb Pharmaceuticals Limited

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 59

SERVICES PROVIDED BY BMS – IRELAND

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization. Provide a dedicated phone number and/or mobile phone to each Recipient employee according to the applicable local HR guidelines.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Fleet Management

Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Cost

Cost of Services shall be charged each month at a fixed amount of €267.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition Ireland (A Representation Office of Mead Johnson BV)

Provider: Bristol-Myers Squibb Pharmaceuticals

Point of Contact, Recipient: Ken Isiminger

 

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Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 60

SERVICES PROVIDED BY BMS – FINLAND

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Pharmacovigilance Services

Provider shall provide:

 

1.	Pharmacovigilance compliance with all appropriate Global Pharmacovigilance & Epidemiology (GPV&E) and corporate SOPs, procedures and regulatory reporting requirements for the country for licensed products;

 

2.	Management of all product safety issues, handling any emerging marketed and investigational product safety related signals and issues, interfacing with appropriate governance group representatives in GPV&E;

 

3.	Planning, preparation, co-ordination, conduct and responses to internal audits and external PV regulatory inspections, in collaboration with GQRC, QST and /or QP Office. Point of contact with country regulatory authority for PV inspections;

 

4.	Timely and quality responses to safety enquires from Health Care Professionals and Regulatory Authorities; and

 

5.	Adequate Pharmacovigilance training for staff, ensuring that all local non-PV staff is trained effectively to notify local PV of any adverse events that arise.

Telecom and Switchboard Services

Provide and maintain the technical and human resources needed to receive incoming phone calls and to route the calls to the appropriate persons in the Recipient organization.

Crisis Management - Public Relations Support

Provide the necessary support (human resources and external services) required to handle public relations (media relations, corporate communications) for Recipient and to communicate effectively internally and externally during a crisis situation.

Cost

Cost of Services shall be charged each month at a fixed amount of $833.

 

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Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

Early Termination of Services: Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson Nutrition (Sweden) A.B.

Provider: Oy Bristol-Myers Squibb (Finland) AB

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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SCHEDULE 61

SERVICES PROVIDED BY BMS – GREECE

Services Summary Description

Subject to the terms and conditions of this Agreement (including Section 2 hereof), Provider shall provide the following Services to Recipient.

Services

Activities performed by Famar and Provider for Recipient:

 

1.

Provider has a supply agreement in place with FAMAR Greece for Fer in Sol (Recipient product);

 

2.

Provider places production orders to Famar based on the demand forecast by Recipient in SAP

 

3.

Provider is responsible for all the Quality assurance activities:

 

•

investigation, complaints management, site audit, etc.

 

•

stability studies

 

4.

Famar provides with the production and release of the product for the following markets

 

•

1092049 FER-IN-SOL IRON DRP (1BTLX30ML) IT

 

•

1103961 FER-IN-SOL IRON DRP (1BTLX30ML) ES

 

•

1172440 FER-IN-SOL IRON DRP (1BTLX30ML) FI

 

•

1103114 FER IN SOL (1BTLX30ML) BE

 

•

1153012 FER-IN-SOL IRON DRP (1BTLX30ML) IE

 

5.

Provider sells product to & invoices MJN BV (Netherlands).

Termination of the Services noted above requires a 90 day written notification period. Recipient will be responsible for any reasonable exit costs.

Cost

Cost of Services shall be charged each month at a fixed amount of €640.

Term:

Until the date that is eighteen (18) months after the Separation Date, with Recipient to have the right to extend the term with three (3) months’ prior written notice, up to a maximum of an additional twelve (12) months.

 

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Early Termination of Services: Termination at any time upon twelve (12) months’ prior written notice; provided however, if Recipient agrees with Famar that the Services will be directly provided by Famar, termination upon ninety (90) days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) twelve (12) months after termination or (ii) the expiration of the Term of this Schedule.

Recipient: Mead Johnson B.V.

Provider: Bristol-Myers Squibb A.E.

Point of Contact, Recipient: Ken Isiminger

Point of Contact, Provider: Loic Senechal

Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

 

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Reference:
Security Exchange Commission - Edgar Database, EX-10.3 6 dex103.htm TRANSITIONAL SERVICES AGREEMENT, Viewed December 14, 2021, View Source on SEC.