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Agreement - Minnesota Mining and Manufacture Co., 3M Innovative Properties Co. and Sepracor Inc.

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THIS AGREEMENT is made on the 20TH day of____December _____ 2001

(Effective Date).

BETWEEN

(1)   Minnesota Mining and Manufacture Company ("3M") and 3M Innovative
      Properties Company ("3M IPC"), both having a principal office at 3M
      Center, Building 275-3E-10, St. Paul, MN 55144-1000, USA).

(2)   Sepracor Inc. ("SEPRACOR"), having a principal office at 111 Locke Drive,
      Marlborough, MA 01752.

WHEREAS

A.    3M has experience and technology in the formulation, scale-up, and
      manufacture of pharmaceutical products in aerosols for inhalation therapy.

B.    SEPRACOR wishes 3M to scale-up an aerosol product that SEPRACOR has
      developed containing non-CFC propellants and a SEPRACOR proprietary
      compound known as levalbuterol tartrate which SEPRACOR wishes to market
      for inhalation therapy.

C.    If the scale-up is successful and SEPRACOR decides to market the resulting
      aerosol product or aerosol products, SEPRACOR shall purchase its
      requirements of the product or products from 3M subject to the terms and
      conditions of this Agreement and a Supply Agreement (as defined below), or
      if 3M is unable to, or chooses not to, supply, 3M shall provide SEPRACOR
      with reasonable assistance and licenses as set out in this Agreement to
      manufacture or have manufactured the product.

D.    3M is willing to conduct the scale-up subject to the terms of this
      Agreement, with the understanding that there is no guarantee that the
      program will be successful or that 3M will ultimately supply marketable
      product.

1.   INTERPRETATION AND DEFINITIONS

1.1   The terms defined in this Article 1 shall for all purposes in this
      Agreement have the meanings specified in this Article 1.

      1.1:1 The headings in this Agreement shall not affect its interpretation.

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      1.1:2 Throughout this Agreement, whenever required by the context, the
      singular includes the plural and vice versa and any gender includes any
      other gender.

1.1:3 The recitals and schedules to this Agreement constitute an integral part
      of this Agreement. In the event of conflict or inconsistency between any
      of the terms and conditions of this Agreement, the conflict or
      inconsistency shall be resolved according to the following order of
      priority: the clauses of the Agreement, the schedules, the recitals.

1.2   "Affiliate" shall mean:

      1.2:1 any individual who or Entity ("Entity" shall mean any
      corporation, firm, partnership, proprietorship, other form of business
      organization) that, in whatever country organized or resident, directly
      or indirectly through one or more intermediaries, is controlled by, or
      is under common control with, or controls, a Party; or

      1.2:2 any Entity in which any Party or any individual or Entity recited
      in the preceding Section (1) directly or indirectly through one or more
      intermediaries collectively has at least a forty percent (40%)
      ownership or voting rights interest (whether through stock ownership,
      stock power, voting proxy, or otherwise) or has the maximum ownership
      interest it is permitted to have in the Entity in the country where
      such Entity exists.

1.3   "Product" means a press-and-breathe inhaler containing a pressurized
      aerosol canister with a metered dose valve filled with a formulation of
      the Compound (as defined below) that SEPRACOR has selected having the
      formulation, and meeting the Specifications, set forth in Schedule 1.12.
      The term "Licensed Product" means Product containing the Compound
      levalbuterol tartrate. "Tartrate" shall mean any tartaric acid salt,
      [**].

1.4   "Authority" means a governmental agency, in a country or territory in
      which SEPRACOR proposes to sell Product, responsible for granting licences
      and/or approvals permitting the sale of the Product, in such country or
      territory.

1.5   "Compound" means the compound known as levalbuterol, including any salt,
      ester, solvate, clathrate, or polymorph thereof.

1.6   "SEPRACOR Components" means all components and ingredients, other than
      Compound, supplied by or on behalf of SEPRACOR for manufacturing Licensed
      Product.

1.7   "Scale-up Program" means the development work conducted pursuant to the
      protocol and the work schedule indicating milestones and activities
      annexed hereto as Schedule 1.7 as amended in writing from time to time in
      accordance with the terms of this Agreement.

1.8   "3M Confidential Information" means confidential information disclosed by
      3M to SEPRACOR in the course of and pursuant to this Agreement relating to
      aerosol

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      inhalation, or aerosol compositions, including: the specifications and
      chemistry of aerosol formulations of Compound developed by 3M or its
      Affiliates; metered dose inhaler devices and their specifications; the
      methods and techniques used by 3M to manufacture aerosol inhalers and
      metered dose devices; and confidential information directly or
      indirectly provided by 3M to assist SEPRACOR to obtain a licence or
      approval permitting the sale of Licensed Product, including clinical
      results for metered dose devices

1.9   "SEPRACOR Confidential Information" means confidential information
      disclosed by SEPRACOR to 3M in the course of and pursuant to this
      Agreement relating to Compound, aerosol inhalation, or aerosol
      compositions, including: the specifications and chemistry of formulations
      of the Compound developed by SEPRACOR or its Affiliates; metered dose
      inhaler devices and their specifications for delivery of Compound;
      SEPRACOR's clinical and non-clinical development plans; SEPRACOR's
      clinical data; and forecasts of requirements of Licensed Product.

1.10  "Parties" mean 3M, 3M IPC and SEPRACOR and their permitted assigns, and "a
      Party" means 3M, 3M IPC or SEPRACOR and their permitted assigns.

1.11  "Supply Agreement" means the supply agreement referred to in Article 8
      below.

1.12  "Specifications" means those specifications for Licensed Product,
      Compound, or SEPRACOR Components as established in writing by SEPRACOR,
      and subject to approval by 3M, which approval shall not unreasonably be
      withheld or delayed, and as may be amended from time to time in writing by
      SEPRACOR, subject to approval by 3M, which approval shall not unreasonably
      be withheld or delayed. Initial Specifications, once approved by both
      parties, will be set forth in Schedule 1.12.

1.13  "Test Methods" means those methods used for testing and releasing
      Compound, SEPRACOR Components, or Licensed Product, agreed upon in writing
      by the Parties and as amended from time to time, subject to approval by
      the Parties, which approval shall not unreasonably be withheld or delayed,
      provided that no Party shall have the obligation to provide to the other
      Party direct access to Test Methods that are provided by way of a DMF.

1.14  "3M Patent Rights" means all patents and patent applications that are
      owned or controlled by 3M or an Affiliate thereof and that cover
      manufacture, use, or sale of Licensed Product, including but not limited
      to certain of those patents claiming benefit of priority to, or having a
      substantially identical disclosure as, Great Britain application
      GB8828477, filed December 6, 1988, U.S. application 442,119, filed
      November 28, 1989, U.S. application 92,001, filed July 15, 1993, and all
      applicable continuations, continuations-inpart, divisionals, extensions,
      supplemental protection certificates, utility models, reissues, and
      reexaminations thereof.

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1.15  "3M Know-How" means 3M Confidential Information and any other information
      or data of 3M or 3M IPC useful in developing, optimizing, manufacturing,
      or gaining regulatory approval of Licensed Product, including any
      toxicological data, provided by 3M.

1.16  "Net Sales Price" shall mean the price received by SEPRACOR, their
      Affiliates, or permitted sublicensees for Licensed Product from
      wholesalers, distributors, managed healthcare organizations, or similar
      entities at the same level of distribution in arms length transactions
      involving cash as the sole consideration, which shall not include
      transfers within or between SEPRACOR, their Affiliates or sublicensees,
      after deduction of freight and insurance, rebates and chargebacks granted
      to managed health care organizations or to federal, state and local
      governments, their agencies, and purchasers and reimbursers or to trade
      customers, including but not limited to, wholesalers and chain and
      pharmacy buying groups, other trade and quantity discounts actually given,
      sales or value added taxes, and credits and allowances for returns.
      SEPRACOR's customers shall include purchasers in the chain of commerce who
      enter into agreements with SEPRACOR as to price, even though legal title
      to Licensed Product does not pass directly from SEPRACOR to such customer,
      and even though payment for Licensed Product is not made by such customer
      directly to SEPRACOR. Licensed Product sold in transactions involving
      consideration other than or in addition to cash shall be deemed to have
      been sold at the average price charged by SEPRACOR in an arm's length cash
      transaction to the applicable class of trade in the relevant annual period
      (or, if all transactions in the applicable class of trade involve
      consideration other than or in addition to cash, the average price charged
      by SEPRACOR in an arm's length cash transaction in the relevant annual
      period irrespective of class of trade). The preceding sentence shall not
      apply to Licensed Product samples provided free of charge to physicians in
      the course of promoting Licensed Product, nor shall it apply to Licensed
      Product provided free of charge as part of a contract involving Licensed
      Product only.

2.    TERM

2.1   This Agreement shall commence on the effective date set forth above and
      (subject to earlier termination according to the terms set out in this
      Agreement) shall expire on the first to occur of the date (i) Licensed
      Product is approved for sale in the U.S. or Europe, or (ii) five years
      from the Effective Date. However, this agreement may be extended upon
      written agreement of the parties.

3.    CONDUCT OF THE SCALE-UP PROGRAM

3.1   During the Scale-up Program, each Party shall be licensed free-of-charge
      under those rights of the other Party as are required for the sole purpose
      of conducting the Scale-up Program of Licensed Product. Further, for the
      avoidance of doubt and notwithstanding anything in this Agreement to the
      contrary, SEPRACOR shall have no right or license to 3M Patent Rights or
      3M Know-How, including the right to reference regulatory data, and

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      3M shall have no obligation to develop, supply, license, or provide
      access to 3M Know-How, including any regulatory data, for any Product
      other than Licensed Product

3.2   3M and SEPRACOR shall each identify the contact person at their respective
      offices to serve as the recipient of communications concerning the
      Scale-up Program.

3.3   Each Party shall use good faith reasonable efforts to perform those duties
      assigned to it in the Scale-up Program.

3.4   The Parties may by written agreement amend the Scale-up Program. Consent
      to amend the Scale-up Program shall not be unreasonably withheld or
      delayed, provided that an appropriate adjustment shall be made in the
      timetable, man-hours or other matters affected thereby to allow for any
      variation in the time required to complete the Scale-up Program as a
      consequence of an amendment.

3.5   3M shall notify SEPRACOR without undue delay if it becomes aware that the
      time estimated for a task or tasks set out in the Scale-up Program will be
      insufficient to perform such task or tasks. If the new time estimate
      exceeds the original estimate by more than 20%, the Parties shall discuss
      how to minimize the additional time.

4.    MEETINGS AND REPORTS RELATING TO THE SCALE-UP PROGRAM

4.1   A Joint Coordinating Committee (JCC), with a minimum of 2 persons each
      from 3M and SEPRACOR, shall coordinate and monitor conduct of the
      Development Program. JCC shall meet quarterly. 3M shall provide quarterly
      reports to SEPRACOR on the progress of the Scale-up Program and shall
      promptly notify SEPRACOR of any event that requires a decision by SEPRACOR
      or will have a serious effect on the progress of the Scale-up Program.

4.2   3M recognizes that SEPRACOR may elect to make changes to the Scale-up
      Program or Product definition during the course of development and scale
      up. If SEPRACOR elects to make such changes, 3M will upon request propose
      a revised Scale-up Program and budget.

5.    SUPPLY OF COMPOUND AND COMPONENTS

5.1   SEPRACOR shall supply 3M (i) [**] with sufficient quantities of the
      Compound and SEPRACOR Components as determined by the Scale-up Program
      to enable 3M to conduct the Scale-up Program and (ii) a certificate of
      analysis for the Compound and SEPRACOR Components. Any Compound and
      SEPRACOR Components unused by 3M at the termination of the Scale-up
      Program shall be returned upon request to SEPRACOR.

5.2   SEPRACOR shall promptly provide 3M with all information in or coming into
      its possession concerning the Compound that 3M will reasonably require for
      the safe handling, storage, testing, use and transport of the Compound.

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6.    CLINICAL STUDIES AND TOXICOLOGY STUDIES

6.1   SEPRACOR shall [**] be responsible for any clinical studies and,
      except as provided in Sections 6.2 and 6.3 below, any toxicology
      studies and all contact with any Authority concerning Licensed Product,
      provided that 3M shall have the right to require SEPRACOR to use a right
      of reference or analogous means to meet any Authority's disclosure
      requirements concerning 3M Confidential Information to the extent
      permitted by the Authorities. 3M shall, if requested, consult with and
      provide reasonable assistance to SEPRACOR in clinical trials as
      appropriate, provided that 3M's time for such consulting and assistance
      shall be paid by SEPRACOR and SEPRACOR shall ultimately bear all
      responsibility for any use of information provided by 3M (including use in
      regulatory filings and any third party liability for all such clinical
      trials).

6.2   3M will establish a Drug Master File (DMF) with appropriate information
      for the CMC section of the regulatory submissions for Licensed Product,
      and will provide a letter of authorization to FDA or health authorities to
      access the DMF for regulatory submissions for Licensed Product. In
      submissions where a right of reference is demonstrated to be inadequate,
      3M shall prepare a proprietary dossier including information which is
      necessary or required by law to obtain regulatory approval of Licensed
      Product. 3M shall respond promptly to all inquiries by any Authority
      concerning the proprietary dossier or the DMF and share the general
      substance of the inquiry and the response with SEPRACOR. The 3M
      proprietary dossier will be provided to (a) the applicable regulatory
      agency or (b) SEPRACOR, at 3M's election. Provided, however, that neither
      the forgoing, the information provided pursuant to Section 6.3 nor
      anything else in this Agreement shall be construed as a warranty by 3M
      that any DMF or other regulatory dossier will be approved by any
      Authority.

6.3   3M agrees to provide SEPRACOR as of the Effective Date, with:

          (a)  a right of reference to (i) data held by the International
               Pharmaceutical Aerosol Consortium for Toxicology Testing
               of}IFA-134a ("IPACT I") consistent with 3M's obligations to IPACT
               I, and (ii) any additional 3M data for which 3M has the right to
               grant a right of reference relating specifically to [**]
               that has previously been required by FDA in connection with
               approval of an [**]; and

          (b)  a right of reference that would authorize FDA to access all
               studies conducted by 3M or contracted by 3M in [**],
               including but not limited to toxicological and chronic human
               safety data and all pertinent cross-referenced information, (as
               approved on August 15, 1996) expressly for the purpose of review
               to substantiate the pre-clinical and clinical safety of albuterol
               in a formulation containing [**]. 3M agrees to provide a right
               to reference such information only for purposes of facilitating
               regulatory approval of Licensed Product and SEPRACOR shall not

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               use or disclose such information for any other purpose, including
               clinical comparisons between levalbuterol and albuterol apart
               from those comparisons that facilitate evaluation of the safety
               of levalbuterol in a formulation containing [**].

      3M shall respond promptly to all inquiries by any Authority concerning
      the information referenced by SEPRACOR pursuant to Sections 6.3 (a) and
      6.3(b), and shall share the general substance of the inquiry and the
      response with SEPRACOR. For the avoidance of doubt, the Parties
      expressly agree that 3M does not grant to SEPRACOR, and this Agreement
      creates no obligation on 3M to grant to SEPRACOR, any right of
      reference to safety data concerning the drug substance albuterol
      (including salts such as the sulfate) alone or to data not generated by
      or on behalf of 3M.

6.4   If requested by SEPRACOR and in accordance with the Scale-up Program, 3M
      shall manufacture and supply SEPRACOR with Licensed Product, including
      Licensed Product for use in clinical studies or toxicology studies, at
      prices calculated in the manner set out in Schedule 6.4 using reasonable
      endeavors to supply SEPRACOR in time to meet its needs. SEPRACOR shall
      pay 3M's invoices for such Licensed Products within [**] days of the
      date of 3M's invoice. Licensed Product that is to be used in clinical
      trials shall be manufactured and tested under cGMPs and the applicable
      Investigational New Drug Application. 3M will perform release testing of
      all batches to agreed upon Specifications. SEPRACOR shall have the right
      within 45 days to test batches on an audit basis prior to accepting the
      batch, however SEPRACOR shall have no right to delay payment. SEPRACOR
      will have a right to credit for Licensed Product, only in the event
      Licensed Product is found not to meet the warranty set forth in Section
      10.6.

6.5   3M shall allow SEPRACOR to perform a cGMP compliance audit promptly after
      signing of this Agreement on a date as agreed to by the parties.

6.6   3M and SEPRACOR shall discuss and agree to quality assurance and quality
      control responsibilities, to be set forth as Schedule 6.6 and signed by
      the Parties, including a batch release and record review process utilizing
      certificates of compliance and analysis and other reporting documents as
      appropriate between 3M and SEPRACOR. 3M shall, unless otherwise agreed, be
      responsible for testing raw materials and components, other than Compound
      and SEPRACOR Components, in accordance with 3M written specifications.
      SEPRACOR shall provide to 3M all methods currently in use at a time during
      development to be agreed upon by the parties, and 3M shall be responsible
      for development of any methods used for process measurements and any
      additional raw material test methods.

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6.7   If either party performs stability storage and stability testing of
      supplies, that Party will provide stability reports to the other Party
      corresponding to industry accepted pull points. Reports to include
      individual data points if deemed necessary by the receiving Party.

6.8   3M acknowledges that SEPRACOR has filed an IND under which Licensed
      Product will be tested and developed, and that SEPRACOR will be required
      to make regulatory commitments to FDA with respect to the development of
      Licensed Product. SEPRACOR shall use good faith reasonable efforts to
      inform 3M of such commitments and to consult 3M in connection with any
      such commitments that raise CMC issues and shall reimburse 3M for
      additional costs reasonably incurred as a result of such commitments, and
      3M shall use good faith reasonable efforts in order to operate in a manner
      that facilitates compliance with such commitments.

6.9   For the avoidance of doubt, the parties expressly agree that nothing in
      this Agreement shall be construed to limit SEPRACOR's right to conduct
      studies, including but not limited to preclinical and clinical studies,
      involving comparisons between albuterol and levalbuterol, or SEPRACOR's
      right to use or disclose the results of such studies.

7.    PAYMENT FOR ACCESS TO 3M CLINICAL INFORMATION AND THE SCALE-UP PROGRAM

7.1   In consideration for the rights of reference granted by 3M to SEPRACOR
      pursuant to Section 6.3 hereof, within [**] days of the Effective
      Date SEPRACOR shall pay to 3M a data access fee of [**] Dollars [**].

7.2   SEPRACOR shall pay 3M a service fee of [**] dollars $[**] per hour spent
      on the Scale-up Program, including time spent in writing reports,
      attending meetings, and managing the project; provided, however, that for
      the first [**] hours of work invoiced by 3M in 2002, which is the minimum
      amount of work SEPRACOR shall authorize 3M to conduct in 2002, under this
      Agreement in connection with the Scale-up Program, the service fee shall
      be [**] dollars $[**] per hour. Any other provision of this Agreement
      notwithstanding, SEPRACOR shall not have the right to terminate this
      Agreement, except for cause under section 12.1, until after the first
      [**] hours of work for 2002 are invoiced by 3M and paid by SEPRACOR under
      this Agreement in connection with the Scale-up Program. Units
      manufactured at 3M's production site will be charged as set forth in
      Schedule 6.4 based on theoretical batch size. Invoices for hourly work
      shall be submitted by 3M monthly and payment shall be made to 3M by
      SEPRACOR within [**] days of the date of 3M's invoice.

7.3   In addition to the payments in Section 7.2 above, SEPRACOR shall reimburse
      3M the reasonable cost of travel, subsistence and accommodation for travel
      in connection with the Scale-up Program at SEPRACOR's request or with
      SEPRACOR's written approval, such reimbursement to be consistent with 3M's
      internal travel policy.

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7.4   The hourly rate of [**] dollars $[**] shall remain unchanged until the
      31st December 2001, after which it may be increased [**] period to take
      into account reasonable increases in 3M's costs since the last increase
      in the hourly rate, provided that such adjustments shall not exceed the
      annual increase in the PPI (producer price index) from the prior calendar
      year.

8.    SUPPLY AGREEMENT

8.1   3M may exercise any right or fulfill any obligation in this Article 8
      itself or may procure an Affiliate to exercise such right or fulfill such
      obligation.

8.2   If SEPRACOR decides to market Licensed Product in any country or countries
      of SEPRACOR's choice, no later than the initiation of Phase III clinical
      studies SEPRACOR shall give prompt written notice to 3M following which
      the Parties shall, negotiate in good faith an exclusive Manufacture and
      Supply Agreement consistent with all relevant licensing and commercial
      supply terms contained in this Agreement and including reasonable annual
      minimum purchase requirements to be agreed upon no later than the NDA
      filing.

8.3   The Parties agree to negotiate in good faith a volume based supply price,
      to include minimums, for Licensed Product worldwide. The supply price of
      Licensed Product to SEPR.ACOR shall be a combination of unit price and
      royalty. Unit price of product will be no greater than $[**] per unit for
      the first [**] million units annually, and $[**] per unit for those units
      in excess of [**] million units annually. The royalty for the license
      granted under Section 9.3 shall be [**] percent ([**]%) of SEPRACOR's Net
      Sales Price (such royalty to be [**] when and in such countries where
      there are no issued or granted 3M Patent Rights). A supply price for
      sample Licensed Product will be negotiated by the Parties in the Supply
      Agreement. The following factors have been assumed for purposes of
      determining the above supply price:

               -   [**] actuation product
               -   SEPRACOR provides Levalbuterol tartrate at no cost
               -   3M purchase actuator, aluminum can, valve, propellant
                   and other formulation components and finished packaging
                   material
               -   3M's [**] manufacturing process is typical of other
                   3M manufactured products.
               -   3M's testing of raw materials and finished product is
                   typical of other 3M manufactured products.

      The above unit prices may be adjusted at any time prior to launch and
      thereafter annually and proportionally for any increase in 3M's Full
      Factory Cost (defined as 3M's costs for overhead, labor, raw material,
      and/or component costs directly allocable to the manufacture, labeling
      and/or packaging of Licensed Product and the cost of services supplied to
      3M by third parties which are directly allocable to the manufacture,
      labeling

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      and/or packaging of Licensed Product) including such amount as is
      necessary to allow 3M to maintain its factory cost ratio of Licensed
      Product. Such increase shall normally be no greater than PPI +1% from the
      prior calendar year. In the event of an extraordinary increase in price
      due to such factors as a shortage of raw material or change in product
      specifications or manufacturing mandated by regulatory authorities, 3M may
      increase the supply price for Licensed Product at the time it incurs such
      increase. In addition, 3M reserves the right prior to commencement of the
      Manufacture and Supply Agreement to increase the maximum price quoted
      herein for any change in the assumptions stated above or any increase in
      the cost of manufacturing Licensed Product due to an increase in the cost
      of acquiring SEPRACOR Components above the cost on the Effective date
      including any additional cost necessary to maintain 3M's factory cost
      ratio.

8.4   3M shall exclusively supply, using reasonable commercial efforts to do so,
      Licensed Product to SEPRACOR, Affiliates, and permitted sublicensees only
      and 3M shall not supply Product (not limited to Licensed Product) to any
      third party. Except as provided in Section 8.5 below, 3M shall have the
      exclusive right and license to supply SEPRACOR, its Affiliates and
      permitted sublicensee' s requirements of Licensed Product, and SEPRACOR,
      Affiliates, and permitted sublicensees shall not purchase Product (not
      limited to Licensed Product) other than from 3M, during the term of this
      Agreement.

8.5   Anything else in this Agreement to the contrary notwithstanding, SEPRACOR
      shall have the limited contractual right to procure Licensed Product for
      use in clinical trials only from a third party for such time as 3M is
      unable to provide SEPRACOR with such supply, provided, however, that (i)
      SEPRACOR shall diligently pursue obtaining regulatory approval for
      Licensed Product manufactured by 3M, (ii) neither SEPRACOR nor the third
      party supplier shall have any right to use any 3M Know-How in the
      manufacture of such Licensed Product, and (iii) from and after the time
      that 3M is able to supply Licensed Product pursuant to this Agreement or
      the Supply Agreement, 3M shall have the exclusive right and license to
      supply SEPRACOR, its Affiliates, and permitted sublicensee's requirements
      of Licensed Product during the term of this Agreement and any future
      Supply Agreement.

9.    OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS; LICENSES

9.1   Ownership of all right, title, and interest in intellectual property,
      including inventions, know-how, trade secrets and copyright, including but
      not limited to patent applications and patents, arising out of the
      Scale-up Program ("Rights") shall be allocated as follows:

      9.1:1   3M 1PC (or an Affiliate nominated by 3M IPC) shall own all
              Rights conceived solely by 3M and/or 3M Affiliate employees;

      9.1:2   SEPRACOR shall own all Rights conceived solely by SEPRACOR's
              and/or SEPRACOR Affiliate employees;

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      9.1:3   Rights jointly conceived by 3M (or a 3M Affiliate) and
              SEPRACOR (or a SEPRACOR Affiliate) shall be owned jointly by
              3M IPC (or an Affiliate nominated by 3M IPC) and SEPRACOR (or
              an Affiliate nominated by SEPRACOR). Each of the Parties shall
              have a royalty-free right to use the Rights which are jointly
              owned without the consent of and without accounting to the
              other Party independently of the other Party (with the right
              to sub-license) except as otherwise expressly provided herein.
              3M and 3M IPC shall share equally with SEPRACOR in the costs,
              fees and expenses of preparing, filing and prosecuting any
              patent application claiming jointly owned Rights and of
              maintaining and defending the Rights, provided that if either
              Party fails to pay its share, it shall assign its entire
              interest to the other Party. Unless otherwise agreed, patent
              applications shall be prepared and prosecuted by 3M IPC or, at
              3M IPC's election, an Affiliate of 3M IPC or independent
              counsel mutually acceptable to 3M IPC and SEPRACOR.

9.2   The Parties shall upon request cooperate with one another so far as
      necessary in connection with the filing of applications for patents for
      their respective inventions.

9.3   3M IPC hereby grants SEPRACOR a worldwide, royalty-bearing, non-exclusive
      license under the 3M Patent Rights and 3M Know-How to use, sell, offer for
      sale, and import Licensed Product manufactured by or for 3M under this
      Agreement or a subsequent Supply Agreement. SEPRACOR shall have the right
      to submit for listing on the FDA "Orange Book" patents under 3M Patent
      Rights that cover Licensed Product, provided that 3M and 3M IPC shall have
      no obligation to enforce any such patents and may grant licenses under the
      3M Patent Rights at 3M/3M IPC's sole discretion

9.4   If this Agreement is terminated by SEPRACOR pursuant to Section 12.2
      below, SEPRACOR will cease use of any 3M Confidential Information which
      has been disclosed to it by 3M and which is subject to the non-disclosure
      provisions of Article 11 below, and the license to 3M Know-How and 3M
      Patent Rights shall terminate.

9.5   If this Agreement is terminated by SEPRACOR pursuant to Section 12.1 or by
      3M pursuant to Section 12.3 below, the rights and obligations set forth in
      Section 6.3 shall remain in effect, and 3M and SEPRACOR shall cooperate
      diligently in the transfer, at SEPRACOR's expense, of 3M Know-How to
      SEPRACOR or an alternative manufacturer selected by SEPRACOR (subject to
      the last sentence of this Section 9.5). 3M shall continue to develop and
      supply Licensed Product to SEPRACOR under the terms of this Agreement or
      the Supply Agreement (as applicable) for up to 24 months after notice of
      termination and 3M IPC shall grant SEPRACOR such world-wide, non-exclusive
      licenses under 3M Patents and 3M Know-How to make, have made for it, use
      and sell Licensed Product at a royalty rate of 4% of Net Sales Price (such
      royalty to be reduced by one-half when and in such countries where there
      are no issued or granted 3M Patent Rights), PROVIDED, HOWEVER, that
      SEPRACOR shall indemnify 3M and 3M 1PC for any liability arising out of
      3M's continued activity after the date of notice of termination or arising
      out of use, manufacture, sale, promotion or transfer of Licensed Product
      by SEPRACOR or any third party working on behalf of SEPRACOR, from the
      date 3M provided written notice of termination. The disclosure of 3M
      Know-how to SEPRACOR or its

                                      -11-
<Page>

      third party manufacturer shall be subject to undertakings that protect the
      3M Know-How from disclosure to others or use by SEPRACOR or its third
      party manufacturer beyond the scope of the license, including but not
      limited to use with products other than Licensed Product. 3M agrees to
      provide 3M employees for consultation in connection with the transfer of
      3M Know-How to be provided hereunder for a reasonable period and at a
      reasonable rate. 3M shall have the right to deny disclosure of 3M
      Confidential Information to a third party manufacturer for reasons
      relating to the ability of the third party to manufacture Licensed Product
      according to the then prevailing product standards or the lack of
      assurance the that the undertakings relating to protection and restricted
      use of 3M's Confidential Information and 3M's intellectual property rights
      will be complied with, provided that such denial would not be unreasonable
      in the reasonable judgment of a pharmaceutical manufacturer in the
      position of 3M.

10.   WARRANTIES, DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITIES

10.1  SEPRACOR warrants that to the best of its knowledge, through in-house
      patent counsel, that as of the effective date of this Agreement, Compound,
      SEPRACOR Components, and Licensed Product, and the processes used to make
      Compound, SEPRACOR Components, and Licensed Product, except for particular
      processes and components used by 3M that are not specified by SEPRACOR,
      will not inflinge any third party patent or other intellectual property
      rights. 3M warrants that to the best of its knowledge, through in-house
      patent counsel, that as of the effective date of this Agreement, its
      manufacturing processes, not specified by SEPRACOR or based upon Compound
      or SEPRACOR Components used for manufacturing Licensed Product will not
      infringe any third party patent or other intellectual property rights
      (i.e., there would be no infringement but for some attribute of Compound,
      SEPRACOR Component, or an attribute of Licensed Product specified by
      SEPRACOR). Each Party will notify the other Party promptly in the event a
      Party receives an accusation of infringement pertaining to Licensed
      Product.

10.2  Neither of the Parties is the agent of the other nor are the Parties
      partners or joint venturers.

10.3  Neither of the Parties warrants that the Scale-up Program will result in a
      commercially, technically, or regulatorily successful Product, although
      each of the Parties shall use reasonable commercial efforts to develop
      such Product.

10.4  Although 3M and SEPRACOR will use their reasonable efforts to conduct the
      Scale-up Program, no expenditures by either Party hereunder will be
      reimbursed because the development of any products or processes has been
      unsuccessful.

10.5  SEPRACOR represents and warrants that it will supply 3M Compound and
      SEPRACOR Components meeting the agreed upon written specifications.

                                      -12-
<Page>

10.6  3M hereby represents and warrants that all Licensed Product at the time of
      shipment shall meet the agreed upon written Specifications for Licensed
      Product and be manufactured in accordance with the IND or NDA, as
      applicable, and cGMPs, provided, however, that 3M shall not be responsible
      for Licensed Product that does not meet Specifications as a result of
      SEPRACOR' s failure to supply Compound or SEPRACOR Components meeting
      specifications.

10.7  SEPRACOR warrants that it will conduct any clinical work relating to
      Licensed Product in accordance with all applicable laws.

10.8  EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN, EACH PARTY EXPRESSLY
      DISCLAIMS TO THE OTHER PARTY ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING
      WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
      NON1NFRINGEMENT, ARISING OUT OF ITS PERFORMANCE OR ATTEMPTED DEVELOPMENT
      OF A PRODUCT OR PROCESS PURSUANT TO THIS AGREEMENT.

10.9  3M Indemnification -- 3M shall indemnify SEPRACOR against and hold it
      harmless from any and all loss or liability payable to third parties for
      any and all judgments, claims, causes of action, suits, proceedings,
      losses, damages, demands, fees, expenses, fines, penalties or costs
      (including without limitation reasonable attorney's fees, costs and
      disbursements) arising from any personal injury or alleged personal injury
      to any person made against SEPRACOR or 3M with respect to use of Licensed
      Product in clinical trials to the extent that it results from 3M's breach
      of the warranty set forth in Section 10.6 or for any claim that the
      manufacturing processes or components used by 3M, not specified by
      SEPRACOR or based upon Compound or SEPRACOR Components used for
      manufacturing Licensed Product are alleged to infringe any third party
      patent or other intellectual property rights (i.e., there would be no
      infringement but for some attribute of Compound, SEPRACOR Component, or
      some attribute of Licensed Product specified by SEPRACOR), provided,
      however, 3M shall be liable to the extent and only to the extent such
      breach resulted in the harm or injury for which SEPRACOR seeks
      indemnification.

10.10 SEPRACOR Indemnification - Except as set forth in Section 10.9, SEPRACOR
      shall indemnify and hold 3M harmless from any and all loss or liability
      payable to third parties for any and all judgments, claims, causes of
      action, suits, proceedings, damages, demands, fees, expenses, fines,
      penalties and costs (including without limitation reasonable attorney's
      fees, costs and disbursements) arising from any personal injury or alleged
      personal injury to any person made against SEPRACOR or 3M which result
      from (i) use or clinical study of Licensed Product by or on behalf of
      SEPRACOR, (ii) breach of SEPRACOR's warranty in Section 10.5, or a third
      party claim that Compound, SEPRACOR Components, Licensed Product, or the
      processes used to make Compound, SEPRACOR Components, and Licensed
      Product, except for particular processes or components used by 3M that are
      not specified by SEPRACOR, infringe any third party patent or other
      intellectual property rights.

                                      -13-
<Page>

10.11 Except as set forth in Section 10.9, SEPRACOR's sole and exclusive remedy
      against 3M for failure to supply Licensed Product meeting Specifications
      shall be, at SEPRACOR's option, replacement of Licensed Product or a
      credit for the amount charged by 3M for such Licensed Product.

10.12 EXCEPT AS SET FORTH IN SECTIONS 10.9 AND 10.10 NEITHER PARTY SHALL UNDER
      ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY
      INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
      TO LICENSED PRODUCT, OR THIS AGREEMENT UNDER ANY THEORY OF LAW, INCLUDING
      BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY.

10.13 Any obligations regarding a duty to devote resources and efforts to the
      development and scale-up of products are contained in this Agreement.
      There is no implied obligation to devote any other level of resources or
      effort.

11.   CONFIDENTIALITY

11.1  In relation to the 3M, 3M IPC, and SEPRACOR Confidential Information, as
      the case may be, disclosed by one Party to the other, each Party agrees:

      11.1:1  not to provide or make available any of the other Party's
              Confidential Information in any form to any person other than
              those of its employees and agents who have a need to know
              consistent with the receiving Party's authorized use of such
              Confidential Information;

      11.1:2  not to use or reproduce any of the other Party's Confidential
              Information except for use reasonably necessary for its
              performance of this Agreement;

      11.1:3  not to publish or disclose any of the other Party's
              Confidential Information to third parties other than as
              expressly permitted in this Agreement, without disclosing
              Party's prior written consent.

11.2  The obligations of confidentiality and non-use in Section 11.1 above shall
      not apply to any part of such Confidential Information which:

      11.2:1  is disclosed only to Authorities or used only for the purposes
              of obtaining or maintaining regulatory approvals from
              Authorities concerning Licensed Products supplied by 3M; or

      11.2:2  is disclosed to or used by its Affiliates, its licensees and
              its Affiliates' licensees in the normal course of their
              business solely for the purposes set out in Section 11.2:1
              above, in which events recipients of such information shall be
              bound by

                                      -14-
<Page>

              obligations of confidentiality no less onerous then those
              contained in this Article 11; or

      11.2:3  is disclosed to Affiliates of the Parties in order reasonably to
              perform this Agreement, in which events recipients of such
              information shall be bound by obligations of confidentiality no
              less onerous than those contained in this Article 11; or

      11.2:4  subject to Section 11.3 below, is in or comes into the public
              domain in any way without breach of this Agreement by the
              receiving Party; or

      11.2:5  subject to Section 11.3 below, the receiving Party can show was in
              its possession or known to it by being in its use or being
              recorded in its files or computers or other recording media prior
              to receipt from the disclosing Party and was not previously
              acquired by the receiving Party from the discloser under an
              obligation of confidence; or

      11.2:6  subject to Section 11.3 below, the receiving Party obtains or has
              available from a source other than the disclosing Party without
              breach by the receiving Party or such source of any obligation of
              confidentiality or non-use towards the disclosing Party; or

      11.2:7  is disclosed or used to comply with the disclosure obligations of
              the patent laws of any jurisdiction in connection with any patent
              application relating to Licensed Products or any component thereof
              or

      11.2:8  is disclosed by the receiving Party (a) with the prior written
              approval of the other Party or (b) without such approval, after a
              period often (10) years from the date of this Agreement or five
              (5) years from the date of termination of this Agreement, or if
              executed, five (5) years from the date of termination of the
              Supply Agreement whichever shall be the longer period.

11.3  If the receiving Party contends any one or more of the provisions to which
      Sections 11.2:4 to 11.2:6 apply, such Party shall give written notice to
      the disclosing Party together with evidence to support such contention
      prior to being relieved of the obligations of confidentiality and non-use,
      and furnish the disclosing Party with all facts upon which the receiving
      Party's contention is based. If the disclosing Party disagrees with the
      receiving Party's contention and so notifies the receiving Party within
      thirty (30) days of receipt of notification by the receiving Party, the
      Parties shall seek to resolve the dispute among themselves within twenty
      (20) days of notification of a dispute. If not so resolved, the Parties
      shall submit the dispute to binding arbitration by a mutually acceptable
      U.S. lawyer with experience in trade secret law of the U.S. The Party
      whose contention is denied shall pay the lawyer's fees incurred on
      resolving the dispute.

                                      -15-
<Page>

11.4  Both 3M and SEPRACOR shall protect Confidential Information by using the
      same degree of care, but not less than a reasonable degree of care, to
      prevent the unauthorized disclosure or use of Confidential Information, as
      that Party uses to protect its own confidential information of like
      nature.

11.5  At such time as the Scale-up Program is terminated, and unless there is a
      Supply Agreement, each Party shall upon request return to the other in a
      secure manner all extant recorded information in its possession
      constituting the other Party's Confidential Information.

11.6  Notwithstanding the foregoing, the receiving Party shall be entitled to
      make any disclosure required by law or by any governmental or other
      regulatory authority of the other Party's Confidential Information
      provided that it gives the other Party not less than two (2) working days
      notice of such disclosure.

11.7  Each Party reserves all rights in its Confidential Information and no
      rights or obligations other than those expressly recited herein are
      granted or to be implied from this Agreement. In particular, no license is
      hereby granted directly or indirectly under any patent, invention,
      discovery, copyright or other intellectual property right now or in the
      future held, made, obtained or licensable by either Party. Nothing in this
      Agreement or its operation shall preclude or in any way impair or restrict
      either Party from continuing to engage in its business otherwise than in
      breach of the terms of this Agreement.

11.8  Nothing in this Agreement shall be construed as requiring a Party to
      disclose Confidential Information or to grant rights under licenses, or to
      render any technical assistance, which would violate any confidentiality
      undertakings or other obligations, or which would violate any present or
      future law or decree of any government or governmental officer or agency.

11.9  The Parties agree not to disclose the terms of this Agreement to third
      parties, other than Affiliates except to the extent required by law,
      without the prior written approval of the other. It is understood,
      however, that the existence of this Agreement between 3M and SEPRACOR
      itself is not confidential.

12.   TERMINATION

12.1  If one of the Parties:

      12.1:1  commits or allows to be committed a material incurable breach of
              any of its obligations in this Agreement or a breach capable of
              remedy which it shall fail to remedy within ninety (90) days (or
              thirty (30) days in the case of default in payment, except in the
              event SEPRACOR has defaulted on payment on two or more previous
              occasions in which case such required notice shall be 10 days)
              after written notice has been given to it by the Party not in
              default (specifically referring to this Section) requiring such
              remedy; or

                                      -16-
<Page>

      12.1:2  shall pass a regulation for winding-up (otherwise than for the
              purpose of a solvent amalgamation or reconstruction where the
              resulting entity assumes all of the obligations of that Party) or
              a court makes an order to that effect, or ceases to carry on its
              business or substantially the whole of its business, or becomes or
              is declared insolvent or convenes a meeting of or makes or
              proposes to make any arrangement or composition with its creditors
              or if a liquidator receiver, administrator, trustee, manager or
              similar officer is appointed of any of its assets;

      then in any such events the Party not in default nor subject to an action
      under Section 12.1:2 above may by written notice terminate this Agreement
      at such future date (being no more than six (6) months after the date of
      such notice) as it may designate, but without prejudice to any right of
      either Party to sue for any antecedent breach of this Agreement.

12.2  SEPRACOR may terminate this Agreement without cause upon thirty (30) days
      prior written notice to 3M. All charges and expenses owed to 3M prior to
      delivery of SEPRACOR's notice shall become due and payable as well as all
      charges and expenses reasonably incurred by 3M in winding down the
      Scale-up Program over the ninety (90) day period following receipt of the
      notice of termination. Such charges and expenses shall not exceed the cost
      estimated for such period by reference to the Scale-up Program.

12.3  3M may terminate this Agreement or a subsequent Manufacturing and Supply
      Agreement upon thirty (30) days prior written notice if: (i) it can
      reasonably demonstrate to SEPRACOR that Licensed Product cannot be
      scaled-up by 3M; (ii) 3M transfers, or makes a business decision to
      discontinue, substantially all of its medicinal aerosol manufacturing
      business; (iii) Licensed Product develops a clinical profile involving an
      unusually high number or frequency of serious adverse clinical events that
      threatens to seriously damage 3M's corporate reputation and/or expose 3M
      to large potential liability and/or fines; (iv) 3M receives a third party
      claim for patent infringement involving Product that threatens to
      seriously damage 3M1's corporate reputation and/or expose 3M to large
      potential liability and/or fines; or (v) if 3M reasonably believes that
      the manufacture, use, sale, or importation of Product will infringe the
      valid intellectual property rights of a third party.

13.   FORCE MAJEURE

13.1  Neither 3M nor SEPRACOR shall be liable for any delay or for the
      consequences of any delay in performing any of its obligations under this
      Agreement if such delay is due to any cause whatsoever beyond its
      reasonable control, and each shall be entitled to a reasonable extension
      of the time for performing such obligations.

14.   CONTINTJTNG RESPONSIBILITIES AND WAIVER

14.1  Any termination of this Agreement shall not affect any rights or
      liabilities, including without limitation any rights accrued pursuant to
      Article 9 above, which expressly or by implication have accrued prior to
      the date of termination, and failure by either Party in any

                                      -17-
<Page>

      one or more instances to terminate this Agreement on account of any
      default or breach by the other shall not be taken to constitute a
      condonation or waiver of the same or of any other default or breach by the
      other.

15.   NOTICES

15.1  Any notice or other document which may be given by either Party under this
      Agreement shall be deemed to have been duly given if left at or sent by
      post (whether by letter or, where the Parties agree, by magnetic tape or
      other form), facsimile transmission (confirmed by letter sent by post) or
      where the Parties expressly agree by electronic mail, in each case
      addressed as follows:

              3M:        Minnesota Mining and Manufacturing Co.
                         3M Center, Building 275-3E-10
                         St. Paul, MN 55 144-1000 USA
                         Attention: General Manager, Drug Delivery Systems
                         Fax: (651) 737-5265

              SEPRACOR:  Sepracor Inc.
                         111 Locke Drive
                         Marlborough, MA, 01752
                         Attention: President
                         Fax: (508) 357-7492

      or any other address notified to each other in writing in accordance with
      this Section as an address to which notices and other documents may be
      sent.

15.2  Any such communication shall be deemed to have been received by the other
      Party (if by post) five (5) days after the date of posting and if by
      facsimile transmission on the working day following transmission. Any
      communication by electronic mail shall be deemed to have been received on
      the working day following the day on which the communication is first
      stored in the other Party's electronic mailbox.

16.   WHOLE AGREEMENT AND VARIATION

16.1  This Agreement shall take affect in substitution for all or any previous
      agreements relating to its subject matter, whether formal agreements or
      agreements that would be inferred from the Parties' correspondence and/or
      oral statements and/or conduct, and all or any such agreements shall be
      deemed to have been terminated by mutual consent with effect from the date
      upon which this Agreement commences.

16.2  This Agreement embodies the entire understanding of the Parties and there
      are no other arrangements or understandings between the Parties relating
      to its subject matter. No amendment or modification of this Agreement
      shall be valid or binding upon either of the Parties unless made in
      writing and signed by an authorized representative.

                                      -18-
<Page>

17.1  This Agreement and the rights granted in it and obligations undertaken may
      not be assigned by either of the Parties without the express written
      consent of the other, except:

      17.1:1  in the case of 3M on the sale or other transfer of substantially
              its entire business in aerosol propelled drugs, or

      17.1:2  3M may assign temporarily or permanently this Agreement or any
              rights granted or obligations undertaken to any Affiliate. 3M
              shall be responsible for the compliance by its Affiliates with the
              terms and conditions of this Agreement.

      17.1:3  SEPRACOR may assign this Agreement and its rights and obligations
              hereunder in connection with the transfer or sale of all or
              substantially all of its assets related to pharmaceutical
              business, or in the event of its merger or consolidation or change
              in control or similar transaction, provided that 3M may terminate
              unless the assignee covenants to continue with development and
              commercialization of Licensed Product at least the same or greater
              level as SEPRACOR immediately prior to the assignment.

18.   SEVERANCE

18.1  The provisions of this Agreement shall be deemed to be severable and thus
      if any part or parts of this Agreement are rendered void, invalid or
      unenforceable, such rendering shall not affect the validity or
      enforceability of the remainder unless the part or parts which are so
      rendered substantially impair the value of the whole Agreement to either
      Party. Subject to this, such part or parts of this Agreement so rendered
      shall be renegotiated between the Parties in such a way as to render the
      same valid and enforceable, and to achieve (to the extent possible) the
      economic, business and other purposes of the lawful provisions.

19.   INSURANCE

      SEPRACOR shall at its own expense obtain and maintain insurance of a type
      and amount as may be necessary to protect its interests and obligations
      connected with performance under this Agreement. SEPRACOR shall not do or
      omit to do any act, matter or thing which could prejudice or render
      voidable any such insurance. SEPRACOR shall, upon request by 3M, provide a
      certification evidencing the insurance or any renewal. SEPRACOR shall
      notify 3M of any material change in any such insurance arrangements, if
      possible, prior to such material change, but in any event, as soon as
      possible.


                                      -19-
<Page>

20.   DISPUTE RESOLUTION

20.1  NON-BINDING MEDIATION. Disputes arising between the Parties relating to
      the making or performance of this Agreement (including ownership of
      intellectual property rights, breach of confidentiality, inventorship,
      etc.) shall be resolved in the following order of preference: (i) by good
      faith negotiation between executives of 3M and SEPRACOR who have authority
      to fully and finally resolve the dispute; (ii) if necessary, by
      non-binding mediation at a location acceptable to both Parties using a
      neutral mediator having experience with the industry under the Center for
      Public Resources Model Procedure for Mediation of Business Disputes (with
      the costs therefor shared equally); or (iii) as a last resort only, by
      arbitration of inventorship disputes as provided in Section 20.2 of this
      Article, or by litigation of any other disputes.

20.2  INVENTORSHIP DISPUTES. If the parties are unable to resolve any dispute
      regarding inventorship by negotiation or mediation under Section 20.1 of
      this Article, they agree to submit such dispute to binding arbitration
      under the Center for Public Resources Rules for Non-Administered
      Arbitration of Patent and Trade Secret Disputes. The arbitrator shall be
      an independent patent attorney residing in the United States and
      registered to practice before the United States Patent and Trademark
      Office. The arbitrator shall resolve the inventorship dispute in
      accordance with the laws of the United States within three (3) months of
      his or her appointment. The parties agree to supply to the arbitrator such
      documentary evidence of inventorship as they wish to rely upon together
      with a written statement of their position not to exceed twenty (20) pages
      in length within twenty (20) days of the appointment of the arbitrator.
      Unless the Parties agree to rely on affidavits, the arbitrator shall set a
      hearing at which each Party shall have up to eight (8) hours to present
      witnesses and to cross examine the witnesses for the other Party. If there
      is a hearing, each Party shall provide a statement summarizing the
      testimony of each of its witnesses to the other Party and the arbitrator
      at least fifteen (15) days in advance of the hearing. The arbitrator's
      award shall be in writing not to exceed twenty (20) pages in length and
      shall include reasoning in support of the award. The resolution of the
      arbitrator shall be final and binding on the Parties, without right of
      appeal.

20.3  CONFIDENTIALITY. All negotiations and proceedings under Sections 20.1 and
      20.2 of this Article 20 shall be treated as Confidential Information in
      accordance with the provisions of Article 11 (Confidentiality) of this
      Agreement, and shall also be treated as compromise and settlement
      negotiations for purposes of Rule 408 of the Federal Rules of Evidence and
      comparable state rules of evidence. Any mediator or arbitrator shall be
      bound by an agreement containing confidentiality provisions at least as
      restrictive as those contained in Article 11 (Confidentiality) of this
      Agreement.

20.4  EQUITABLE RELIEF. Nothing herein shall preclude either party from taking
      whatever actions are necessary to prevent immediate, irreparable harm to
      its interests. Otherwise, these procedures are exclusive and shall be
      fully exhausted prior to the initiation of any litigation.

20.5  GOVERNING LAW; PERSONAL JURISDICTION: WAIVER OF JURY. Any questions,
      claims, disputes, remedies or procedural matters arising out of or related
      to this Agreement shall be

                                      -20-
<Page>

      governed exclusively by the laws of the State of Delaware, without regard
      to the principles of conflicts of law. The Parties agree that Minnesota
      and Massachusetts have a substantial relationship to this transaction, and
      each Party consents to personal jurisdiction in the courts of Minnesota
      and Massachusetts and agree that if a suit is commenced by SEPRACOR it
      shall be brought in Minnesota and if a suit is commenced by 3M or 3M IPC
      it shall be brought in Massachusetts. THE PARTIES FURTHER HEREBY CONSENT
      TO WAIVER OF ANY CONSTITUTIONAL, STATUTORY OR COMMON LAW RIGHT OF TRIAL BY
      JURY.

IN WITNESS WHEREOF, the Parties, through their respective duly authorized
officers, have executed this Agreement to be effective as of the Effective Date
first above written.

Signed: John Sampson           Title:                          Date: 12/20/01
       -------------------           ---------------------          ---------
For and on behalf of 3M

Signed: Gary L. Griswold       Title:                          Date: 12/20/01
       -------------------           ---------------------          ---------
For and on behalf of 3M IPC

Signed: James O'Shea           Title: President                Date: 12/20/01
       -------------------           ---------------------          ---------
For and on behalf of SEPRACOR

                                      -21-
<Page>

Schedule 1.12 -- Specifications (to be determined)
Schedule 1.7  -- Scale-up Program
Schedule 6.4  -- Pricing of Product for Clinical Supplies and Scale-Up batches
Schedule 6.6  -- Quality Assurance and Quality Control Responsibilities (to be
                 determined)

                                   Page 1 of 3
<Page>

               Schedule 1.12 -- Specifications (to be determined)

                                   Page 1 of 3
<Page>

                                                                    Confidential

                        Schedule 1.7 -- Scale-up Program

                                   Page 1 of 3
<Page>

              SEPRACOR XOPENEX(R) HFA MDI PROCESS SCALE-UP PROJECT
                                December 12, 2001

GENERAL ASSUMPTIONS

-    Project initiation is December 1, 2001.
-    The plan is designed to develop a process that supplies nominal [**]-dose
     product per US requirements.
-    The plan assumes that the optimization runs will meet required
     process/product acceptance criteria for a US product.
-    Only 1 container/closure system is to be developed for the product assuming
     use of Sepracor components. [**].
-    The dates stated are all estimates. However, the earliest commercialization
     date is a primary objective goal of both companies.
-    The project is taken to the point that 3M provides the [**] manufacturing
     process, DMF references and stability data portions of the NDA. The cost
     estimates exclude additional time for 3M review and comments on the NDA
     package, responses to FDA and responding to NDA deficiencies.
-    No critical issues develop during the course of the project.
-    OUS clinical supplies will not be needed from the registration batches.
-    Process validation will not be performed until commercialization batches.
-    NDA submission will occur after completion of the Sepracor generated
     stability report covering the testing interval identified as required to
     support the NDA submission. The NDA submission date will not necessarily be
     contingent upon the availability of 12 months stability data. The NDA will
     be amended with additional stability data as available.
-    Product costs are in addition to development costs.

LAB PROCESS INVESTIGATIONS

-    The Sepracor data package contains sufficient information on crimp
     optimization to minimize 3M's investigation time.
-    Sepracor will perform pharmaceutical performance testing on lab scale
     samples to confirm equivalent product performance to the current process
     prior to full scale batch manufacture.
-    Appropriate clean testing studies and methods currently exist.

PROCESS OPTIMIZATION

-    At least [**] lots (preferably more) of all raw materials provided by
     Sepracor ([**]) are available to manufacture all [**] initial batches of
     product.
-    The manufacturing dates are not yet reserved. Availability of the
     production facility will be based on the production schedule at the time
     the development agreement is finalized. Delays in the plan may occur if
     manufacturing conflicts are found.

                                   Page 1 of 3
<Page>
                                                                    Confidential

              SEPRACOR XOPENEX(R) HFA MDI PROCESS SCALE-UP PROJECT
                                December 12, 2001

-    For initial process optimization purposes, [**] batches will be run at full
     scale capacity ([**] units) with [**] at the edge of process tolerances
     (high and low) and [**] at the nominal setpoints.
-    In-process testing will be performed on the [**] nominal process batch
     prior to manufacture of the [**] batches at nominal settings.
-    The optimization batches will be filled in the following sequence: [**].
-    The plan assumes that the first [**] lots of product manufactured at the
     nominal process settings meet specifications. If the [**] batches are
     found to be acceptable, they will be utilized for NDA clinical trials and
     NDA stability testing.
-    If the [**] batches at nominal process settings are placed on NDA stability
     then batches #[**] and [**] will only be manufactured to provide
     information for the process performance requirements for the CMC section of
     the NDA.
-    Batches [**] and [**] are not to be placed on NDA stability. This places a
     higher risk on the stability performance of the first [**] batches.
-    If the optimization runs are not successful in meeting acceptable
     product/process criteria, additional optimizations will be required.
-    Process maintenance runs are only listed through 2005, but will be
     necessary on an annual basis until approval of the product.

REGISTRATION STABILITY/CLINICAL SUPPLIES

-    Stability testing will be performed on nominal [**]-dose product only to
     US requirements. Additional raw material or finished product testing for
     OUS markets is not included in this plan.
-    3M will perform pivotal stability, according to a pie-defined protocoL
     Responsibility for the testing of these samples will be shared between 3M
     and Sepracor until analytical methods have been fully transferred to 3M.
     Samples will be stored in stability ovens at both 3M and Sepracor during
     this period.
-    All stability protocols will be developed jointly by both Sepracor and 3M
     prior to study initiation. 3M DDS will be responsible for developing all
     manufacturing protocols which will be subject to Sepracor QA review. All
     summary reports will he jointly reviewed by both Sepracor and 3M DDS.
-    No lot will be placed into a clinical study until full review of the
     resulting batch clearance testing and protocol sample testing and agreement
     between Sepracor and 3M Drug Delivery. Testing, review and approval of data
     should be targeted for completion within [**] weeks from availability of
     samples.
-    Release of the [**] batches at the nominal process settings for use in
     clinical studies is to be contingent on review and consideration of the
     test data from the [**] optimization batches at the extreme process
     conditions.
-    For interim stability testing intervals, Sepracor will accept and 3M may
     provide QA data sheets within [**] weeks of the testing interval per agreed
     upon format.

                                   Page 2 of 3
<Page>

              SEPRACOR XOPENEX(R) HFA MDI PROCESS SCALE-UP PROJECT
                                December 12, 2001

+    Method crossovers will initially be between Sepracor and 3M St. Paul.
     Analysts from St. Paul will perform the in-process testing for the
     optimization batches. Method crossovers between 3M St. Paul and the
     Northridge QC lab have been added as a separate set of tasks and will occur
     at a later date to expedite method training and crossovers.

DEVELOPMENT COSTS

The following cost estimates assume full stability testing by 3M. Depending on
the timing of analytical method transfer from Sepracor to 3M, the actual 3M
Development Costs may be lower.

<Table>
<Caption>
                                          2001         2002         2003         2004         2005      2006
                                    ------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>           <C>          <C>          <C>
   @ $[**]/hour                     $   [**]        $ [**]       $ [**]       $  [**]      $  [**]   $  [**]
                                    ----------  -----------  -----------   ----------   ----------   -------
   Incremental increase for [**]    $   [**]        $ [**]       $ [**]       $  [**]      $  [**]   $  [**]
   hours charged at $[**]/hour
   (Section 7.2) not reflected
   in subsequent Cost Summary
   document
                                    ----------  -----------  -----------   ----------   ----------   -------
   Total                            $   [**]        $ [**]       $ [**]       $  [**]      $  [**]   $ 2,800
                                    ----------  -----------  -----------   ----------   ----------   -------
</Table>

PRODUCT COSTS

+    [**] batches at full scale ([**] units/each) = [**] units.
-    This does not include process maintenance lots (estimated at [**]
     per year until product approval).

                                   Page 3 of 3
<Page>

             Schedule 6.4 - Pricing of Product for Clinical Supplies

Pricing of Product will be $[**] per unit based on theoretical batch size.
Pricing assumes:

-     SEPRACOR provides Compound.
-     SEPRACOR Components are canister, valve, actuator.
-     3M provides Samples to SEPRACOR in a bulk packaged unlabelled format.
-     Batch size minimums are defined by 3M process.
-     FOB 3M's manufacturing location.

                                      -26-
<Page>

Schedule 6.6 - Quality Assurance and Quality Control Responsibilities (to be
               determined)

                                      -26-