Common use of Toll Packaging Clause in Contracts

Toll Packaging. (1) As soon as reasonably practicable following the execution and delivery of this Agreement, an Affiliate of M and MSDIS shall enter into a Toll Packaging Agreement in the form attached hereto as Exhibit 6 (with such variations as may be necessary to comply with local laws and regulations), pursuant to which the Affiliate of M will package the finished Cholesterol Products for sale in the EMEA. The Toll Packaging Agreement will provide, among other things, that the Affiliate of M may arrange for one of its Affiliates, a Third Party or an Affiliate of S-P to toll package any or all of the Cholesterol Products on behalf of the Affiliate of M. (2) In the event that, and for so long as, S-P (or a S-P Affiliate) is responsible for the supply and distribution of Cholesterol Products in the EMEA pursuant to Section 2.1(e)(2), then S-P, or its designated Affiliate, shall also assume all of MSDIS’s rights and responsibilities to package Cholesterol Products in the EMEA as set forth in the Toll Packaging Agreements entered into pursuant to Section 2.1(f)(1). MSDIS, S-P (or its designated Affiliate) and the applicable Affiliates of M shall amend the Toll Packaging Agreements and/or perform such other acts as are necessary to substitute S-P (or its designated Affiliates) for MSDIS and the M Affiliates as parties to the Toll Packaging Agreements and to assign and transfer to S-P (or its designated Affiliate) all of MSDIS’s and the M Affiliates’ rights and obligations under the Toll Packaging Agreements with respect to Cholesterol Products in the EMEA.

Toll Packaging. (1) As soon as reasonably practicable following the execution and delivery of this Agreement, an Affiliate of M and MSDIS shall enter into a Toll Packaging Agreement in the form attached hereto as Exhibit 6 (with such variations as may be necessary to comply with local laws and regulations), pursuant to -26- <PAGE> which the Affiliate of M will package the finished Cholesterol Products for sale in the EMEA. The Toll Packaging Agreement will provide, among other things, that the Affiliate of M may arrange for one of its Affiliates, a Third Party or an Affiliate of S-P to toll package any or all of the Cholesterol Products on behalf of the Affiliate of M. (2) In the event that, and for so long as, S-P (or a S-P Affiliate) is responsible for the supply and distribution of Cholesterol Products in the EMEA pursuant to Section 2.1(e)(2), then S-P, or its designated Affiliate, shall also assume all of MSDIS’s 's rights and responsibilities to package Cholesterol Products in the EMEA as set forth in the Toll Packaging Agreements entered into pursuant to Section 2.1(f)(1). MSDIS, S-P (or its designated Affiliate) and the applicable Affiliates of M shall amend the Toll Packaging Agreements and/or perform such other acts as are necessary to substitute S-P (or its designated Affiliates) for MSDIS and the M Affiliates as parties to the Toll Packaging Agreements and to assign and transfer to S-P (or its designated Affiliate) all of MSDIS’s 's and the M Affiliates’ ' rights and obligations under the Toll Packaging Agreements with respect to Cholesterol Products in the EMEA.