Attachment A Ramoplanin VRE Program Budget Analysis (from BI perspective of IBPI proposed aggreement) [*]

“15.1  Reacquisition of Licensed Products. The Parties hereby acknowledge and agree that effective upon expiration of the Transition Period (as hereinafter defined) IntraBiotics’ rights under Sections 5.1 and 5.3 of the Agreement with respect to Licensed Products (but not Topical Products) shall be terminated and will revert to Biosearch, subject to IntraBiotics’ option rights under Section 15.6.  Thereafter, Biosearch will have the right to conduct Development and Commercialization of Licensed Products (but not Topical Products) subject to a royalty obligation to IntraBiotics as set forth in Section 15.9.  During the period [*], IntraBiotics will retain the rights and licenses granted it under Sections 5.1 and 5.3 of the Agreement to conduct Development and Commercialization of Topical Products, subject to Sections 15.6 and 15.8.2.

15.2  Transition Period.  Effective June 1, 2001 through and including August 31, 2001, (the “Transition Period”), Biosearch shall be responsible for paying [*] incurred by IntraBiotics’ in connection with Development of Licensed Products for treatment of vancomycin resistant Enterococcus faecium (“VRE”) in humans as set forth in Article 2 of the Agreement during the Transition Period.  Appendix A attached hereto sets forth a description of the specific activities to be paid for by Biosearch.  IntraBiotics will continue to perform such Development activities with respect to treatment of VRE during the Transition Period, or any extension thereof, so as to avoid any interruption of the activities undertaken and enable continuation of the Development thereafter by or under the control of Biosearch or its licensees, aimed at achieving the milestones contemplated in Section 4.2 for Licensed Products for treatment of VRE.

15.3     Action during Transition Period. During the Transition Period or any mutually agreed extension thereof, IntraBiotics will undertake such actions as are reasonable and necessary in order to enable it, upon expiration of the Transition Period, to (i) complete transfer to Biosearch of responsibility for conducting the Development and Commercialization of Licensed Products (but not Topical Products); (ii) provide all Information regarding its Development of Licensed Products, or which is necessary to obtain Regulatory Approval of such Licensed Products in the Territory, not already provided to Biosearch pursuant to Section 2.2(c) of the Agreement; and (iii) assign to Biosearch as of the date of such expiration all right, title and interest in and to any regulatory filings in the Territory pertaining to Licensed Products (but not Topical Products).  Biosearch will be responsible for [*] incurred by IntraBiotics in connection with the transition activities described in (i)-(iii) above. Should the transfer procedure indicated above not be completed by August 31, 2001, the two parties shall mutually agree on the appropriate extension to enable completion, and update Appendix A accordingly.

15.4     Development Expense Reports.  IntraBiotics will provide to Biosearch [*] reports of expenses incurred in connection with IntraBiotics’ Development and transition activities under Section 15.2 and 15.3.  Such reports will be provided [*] after [*] to which the report pertains.  IntraBiotics will allow one or more persons designated by Biosearch to monitor the progress of the Development activities and to have reasonable access to the facilities of IntraBiotics, during normal business hours and upon reasonable advance notice, accordingly.

15.5     IntraBiotics’ Option to Reacquire Rights to Licensed Product.   During the period from [*], IntraBiotics will have an exclusive option to reacquire the right to conduct the Development and Commercialization of Licensed Products in the Territory and in the Field (the “Reacquisition Option”).  IntraBiotics may exercise the Reacquisition Option by notifying BioSearch in writing of such exercise not later than [*], and delivering to Biosearch (i) [*]; and (ii) written objective evidence that either (a) [*] or (b) [*]. As consideration for the Reacquisition Option, IntraBiotics will pay to Biosearch, concurrent with IntraBiotics’ exercise of its Reacquisition Option, [*].  Upon IntraBiotics’ timely exercise of its Reacquisition Option, Sections 15.6, 15.7 and 15.8 shall be of no further force or effect.  All materials disclosed to Biosearch in connection with IntraBiotics’ exercise of its option hereunder shall be subject to the confidentiality provisions of Section 9.

15.6     IntraBiotics’ Rights to Topical Product.  Commencing on the expiration of the Transition Period, IntraBiotics’ rights under Sections 5.1 and 5.3 and obligations under this Agreement to conduct Development and Commercialization of Licensed Products shall apply only to Topical Products in the Territory and in the Field.  If IntraBiotics timely exercises its Reacquisition Option as set forth in Section 15.5, or commences clinical development activity with respect to [*], then IntraBiotics will retain its right to develop Topical Products until the expiration or earlier termination of this Agreement pursuant to Section 11.  If IntraBiotics does not timely exercise its Reacquisition Option, and does not start any clinical development activity for Topical Products by [*], then all rights in and to Topical Products shall revert to Biosearch effective [*], and IntraBiotics shall have no rights to make, have made, use, import, offer, sell, offer for sale and have sold Licensed Products in the Field and in the Territory.  The foregoing notwithstanding, IntraBiotics shall be entitled to extend the expiration of the term specified herein from [*] provided it has given, prior to [*].

15.7     Effect of Expiration of the Transition Period.  Upon expiration of the Transition Period, or any extension thereof, all rights in and to Licensed Products other than Topical Products shall revert to Biosearch effective upon such expiration, and IntraBiotics shall have no rights to make, have made, use, import, offer, sell, offer for sale and have sold Licensed Products other than Topical Products in the Field and in the Territory, subject to IntraBiotics’ option rights under Section 15.5.

15.8     Effect of Termination of IntraBiotics’ Development and Commercialization Rights and Obligations.