0000950133-04-002753 Sample Contracts

ASSET PURCHASE AGREEMENT (KEFLEX)
Asset Purchase Agreement • July 15th, 2004 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Indiana

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 30, 2004 (the “Effective Date”), by and between Advancis Pharmaceutical Corporation (“Advancis”), a corporation organized and existing under the laws of the State of Delaware with offices located at 20425 Seneca Meadows Parkway, Germantown, Maryland 20876, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana with offices located at Lilly Corporate Center, Indianapolis, Indiana 46285. Advancis and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties.” Unless otherwise stated herein, reference to a "Party” shall include that Party and its Affiliates.

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MANUFACTURING AGREEMENT (KEFLEX)
Manufacturing Agreement • July 15th, 2004 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Indiana

This MANUFACTURING AGREEMENT (the “Manufacturing Agreement”) is entered into as of June 30, 2004 (the “Effective Date”), by and between Advancis Pharmaceutical Corporation (“Advancis”), a corporation organized and existing under the laws of the State of Delaware, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana. Advancis and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 15th, 2004 • Advancis Pharmaceutical Corp • Pharmaceutical preparations • Indiana

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of June 30, 2004 (the “Effective Date”) by and between Advancis Pharmaceutical Corporation (“Advancis”), a corporation organized and existing under the laws of the State of Delaware with offices located at 20425 Seneca Meadows Parkway, Germantown, Maryland 20876, and Eli Lilly and Company (“Lilly”), a corporation organized and existing under the laws of the State of Indiana with offices located at Lilly Corporate Center, Indianapolis, Indiana 46285. Advancis and Lilly are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

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