Mr. Burgher advanced the information that in no case is any shipment of a hospital order made to the wholesaler but is made direct to the hospital. That the price charged to the hospital by the wholesaler is identical with the price which would be charged to the hospital by Ciba and in most instances the 5 percent handling charge extended to the wholesaler on the few hospital orders so received, does not reimburse the wholesaler.

Mr. E. H. Bobst advised that in his opinion, in view of the explanation, he saw no objection to the 5 percent as he could not see that any advantage resulted from the handling charge.

Mr. E. W. Bobst inquired as to whether an extra 5 percent was extended to city and government institutions on hormonal products and was assured that no extra discount was extended.

Mr. Burgher advised that reports had been received from representatives to the effect that representatives of Roche-Organon had been extending free goods to the extent of approximately 20 percent in connection with purchases made by physicians. Mr. E. H. Bobst advised that he would personally look into this and curtail such tactics on the part of Roche-Organon representatives.

It was suggested that an early meeting be held to complete discussions of the agenda at hand and the meeting closed at 4:20 p. m.

V. A. B.

EXHIBIT NO. 207

Re: Hormone Agreements.

SCHERING A. G., Muellerstr. 170/172, Berlin N.65

JUNE 2ND, 1939.

DEAR SIRS: In view of your assignment to us of certain patents in the femalesex-hormone field and your assistance in connection with the acquisition by us of licenses under patents in the male-sex-hormone and certain fields, we agree not to sell nor offer for sale any product made pursuant to the said assigned and/or licensed patents or any of them in or to any country outside of the U. S. We agree further that without prejudice, however, to our rights under our mutual agreements, we shall not do any act or thing which might lessen or endanger your patent protection, or unfavorably affect your patent rights outside of the U. S. A., or which will prejudice your position or cause any loss or liability to you under any agreement which you might have concerning the inventions and patents relating to the sex hormone, male and female, and the cortin fields. We would appreciate your acknowledgment of this letter.

Cordially,

EXHIBIT No. 208

SCHERING CORPORATION.

AGFA ANSCO CORPORATION AND I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT AND ANSCO PHOTOPRODUCTS, INC.-AGREEMENT

MARCH 19, 1928.

AGREEMENT made as of this 19th day of March, 1928, between AGFA ANSCO CORPORATION, a corporation organized under the laws of the State of New York (hereinafter called "Agfa Ansco") and I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT, a corporation organized under the laws of Germany (hereinafter called "I. G."), and ANSCO PHOTOPRODUCTS, INC., a corporation organized under the laws of the State of New York (hereinafter called “Ansco”) :

ARTICLE I

SECTION 1. I. G. hereby subscribes for and agrees to purchase at par 28,000 shares of the preferred stock of Agfa Ansco of the par value of $100 a share and to make payment therefor as hereinafter provided, and Agfa Ansco hereby accepts said subscription and agrees to issue and deliver certificates for the said stock to I. G. upon receipt of payment therefor as hereinafter provided.

SECTION 2. I. G. hereby subscribes for and agrees to purchase 180,000 shares of the common stock without par value of Agfa Ansco and to make payment therefor as hereinafter provided, and Agfa Ansco hereby accepts said subscription and agrees to issue and deliver certificates for the said stock to I. G. upon receipt of payment as hereinafter provided.

SECTION 3. Agfa Ansco hereby agrees to assign, transfer, and convey to I. G. the right to manufacture, use, and sell in all countries of the world other than the United States, its territories and possessions, exclusively or to such extent as Agfa Ansco, and/or its subsidiaries, may have the right, cameras, photographic films and photographic materials or products such as are now or may at any time hereafter be manufactured, used, or sold by Agfa Ansco, and/or its subsidiaries, in the United States, and/or its territories and possessions, and also all future improvements therein made or acquired by Agfa Ansco, and/or its subsidiaries, together with all present and future results of the technical and research staff of Agfa Ansco, and/or its subsidiaries, relating to cameras, photographic films and photographic materials or products with the right to secure patent protection for all of the foregoing products and improvements in all countries other than the United States, its territories and possessions, insofar as they appertain to photographic uses.

ARTICLE II

SECTION 1. I. G. hereby agrees in full payment of the preferred and common stock of Agfa Ansco subscribed for by I. G. in Article I of this agreement and of the assignment of the rights to be made by Agfa Ansco pursuant to the provisions of said Article:

(1) To pay to Agfa Ansco $1,800,000 in cash.

(2) To transfer and deliver to Agfa Ansco 100% of the capital stock of Agfa Products, Inc. and Agfa Raw Film Corporation, two corporations organized under the laws of the state of New York (hereinafter referred to as the "Agfa Companies"), and I. G. represents that the net tangible assets of said Agfa Companies, consisting principally of accounts receivable, inventories and cash, not including patents trade-marks and goodwill, have a cash value of at least $700,000. It is agreed that the inventory of the assets of the two Agfa Companies taken as of December 31, 1927, shall be adjusted to the date of the delivery of the capital stock of said Agfa Companies to Agfa Ansco and that a valuation of the net assets of said Agfa Companies, excluding patents, trade-marks and goodwill, and an ascertainment of the liabilities, shall be promptly made by Mr. Horace W. Davis and Mr. Ernst Friedlander as a Committee and in the event of their inability to agree upon the valuation of any asset or upon the amount of any liability, the determination of the value of such asset and the amount of such liability shall be made by a third party to be appointed by such Committee. It is further agreed that Messrs. Patterson & Ridgway, accountants, shall be requested to make an audit of the affairs of the Agfa Companies so as to show the assets and liabilities as of the date of said delivery of the capital stock of said Agfa Companies. It is further agreed that in the event the value of the net tangible assets of the Agfa Companies, after excluding patents, trade-marks and goodwill, determined as above provided, shall be less than $700,000, I. G. will promptly pay any difference between such value and $700,000 in cash to Agfa Ansco, and in the event that such valuation shall exceed the sum of $700,000 Agfa Ansco, will promptly pay any excess of value over $700,000 to I. G. It is further agreed that Agfa Ansco will withhold the issuance of certificates representing $700,000 par value of its preferred stock subscribed for by I. G. in this instrument until the net values of said tangible assets have been determined as in this subparagraph (2) provided, and I. G. has paid to Agfa Ansco any amount that may be determined to be due to Agfa Ansco as herein provided, whereupon Agfa Ansco shall issue and deliver to I. G. 7,000 shares of the preferred stock of Agfa Ansco.

(3) To assign, transfer, convey, and set out unto Agfa Ansco the right to manufacture, use, and sell in the United States, and its territories and possessions, exclusively or to such extent as I. G., and/or its subsidiaries, have or may have the_right, cameras, photographic films, and photographic materials or products such as are now or may at any time hereafter be manufactured, used, or sold by I. G., and/or its subsidiaries, in Germany and/or in any other countries of the world, and also all future improvements therein made or acquired by I. G., and/or its subsidiaries, together with all present and future results of the technical and research staff of I. G., and/or its subsidiaries, relating to cameras, photographic films, and photographic materials or products with the right to secure patent protection for all of the foregoing products and improvements in the United States, its Territories and possessions, insofar as they appertain to photographic uses. There are excluded, however, from the foregoing the manufacture of developers and other photochemicals and all dyes, but with the exclusive right to Agfa Ansco to the sale of any of the last-named products to the

extent of the right of I. G., and/or its subsidiaries, to give such rights in the United States, its territories and possessions, insofar as they appertain to photographic uses. There will also be excluded the manufacture and sale of certain products known as Ozalid products.

(4) To assign or cause to be assigned to Agfa Ansco all of the existing patents and trade-marks of the United States, its territories and possessions relating to cameras, photographic films, and photographic material or products owned by I. G., and/or its subsidiaries, together with the goodwill of I. G., and/or its subsidiaries in relation to such business in the United States, its territories and possessions, and I. G. further agrees to place in possession of the appropriate technical personnel of Agfa Ansco all of the formulae, secret processes, methods of manufacture, trade information, results of scientific research and experimentation of I. G., and/or its subsidiaries, covering or relating to the products and the manufacture and production thereof, contemplated by this agreement. I. G. will also give Agfa Ansco the exclusive right to use in the United States the trade name AGFA as applied to photographic products insofar as it may be able and to advertise that it sells in America the photographic products of I. G., and/or its subsidiaries

(5) To deliver to Ansco an agreement to furnish to Agfa Ansco during the year 1928 and for such time thereafter as may be desirable in the prosecution of its business, all such photographic supplies and products and other articles heretofore handled by the Agfa Companies, at prices, quantities, and terms as may be mutually agreed upon between I. G. and Agfa Ansco.

(6) To deliver to Agfa Ansco an agreement that I. G. will not manufacture for or sell to any party other than Agfa Ansco for sale or resale in the United States, its territories or possessions any of the products in regard to which any rights have been given to Agfa Ansco under the provisions of this Agreement.

ARTICLE III

SECTION 1. Ansco does hereby agree to sell and convey and Agfa Ansco does hereby agree to purchase all of the property, rights, privileges, and franchises, goodwill, and right to use the corporate name of Ansco or any part of said name (except the right, privilege, and franchise to continue as a corporation) for the following considerations:

(1) Agfa Ansco will assume and agree to pay all of the liabilities of Ansco of every nature and all liabilities, if any, of Ansco, and/or its directors and/or officers, by reason or of arising out of such sale and conveyance and/or the issuance of the stock of Agfa Ansco to be received upon such sale directly to the stockholders of Ansco under the following plan and in the following respective proportions and amounts.

A. To holders of first preferred stock of Ansco: One share of preferred stock of Agfa Ansco for each share of first-preferred stock of Ansco and all rights appertaining thereto.

B. To holders of the second preferred stock of Ansco: Preferred stock of Agfa Ansco equivalent to 30.6871% of the par value of the shares of the second preferred stock of Ansco surrendered, with all rights appertaining thereto, and also one share of common stock of Agfa Ansco for each share of second preferred stock so surrendered.

C. To holders of common stock of Ansco: One share of common stock of Agfa Ansco for each share of common stock of Ansco surrendered, with all rights appertaining thereto.

and all dissolution expenses including any stamp or other taxes of Ansco not previously paid by Ansco prior to transfer.

(2) Agfa Ansco agrees to issue $2,250,000 par value of its preferred stock and 120,000 shares of its common stock without par value directly to the stockholders of Ansco under the plan and in the respective proportions and amounts stated in the preceding paragraph and to issue certificates for said stock in such names and amounts as Horace W. Davis, Richard H. Swartwout, and Walter H. Bennett, and/or their respective successors and substitutes, as a Committee under a plan of consolidation dated January 26, 1928, and agreement of the same date, or a majority of said Committee, and/or their respective successors and substitutes, shall certify to Agfa Ansco, are the stockholders of Ansco in whose names the said $2,250,000 par value of preferred stock and 120,000 shares of common stock without par value of Agfa Ansco should be issued, and to deliver the certificates for the said stock to or upon the order of the said Committee and/or their respective successors and substitutes or a majority thereof.

IN WITNESS WHEREOF, I. G. has caused this instrument to be executed in its name by one of its directors and one of its attorneys in fact, its duly authorized representatives for such purpose, and Agfa Ansco and Ansco have caused this instrument to be executed by their respective presidents or vice presidents and their respective corporate seals to be hereunto affixed and attested by their secretaries or assistant secretaries as of the day and year first above written. AGFA ANSCO CORPORATION.

I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT.
ANSCO PHOTOPRODUCTS, INC.

STATE OF NEW YORK,

County of New York, ss.:

On this 19th day of March, 1928, before me personally came Thomas McEilean to me known who, being duly sworn, did depose and say that he resides in Manhasset, Long Island; that he is the vice president of AGFA ANSCO CORPORATION, the corporation described in, and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of the said corporation, and that he signed his name thereto by like order.

My commission expires Mar. 30, 1928.

STATE OF NEW YORK,

County of New York, ss.:

ALICE W. VOORHEES, Notary Public, Queens Co. #8046.

On this 19th day of March, 1928, before me personally came Horace W. Davis to me known who, being duly sworn, did depose and say that he resides in Binghamton, New York; that he is the president of ANSCO PHOTOPRODUCTS, INC., the corporation described in, and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of the said corporation, and that he signed his name thereto by like order.

My commission expires Mar. 30, 1928.

STATE OF NEW YORK,

County of New York, ss:

ALICE W. VOORHEES, Notary Public, Queens Co. #8046.

On this 19th day of March, 1928, before me personally came Otto V. Schrenk, the subscribing witness to the foregoing instrument, with whom I am personally acquainted, who, being by me duly sworn, did depose and say that he resides in Far Rockaway, New York; that he knows DR. KURT OPPENHEIM and ERNST FREIDLAENDER, the individuals described in and who executed the foregoing instrument and knows the same to be a director and atorney-in-fact respectively of I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT; that he, said subscribing witness, was present and saw said Dr. Kurt Oppenheim and Ernst Friedlaender execute and deliver the same; that said Dr. Kurt Oppenheim and Ernst Friedlaender acknowledged to him, said subscribing witness, that they executed the same as director and attorney-in-fact respectively of I. G. Farbenindustrie A. G.; and that he, said witness, thereupon at the same time subscribed his name as witness thereto. ALICE W. VOORHEES, Notary Public, Queens Co. #8046.

My commission expires Mar. 30, 1928.

EXHIBIT No. 209

I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT AND AGFA ANSCO CORPORATION—

INDENTURE

MARCH 19th, 1928.

INDENTURE made this 19th day of March, 1928, between I. G. FARBENINDUSTRIE AKTIENGESELLSCHAFT, a corporation organized under the laws of Germany (hereinafter called the "Grantor"), first party, and AGFA ANSCO CORPORATION, a

corporation organized under the laws of the state of New York, having its principal office at in the Borough of Manhattan, the City of New York, State of New York, United States of America (hereinafter called the "Grantee"), second party, WITNESSETH:

WHEREAS the Grantor by due and appropriate action duly had and taken at and prior to the execution of this instrument, has duly authorized the sale, assignment, and conveyance to the Grantee of all property and rights hereinafter described and in order to consummate such sale and conveyance has by like action duly authorized the execution and delivery of this instrument; and Now, THEREFORE, in consideration of One (1) Dollar lawful money of the United States of America to the Grantor duly paid by the Grantee at and before the delivery hereof and for other good and valuable considerations passing from the Grantee to the Grantor, the receipt of which is hereby acknowledged, the Grantor has executed and delivered this instrument and sold and assigned and transferred, and by these presents does sell, assign, and transfer, set over and confirm unto the Grantee, its successors and assigns the right to manufacture, use, and sell in the United States, and its territories and possessions exclusively or to such extent as the Grantor and/or its subsidiaries have or may have the right, cameras, photographic films, and photographic materials or products such as are now or may at any time hereinafter be manufactured, used, or sold by the Grantor and/or its subsidiaries in Germany and/or in any other countries of the world, and also all future improvements therein made or acquired by the Grantor and/or its subsidiaries, together with all present and future results of the technical and research staff of the Grantor and/or its subsidiaries, relating to cameras, photographic films, and photographic materials or products, with the right to secure patent protection for all of the foregoing products and improvements in the United States, its territories and possessions, insofar as they appertain to photographic uses. There are excluded, however, from the foregoing the manufacture of developers and other photo-chemicals and all dyes, but there is included therein the exclusive right to the Grantee to the sale of any of such excepted products to the extent of the right of the Grantor and/or its subsidiaries to give such rights in the United States, its territories and possessions in so far as they appertain to photographic uses. There is also excluded the manufacture and sale of certain products known as Ozalid.

The Grantor for the considerations above stated and by these presents does sell, assign, transfer, and confirm unto the Grantee, its successors and assigns, all of the existing patents and trade-marks of the United States, its territories, and possessions, relating to cameras, photographic films, and photographic material or products owned by the Grantor and/or its subsidiaries, together with the goodwill of the Grantor and/or its subsidiaries in relation to such business in the United States, its territories and possessions, the exclusive right to use in the United States, its territories and possessions, the trade name AGFA as applied to photographic products insofar as it may be able and to advertise that the Grantee sells in the United States, its territories, and possessions, the photographic products of the Grantor and/or its subsidiaries, and the right to demand and to receive from the Grantor and/or its subsidiaries for the appropriate technical personnel of the Grantee, all of the formulae, secret processes, methods of manufacture, trade information, results of scientific experimentation covering or relating to the products and the manufacture and production thereof contemplated by this instrument.

The Grantor covenants and agrees that it will hereafter from time to time whenever reasonably requested by the Grantee, make, do, execute, acknowledge, and deliver or cause to be made, done, executed, acknowledged, and delivered, any and all such further acts, conveyances, instruments, transfers, and assurances as may be necessary or proper for the better assuring and confirming unto the Grantee the property and rights hereby sold and transferred and assigned, or intended so to be, or any part thereof, and the title thereto and/or for the purpose of enabling the Grantee, or its nominee or nominees to become the record owner of any of the patents, trade-marks, or other assets or rights hereby conveyed and assigned or intended so to be or any part thereof.

The Grantor further covenants and agrees with the Grantee to furnish to the Grantee during the year 1928 and for such time thereafter as may be desirable in the prosecution of the Grantee's business all such photographic supplies and products and other articles heretofore handled by Agfa Products, Inc. and Agfa Raw Film Corporation, two corporations organized under the laws of the state of New York, at prices, quantities, and terms as may be mutually agreed upon between the Grantor and the Grantee.