0001193125-09-142856 Sample Contracts

NEUROGESX INC. - and - ASTELLAS PHARMA EUROPE LIMITED DISTRIBUTION, MARKETING AND LICENSE AGREEMENT Confidential
Commercial Supply and License Agreement • July 1st, 2009 • NeurogesX Inc • Pharmaceutical preparations

This DISTRIBUTION, MARKETING AND LICENSE Agreement (hereinafter “Agreement”), made as of the 19th day of June, 2009 (“Effective Date”), between NeurogesX Inc., a Delaware corporation having a place of business at 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404, United States of America (“NGX”) and Astellas Pharma Europe Ltd, a corporation established under the laws of England and Wales having a place of business at Lovett House, Lovett Road, Staines, Middlesex, TW18 3AZ, United Kingdom (“Astellas”). Each of NGX and Astellas shall be a “Party,” and together the “Parties.”

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SUPPLY AGREEMENT
Supply Agreement • July 1st, 2009 • NeurogesX Inc • Pharmaceutical preparations

This Supply Agreement (the “Supply Agreement”) is dated as of the 18th day of June, 2009 (the “Effective Date”), between NeurogesX, Inc., a Delaware corporation having a place of business at 2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404, United States of America (“NGX”) and Astellas Pharma Europe Ltd. a corporation established under the laws of England and Wales having a place of business at Lovett House, Lovett Road, Staines, TW18 3AZ, England (“Astellas”). Each of NGX and Astellas shall be a “Party,” together the “Parties”.

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