ANNEX TO LICENSE AGREEMENT DATED MAY 24, 1937

Schedule of Licenser's U. S. Letters Patents licensed to Licensee as per Section 1 of the agreement

SUPPLEMENTAL AGREEMENT, dated July 1, 1937, between SOCIETY OF CHEMICAL INDUSTRY IN BASLE, a Swiss corporation having its principal office in Basle, Switzerland (the Licensor), and CIBA PHARMACEUTICAL PRODUCTS, INC., a New Jersey corporation having its principal office at Summit, New Jersey (the Licensee).

The purpose of this Supplemental Agreement is to modify in certain respects desired by both parties the agreement dated May 24, 1937 (the License Agreement), between the parties hereto.

NOW, THEREFORE, it is agreed as follows:

FIRST: Article 4 of the License Agreement is hereby amended as of May 24, 1937, to read as follows:

"4. Licensor hereby grants to Licensee upon the terms and conditions of this agreement the right and license to practice the processes and to make, use, and sell the articles of the inventions of the Patents throughout the United States and its territories and dependencies. The license hereby granted shall be nonexclusive under such of the Patents as relate in any way to hormones of natural and/or synthetic origin and compounds and materials with effects analogous to those of hormones and such substances as increase the effectiveness thereof (activators), but under all others of the Patents shall be exclusive. Unless earlier terminated as hereinafter provided in Section 16 this license shall begin on May 24, 1937, and shall extend to the end of the term of the last now or hereafter granted Patent under which Licensee is or shall be licensed."

SECOND: Article 5 of the License Agreement is hereby modified as of May 24, 1937, to read us follows:

"5. Licensee shall pay royalties as follows:

"(a) Royalties for the exercise of the license hereby granted and for the use of the trade-marks and labels hereinafter mentioned shall be a sum equal to 5% of the total net sales of the Licensee, less any amount by which aggregate royalties paid by Licensee during the period under patent licenses granted by others than the Licensor shall exceed aggregate royalties received by Licensee during the period under patent licenses granted by Licensee to others than Licensor.

"(b) Net sales means the aggregate of the prices at which sales are made in good faith by Licensee and shall mean and equal for any particular period the 84949-44-pt. 10-10

total gross sales of Licensee for the period less the sum of the following amounts arising from the transactions upon which gross sales are computed:

"a. Outward freight and express charges paid by Licensee.

"b. Cash discounts and volume discounts or rebates actually allowed by Licensee.

"c. Allowances actually made by Licensee on returned sales.

"d. Proven losses consisting of bad debts actually charged off on the books of Licensee.

"e. Sales taxes paid by Licensee.

"(c) Royalties as herein provided shall be paid to Bank of the Manhattan Company, 40 Wall Street, New York, for account of Licensor.

THIRD: The License Agreement dated May 24, 1937, as modified by this Supplemental agreement, is hereby in all respects ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement in duplicate as of the date first above written.

SOCIETY OF CHEMICAL INDUSTRY IN BASLE.
CIBA PHARMACEUTICAL PRODUCTS, INC.

CERTIFICATE OF ACKNOWLEDGEMENT OF EXECUTION OF DOCUMENT

SWISS CONFEDERATION, CANTON OF BASLE-CITY,

Consulate of the United States of America, Basle, ss:

I, C. R. Harvey, Vice Consul of the United States of America at Basle, Switzerland, duly commissioned and qualified, do hereby certify that on this twentyfourth day of April, 1939, before me personally appeared Walter Boller and Eduard Senft to me personally known, and known to me to be the individuals described in, whose names are subscribed to, and who executed the annexed instrument, and being informed by me of the contents of said instrument they duly acknowledged to me that they executed the same freely and voluntarily for the uses and purposes therein mentioned.

In witness whereof I have hereunto set my hand and official seal the day and year last above written C. R. HARVEY, Vice Consul of the United States of America.

[SEAL]

EXHIBIT No. 236

JUNE 17, 1940.

Re Philippine Islands-Cuba

Mr. VINCENT A. BURGHER,

Ciba Pharmaceutical Products Co., Summit, N. J.

DEAR MR. BURGHER: For upwards of two years we have been trying to straighten out through our associates in Holland the question of proper competitive prices on testosterone products, estradiol products, progesterone and desoxycorticosterone; all sales to be made directly from the United States to the Philippine Islands and Cuba.

Owing to upset conditions, however, it was impossible to arrive at any definite decisions. We have now decided to enter these two markets which are under the jurisdiction of Roche-Organon, Inc., of Nutley, and establish our own prices. However, if your company is already operating in these territories or expects to do so in the near future, we would be glad to discuss the matter with you in order to avoid misunderstandings.

I would appreciate your early reply.

Very truly yours,

EXHIBIT NO. 237

AGREEMENT entered into between N. V. ORGANON, a corporation organized and existing under the laws of Holland, with its principal place of business in Oss, Holland, hereinafter referred to as OSS, and ROCHE-ORGANON, INC., a corpora

tion organized and existing under the laws of the State of New Jersey, United States of America, with its principal place of business in Nutley, State of New Jersey, hereinafter referred to as ROCHE-ORGANON, as of the first day of April, 1938,

WITNESSETH:

1

OSS confers upon ROCHE-ORGANON the sole right to import into, or manufacture in, and sell in the United States, its territories and possessions, as well as Canada, the Philippine Islands and Cuba (hereinafter referred to as TERRITORY), is glandular and hormone preparations.

OSS agrees not to manufacture, or have manufactured by any third party, in the TERRITORY, its glandular and hormone preparations, nor to sell them, whether in the finished or in their intermediate state, to any party in the TERRITORY or for export to the TERRITORY, except to ROCHE-ORGANON, nor to grant any manufacturing licenses to any party in the TERRITORY, except ROCHE-ORGANON, excepting, however, any glandular and hormone preparation which ROCHEORGANON has declined in writing to exploit.

2

Glandular and hormone preparations in the meaning of this agreement are deemed to be such products for therapeutic and/or diagnostic purposes, the effect of which is due to substances derived from parts of, or excretions from the human or animal body (among others also sera); furthermore, substances of a semisynthetic or synthetic origin and their close derivatives with an identical or similar activity.

This agreement does not aply to: Vitamins, Histamin, Histidin, Acetylcholin. Once a preparation has been taken over by ROCHE-ORGANON, it shall remain subject to this agreement, regardless of the purposes for which it shall thereafter be used.

3

ROCHE-ORGANON agrees to manufacture to its best ability, and/or promote the sale of, those glandular and hormone preparations the right to the exploitation of which it is hereby granted.

ROCHE-ORGANON agrees not to deal in, or manufacture, glandular and hormone preparations other than those originated by OSS, nor to export, or sell for export from the TERRITORY, any glandular and hormone preparations.

4

The preparations which are subject to this agreement are to be marketed under the trade name "ROCHE-ORGANON."

5

In case of the importation into the TERRITORY, ROCHE-ORGANON buys the preparations, whether finished or intermediate, and raw materials, for its own account, f. o. b. plant Oss, Holland. Prices for same will be agreed upon from time to time, it being understood that prices for a certain product will be agreed upon to cover certain periods of time in case ROCHE-ORGANON shall have current re-quirements for such product.

6

It is left to the sole discretion of OSS to decide whether or not any one preparation is to be given to ROCHE-ORGANON for commercial exploitation in the TERRITORY, whether such a preparation is to be supplied in a finished or intermediate state or whether ROCHE-ORGANON is to be entrusted with its manufacture.

7

Except as otherwise authorized in writing by OSS, ROCHE-ORGANON is bound to the utmost secrecy as to all secret processes and formulae which will be entrusted to it by OSS and undertakes moreover to do everything possible under the laws of the country to prevent indiscretions on the part of its workmen and

employees, and not to exploit such secret processes and formulae either during or after the term of this agreement, either directly or indirectly, in any other way than that provided for in this agreement and in such arrangements as may from time to time be made. Provided, however, that ROCHE-ORGANON is not debarred from exploitation for its own account after the termination of this. agreement of such secret processes and formulae as can be proved to be available at the time to third parties for exploitation without license.

8

ROCHE-ORGANON undertakes to submit a sample of every manufactured batch for analysis or biological standardization to OSS or such other institution as may be designated by OSS. ROCHE-ORGANON undertakes not to start distribution, unless the batch in question has been previously declared proper for sale by OSS.

9

OSS sells, assigns, and transfers to RoCHE ORGANON in consideration of the sum of $1,000, whatever right, title, and interest it, OSS, has or may be entitled to with respect to the word "ORGANON," whether used alone or in combination with other words, as a trade-mark, as a trade name, or otherwise, in the TERRITORY, and all the goodwill which it, OSS, has in the TERRITORY, in the business heretofore conducted by it, OSS, under said trade-mark “ORGANON" or under its name "N. V. Organon."

OSS assigns and transfers to ROCHE-ORGANON in consideration of $1,000, also. whatever rights it, OSS, has or may be entitled to in and to the trade-marks listed in the annexed Schdule A, or other trade-marks, and the goodwill which it, OSS, has in the business heretofore conducted by it, OSS, under said trade-mark "ORGANON" or under its name "N. V. Organon" in the TERRITORY.

OSS agrees that during the term of this agreement it will not use or permit anyone else to use in the TERRITORY, the word “ORGANON" as a trade-mark or otherwise in connection with the manufacture, sale, advertising, or distribution of any of its glandular and hormone products except that it reserves the right to use its corporate name and place of business in the form "N. V. Organon, Oss (Holland)," on labels or cartons for use in the TERRITORY in connection with the sale of so-called "declined" products (Article 1), but if it should exercise this right, it must display its name on such labels and packages in relatively small type subordinated to the name or trade-mark under which the product is to be marketed and ROCHE-ORGANON agrees not to object to such use of the name "N. V. Organon, Oss (Holland).”

10

OSS places at the disposal of ROCHE-ORGANON the benefits of its promotional and merchandising service, will let ROCHE-ORGANON profit from its pertinent experience acquired in various countries and, if so requested by ROCHE-ORGANON, will examine in detail and advise ROCHE-ORGANON in the preparation of promotional and merchandising plans. OSS agrees to submit to ROCHE-ORGANON all medical and scientific literature either in its entirety or extracts thereof which refer to its glandular and hormone preparations.

11

OSS places at the disposal of ROCHE-ORGANON its entire scientific service for all chemical, physiological, and clinic-therapeutic information desired by ROCHEORGANON, especially for every kind of analysis for the control of finished products and raw materials and also in respect to its bibliographical researches and will keep ROCHE ORGANON regularly informed by periodic reports of new scientific developments germane to the medical and pharmaceutical field.

12

OSS agrees to place at the disposal of RoCHE-ORGANON the benefits of its business service. Upon request, it agrees to inform ROCHE-ORGANON of the cost prices of the raw materials necessary for the production of glandular and hormone preparations in order to enable ROCHE-ORGANON to make a comparison with other

offers received; OSS will give ROCHE-ORGANON all information regarding foreign market prices for chemical products which may be required.

13

In view of the foregoing and in consideration of the services rendered and/or to be rendered under and in accordance with Articles 10, 11, and 12 of this agreement, ROCHE-ORGANON agrees to pay to OSS from the fourth year of the agreement onward a sum equal to 12% percent of its net sales of glandular and hormone preparations in the TERRITORY, net sales being defined as gross sales, less all returns, discounts, and allowances. OSS shall be privileged to verify the volume of sales by a duly authorized representative. Payment is to be made by ROCHEORGANON monthly as soon as the net sales of the glandular and hormone preparations for the prior month have been calculated.

If, however, in connection with any agreement existing between OSS and any third party, the exploitation of any preparation in the TERRITORY is liable to any restriction and/or payment of royalty, such restriction and/or payment of royalty will have to be accepted by ROCHE-ORGANON, if it wants to exploit such preparation.

14

ROCHE-ORGANON undertakes to prosecute infringers of United States Letters Patent used in connection with preparations which are commercially exploited by ROCHE-ORGANON with all means which the law places at its disposal, particularly to inform OSS of infringements directly they come to its notice.

Nothing in the above provision shall be construed to deprive OSS of the right :to prosecute infringements of its United States Letters Patent independently from ROCHE-ORGANON and ROCHE-ORGANON agrees to assist OSS in every way in prosecuting such infringements.

The expenses incurred for the applying for, maintaining, and protecting patent rights are to be borne by OSS and ROCHE-ORGANON equally.

15

Differences of opinion as to the construction of this agreement are to be referred to arbitration.

The Board of Arbitration shall consist of one arbitrator to be appointed by the parties and, failing an agreement, by the Chairman of the British Empire Chamber of Commerce in New York, provided that each party is entitled to request that the Court of Arbitration consist of three arbitrators, in which case each party shall appoint one arbitrator within thirty days from the receipt by registered mail of a request to that effect from the other party. The two arbitrators thus appointed shall elect an umpire, unless he has been nominated by the parties by mutual consent. In case the parties or the nominated arbitrators shall fail to agree on the election of an umpire, the Chairman of the British Empire Chamber of Commerce in New York City shall be requested to make the appointment.

16

This agreement is entered into for an indeterminate period of time. It may be terminated by either party from the tenth year onward by one year's notice to the end of any calendar year.

17

Upon termination of this agreement by OSS, ROCHE-ORGANON shall have the exclusive right to continue to use the processes, formulae and secrets granted in Paragraph 7 hereof and used by ROCHE-ORGANON at the time of the termination of this agreement. The consideration for such continued use shall be fixed and determined by arbitration as provided in Art. 15.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized officers on the 3d day of January, 1938, Oss, Holland.

N. V. ORGANON.
ROCHE-ORGANON, INC.

14th day of January 1938, Nutey, N. J.