MATERIAL NOTED WITH [**] IS CONFIDENTIAL AND HAS BEEN OMITTED, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION SUPPLY AGREEMENT

Exhibit 10.66

Execution Version

MATERIAL NOTED WITH [**] IS CONFIDENTIAL AND HAS BEEN OMITTED, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

SUPPLY AGREEMENT

THIS IS A SUPPLY AGREEMENT (the “Agreement”) dated as of October 1, 2007 (the “Effective Date”), between West Pharmaceutical Services, Inc., a corporation having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“West”), and Becton, ▇▇▇▇▇▇▇▇▇ and Company, a corporation having its principal place of business at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (“BD”).

BD desires to purchase from West, and West desires to sell to BD, products made from West formulations and listed on Exhibit A hereto (as referenced by the BD Item Number and  West product number) (the “Products”) on the terms and subject to the conditions set forth below.  Accordingly, the parties hereto, intending to be legally bound, agree as follows:

1.             Agreement to Sell and Purchase Products.

1.1           West will sell to BD and BD will purchase from West Products to be supplied to the BD manufacturing sites as listed on Exhibit A (individually a “Site” and collectively “Sites”) in accordance with the terms and subject to the conditions of this Agreement, including the Exhibits hereto.

1.2           West agrees to supply to BD and BD agrees to purchase from West the specified percentage of BD’s annual purchase requirements of a particular Product and “alternate product” for that Product for the Site as set forth in Exhibit A attached hereto; provided, however, there are no such purchase requirements for any Products to be purchased to be used by BD Pharm Systems.  For the purposes of this Section, an “alternate product” is an item manufactured by or sourced from a third party that serves the same function as, is roughly similar in design to and can be

used in substitution with a Product without affecting or requiring a regulatory filing or regulatory approval by BD or its customers.

1.3           The percentage purchase requirement for Products described in Section 1.2 shall apply regardless of whether BD transfers existing manufacturing lines for these Products within the United States, Spain or the United Kingdom.  [**]

1.4           Notwithstanding anything in this Agreement to the contrary, West hereby confirms that it shall continue to supply Products molded from [**].

2.             Price and Price Adjustments.

2.1.          Product prices and currency of payment are set forth on Exhibit “A” hereto.  Product prices shall be firm through the 5-year Term of this Agreement, subject to this Section 2 and Exhibits B through F.

2.2.          For the contract year beginning October 1, 2008, subject to Section 2.6, 2.7, 2.8, 2.9 and 2.10, the prices set forth in this Agreement for Products other than plastic Products manufactured by West may be adjusted based on [**].  Price adjustments shall become effective as of the beginning of the applicable contract year.  For purposes of this Agreement, the term “contract year” or “FY” means a twelve month period beginning on an October 1 during the Term and ending the following September 30.

2.3.          The prices set forth in this Agreement for plastic Products [**].  Such adjustments shall be made on a proportional basis each calendar quarter during the Term using the change in the applicable resin prices over the preceding three month period.  West shall provide reasonable documentation of such cost changes as requested by BD.

2.4.          Product prices reflected in this Agreement are based upon the Product Specifications (as defined in Section 15.1).  Prices for items sold by West but not

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listed on Exhibit A and Products for which BD requires the Product Specifications to be revised shall be quoted by West at BD’s request.

2.5.          Pricing for Pharm Systems. The prices for Products sold to BD Pharm Systems are subject to the adjustments provided in Section 2.2 and Exhibit C.

2.6.          Pharm Systems PIM to CM Conversion. The categories of Products identified on Exhibit C as “PIM NS High Runners”, “PIM NS Low Runners”, “PIM TC” and “PIM NS (US)” shall collectively be referred to as the “PIM Products”.  [**].  If BD submits a purchase order for the CM tooling to West, then the [**] price change in the FY08 column in Exhibit C for the PIM Products will be reduced to [**] once BD places its first commercial orders for PIM Products manufactured with the new CM tooling; provided, the reduced price shall be [**].  If BD requires production out of a United States or European plant which currently does not produce that particular PIM Product, West will communicate new pricing for BD’s business case evaluation.

2.7.          Pricing for BD San ▇▇▇▇▇▇▇, Spain. The prices for Products listed in Column C of Exhibit D that are purchased by BD’s San ▇▇▇▇▇▇▇ plant from West’s St. Austell plant shall be [**].

2.8.          New Formula Development. [**].  BD shall use commercially reasonable efforts to accurately forecast its requirements for Products manufactured by West using raw materials sourced from Goodyear to enable West to minimize its inventory of such raw materials, and BD and West shall work together in good faith to coordinate the consumption of the inventory of Goodyear raw materials prior to migrating to the new formulation.

2.9.          Low Cost Manufacturing Site Pricing. [**].  BD and West will negotiate the actual price reduction at the time of implementation based on the mutual agreement between BD and West.

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2.10.        Pre Analytical Systems VMS Sleeves Pricing.  [**]; thereafter, these Products will be subject to annual increases at the rate of [**] of the US PPI Index for the remainder of the Term.  BD shall approve the transfer of the manufacture of [**] and the VMS Sleeve Products shall cease to be counted in any rebate calculation until BD approves the transfer of VMS Sleeve Product manufacturing to that LCMS.

3.             Rebates.

3.1.          Pharm Systems Rebate.  Rebates payable to BD Pharm Systems will be based on the growth of total annual purchase spend with West as set forth in Exhibit F.  Rebates will be separately calculated by each West plant in the currency in which West is paid for the associated Products, then converted to U.S. dollars at the rate of 1 Euro to 1.27 U.S. Dollars.  If a rebate is due pursuant to Exhibit F, West will then aggregate all such rebate amounts and pay the rebate to BD in a single check.

3.2.          On October 15, 2008 and each of the  next four anniversaries of that date, West shall provide BD Pharm Systems with an accounting of the rebate payable to BD Pharm Systems with respect to the applicable purchases of Products during the contract year ending the preceding September 30.  The rebate shall be paid by West to BD by November 15 of each year.

3.3.          Pre Analytical Systems Rebate for VMS Sleeves.  Rebates payable to BD Pre Analytical Systems shall be calculated as set forth in the Exhibit F attached hereto.

3.4.          BD Pre Analytical Systems shall receive quarterly rebate payments by check based upon the amounts paid by BD to West each calendar quarter for VMS Sleeves during FY08 and FY09.

3.5.          For purposes of calculating rebates for Products in a particular contract year, BD shall receive credit for orders placed where West is unable to ship when requested by BD, so long as BD has provided appropriate lead times for delivery, and for

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shipped Products which have been rejected by BD for failure to comply with the Product Specifications; provided, that no credit shall be allowed for the replacement, conforming shipment.  In this event, the Rebate associated with the late-shipped or non-conforming Products shall be included in the Rebate in the following contract year (or if there is no Rebate, paid to BD).

3.6.          [**]

3.7.          By the fifteenth day of each calendar quarter during the Term, West will provide BD with a quarterly and year-to-date report of all shipments of Products covered in this Agreement, indicating the ordered quantity and supplied quantity by West and BD Product numbers, West facilities at which the shipped Products were manufactured, and other relevant particulars.  The reports shall include sales by items and amounts paid in local currency, and shall be sent by West’s Account Manager to BD’s Category Manager

4.     Taxes.  All sales and use taxes, and import and export duties levied by any governmental body relating to this Agreement shall be paid by BD.

5.     Supplier Management Program.  BD has instituted a Supplier Management Program by which it tracks the performance of its suppliers and develops with those suppliers processes designed to improve supplier performance across a set of defined metrics.  West shall participate in the Supplier Management Program and meet with BD stakeholders on a quarterly basis.

6.     Purchase Orders and Forecasts; Site Approval.

6.1.          Firm orders for Product shall be placed by BD in writing or by telephone, provided that all telephonic orders are confirmed in writing promptly thereafter, in Europe to the West sales office appropriate for the BD location, and in the United States to the location designated by West.  All orders shall specify quantities ordered, delivery and shipping instructions and such other information as West may reasonably request in order to allow West to fill the order.  West will notify BD of the current lead times for Products at the parties’ Quarterly

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Business Reviews or otherwise if necessary; BD will schedule the delivery of all Products ordered hereunder in accordance with the most recent lead times provided by West.

6.2.          Forecast.  No later than three (3) calendar months prior to the end of each Contract Year, BD will advise West in writing of its estimated requirements for Products for each Quarter of the next succeeding Contract Year (each such estimate is a “Forecast”).  In addition, BD may, in its sole discretion, update its Forecast no more often than monthly.  Forecasts do not constitute Purchase Orders or commitments to purchase Products.

6.3.          Purchase Orders.  At least thirty (30) days prior to the beginning of each Quarter or calendar month during the Term, a BD Site shall place a Purchase Order for such Quarter or calendar month.  Each Purchase Order shall specify the quantity of Products ordered, the required delivery date and the shipping address.

6.4.          Exceeding the Forecast.  Should BD request West to supply Products in excess of the applicable Forecast, West shall use commercially reasonable efforts to meet BD’s request.  BD Spain and West will develop a program to improve forecasts and deliveries by June 1, 2008; provided that if the program is not developed and implemented by that date, any penalties that have been or could be imposed pursuit to Section 6.5.2 shall be waived for the particular circumstances giving rise to such penalty.

6.5.          Deliveries under Purchase Orders.  West shall satisfy all requirements under each Purchase Order or other document delivered by BD requesting delivery of Products by the date specified therein as confirmed by West (the “Delivery Date”).

6.5.1.       [**]

6.5.2.       [**], and if such Product is one for which, pursuant to Exhibit A, BD must purchase 100% of its requirements from West, then the percentage purchase requirement will be reduced by [**] for each Reduction Event.

6.6.          Form and Conflicts.  A purchase order will be made on such form of Purchase Order or document as BD may specify from time to time in writing; each Purchase Order and any

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acknowledgement thereof, whether printed, stamped, typed or handwritten shall be governed by the terms of this Agreement.  None of the provisions of such Purchase Order or acknowledgment shall apply except for those specifying the Product and quantity ordered, Delivery Dates and any special shipping instructions.

6.7.          Manufacturing Location Change.

6.7.1        In the event that West desires and is able to demonstrate through supporting documents that it should move the manufacturing of any Product to an alternate West plant so as to prevent that Product from becoming noncompetitive, BD shall inspect and will consider the alternate West manufacturing site. The qualification of alternative sites will be considered for approval by BD provided a reasonable business case to BD can be demonstrated.  As part of the business case for approval the parties shall negotiate in good faith any new price and currency of payment due to manufacturing at the new West site recommended by West.

6.7.2        In the event that BD desires and is able to demonstrate through supporting documents that West should move the manufacturing of any Product to an alternate West plant so as to prevent that Product from becoming noncompetitive, West shall consider the alternate West manufacturing site.  The qualification of alternative sites will be considered for approval by West provided a reasonable business case can be demonstrated by BD.  As part of the business case for approval the parties shall negotiate in good faith any new price and currency of payment due to manufacturing at the new West site recommended by BD.

6.7.3        The following minimum notice periods shall be applicable in the event of the proposed manufacturing location change (including without limitation a migration to an LCMS):  (i) [**] years for any Product sold to BD Pharm Systems; (ii) [**] for any West manufacturing location that is not currently supplying any products to BD; (iii) [**] for a BD business unit for the transfer to a West site which is currently manufacturing Products  for another BD business unit; and [**] for transfer of a Product from one West site to another West site currently manufacturing that same Product for that BD business unit.

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7.            Order Cancellations.

Orders within current lead-times are not subject to cancellation, change, reduction in amount or suspension of deliveries, except with West’s consent.  Orders outside of current lead-times are subject to cancellation, change, reduction in amount or suspension of deliveries so long as the raw materials associated with such orders have not been purchased or the manufacturing of the Products in such order has not begun.  West’s failure to deliver as promised or West’s notification to BD of West’s inability to meet agreed-upon lead times will allow BD, in addition to any other rights it may have, the option to cancel the order for that delivery and source that order from an alternate supplier.

8.            Payment Terms.

8.1.  Unless otherwise provided herein, BD shall pay to West the Price for Products (in the currency in which the Price is stated on Exhibit A) of each shipment of Products within thirty (30) days after the applicable Delivery Date.   For the West Plants participating in the consignment program the payment will be made every 2 weeks on the actual consumption. For Products shipped to BD Pharm Systems at Columbus from any West plants in Europe or the United Kingdom, [**].

8.2.    West agrees to work with BD to develop a plan to implement a full e-Connectivity program with BD in a phased manner. [**] to receive purchase orders, scheduling agreements, deliver the advance shipping notes (ASN’s) and invoices and receive e-payment.

9.           [INTENTIONALLY OMITTED]

10.        Delivery; Risk of Loss.  Unless otherwise agreed, all sales of Products manufactured at West plants located in the United States sales are F.O.B. point of manufacture and all sales of Products manufactured at West plants located in Europe and the United Kingdom are DDP with the exception of shipments to BD’s San ▇▇▇▇▇▇▇ and Plymouth plants, which will be F.O.B. point of manufacture.   Shipping dates are estimates only, but West will endeavor to ship by that date based upon prompt receipt from BD of all necessary shipping and other information.  Delivery of 10% more or less than the quantity specified shall

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constitute fulfillment of the order and such order shall be deemed closed.  West reserves the right to make delivery in installments, which shall be separately invoiced and paid for by BD when due per invoice, without regard to subsequent deliveries.

11.          Storage.  If Products are not shipped within 30 days after notification has been made to BD that they are ready for shipping for any reason within BD’s reasonable control, including BD’s failure to give shipping instructions, West may store the Products at BD’s risk and expense in a warehouse or upon West’s premises, and BD will pay all handling, transportation and storage costs at the prevailing commercial rates within thirty (30) days following West’s submission of invoices for such costs. If shipping or progress of the work is delayed or interrupted by BD directly or indirectly, BD will pay West for all resulting additional charges.

12.          Insurance.  Until payment in full of the purchase price, BD shall maintain insurance covering all Products sold by West to BD in such amounts and against such risks as is customary by companies engaged in the same or similar business and similarly located, and shall, upon West’s request, furnish evidence of such insurance satisfactory to West.

13.          Inspection.  Except for Products which BD notifies West are certified, BD will visually examine each shipment upon its arrival at the specified destination in accordance with BD’s standard sampling and other inspection procedures, and will promptly notify West in writing of any shortage, loss or damage apparent under reasonable visual examination.  Failure by BD to notify West within 60 days of such examination will constitute a waiver of all claims for such shortage, loss or damage solely to the extent they are not latent. Claims for loss or damage to Product in transit by common carrier must be made by BD to the carrier and not West.  If defects in excess of those permitted under the associated Product Specifications (including without limitation AQLs) are detected and a joint investigation by BD and West confirms that Products did not conform to their Specifications, then the provisions of Section 15 shall apply.

14.          Unavoidable Delays.  West assumes no responsibility for any loss or damage occurring by reason of delay or inability to deliver caused by fires, strikes, accident, delays of common

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carriers or from any other cause which is unavoidable and beyond West’s reasonable control and without the fault or negligence of West.  Should any of such events occur, West shall give prompt notice to BD of such cause, and shall take whatever commercially reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.  Notwithstanding the foregoing, BD, at its option, may cancel its order with respect to any undelivered goods or extend the delivery date for a period equal to the time lost because of such delay.  If BD elects to so cancel the order, West will be released from all liability for failure to deliver Products subject to the order in question.

15.          Warranties; Remedies and Limitations of Liability.

15.1         Product Warranty.  West represents to BD that as of the date of shipment, the Products shall conform to the specifications mutually agreed to in writing by West and BD (collectively, the “Product Specifications”); provided, that if the parties have not mutually agreed in writing to a specification for a Product, West will not accept a purchase order for said product without a written deviation from BD.  BD acknowledges and agrees that all Products are sold only on the basis that it is the sole responsibility of BD to assure that the Products are fit for the uses and purposes for which BD intends to use them, and are compatible with BD’s particular product and its processing and packaging methods.  THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  The warranties in this Agreement run solely to BD.

15.2         Remedies of Seller.  West will promptly replace any of the Products shown to be nonconforming to Product Specifications at time of shipment, or at West’s option, provide BD with a credit for their contract price. Products claimed to be nonconforming shall not be returned without West’s prior written approval.  West may request that BD destroy nonconforming Product, such destruction to be

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certified in writing by an authorized representative of BD.  In the event the parties are unable to agree on whether a Product conforming to the applicable Product Specification within thirty (30) days of West receipt from BD of a notice claiming Product nonconformance, the matter shall be submitted to an independent third party laboratory for its determination which will be binding upon the parties.  The cost charged by the third party laboratory will be for the account of West if the Products in dispute are found to be nonconforming and to BD if the Products in dispute are found to conform to the Product Specifications.  EXCEPT AS PROVIDED IN SECTION 15.3, THE PROVISIONS OF THIS SECTION 15 SET FORTH BD’S EXCLUSIVE REMEDY AND WEST’S SOLE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO PRODUCT DEFECT OR NONCONFORMANCE, WHETHER TORT OR IN CONTRACT AND IN NO EVENT SHALL WEST BE LIABLE FOR ANY OTHER FURTHER DAMAGE, COST, EXPENSE OR LIABILITY OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, INCLUDING WITHOUT LIMITATION ANY INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL BD BE LIABLE HEREUNDER FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES EXCEPT FOR LOST PROFITS FOR PRODUCTS ORDERED WHICH ARE WITHIN THE APPLICABLE LEAD TIME WINDOW STARTING AS OF THE DATE OF TERMINATION OF THE AGREEMENT.

15.3         Notwithstanding anything contained in Section 15.2 to the contrary, the foregoing limitation of remedy shall solely apply as between the parties hereto, and shall not limit West’s liability to third parties for claims alleged or brought directly against West or claims alleged or brought against BD where BD timely joins West as a third party defendant (or where claims have only been alleged, where BD requests that West participate in settlement discussions), to the extent of West’s liability to such third party. Nothing contained in this Agreement shall be construed, and the absence herein of any express indemnification of BD by West shall not be construed, as a waiver, either express or implied, by BD of or as a limitation on the

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right of BD to pursue any common law right to indemnity or contribution from West.

15.4         West represents and warrants that it owns or has valid rights to use all of the intellectual property rights or other proprietary rights which are used, employed or embodied in the manufacture of the Products, and that the Products do not infringe upon any patent or other proprietary right of any third party, except to the extent of any BD-supplied intellectual property or other proprietary rights.

16.        Drawings and Tooling.

16.1         All West specifications, drawings, designs, data, information, ideas, methods, patterns, and/or inventions made, conceived or developed without BD Confidential Information will vest in and inure to West’s sole benefit notwithstanding any charges therefore which may have been or may be imposed by West.

16.2         All BD specifications, drawings, design, data, information, ideas, methods, patterns, and/or inventions made, conceived or developed without West Confidential Information will vest in and inure to BD’s sole benefit.

16.3         Continuous Improvement - Specification Changes: BD continually reviews new technologies and materials to meet changing customer needs, government/regulatory requirements, improve efficiencies and/or quality.   Such reviews may result in the development of new products which could obviate BD’s need for an existing Product. In the event that BD develops such new products and provided that BD is not precluded from doing so due to issues of confidentiality (either imposed by third party or due to competitive issues with West) then BD shall include West in its list of possible suppliers and to consider, in good faith, proposals presented by West with regard to such new BD products.

16.4         Maintenance for and the assessment of the tooling (including molds and dies) used by West to manufacture Products hereunder shall be managed as follows:

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16.4.1      New and Replacement Tools.  The manufacture of new tools and replacement tools manufactured by West shall be the subject matter of separate written development agreements signed by both parties.  [**].  In addition, West will perform a Mold Condition Review (“MCR”) on new and replacement tools [**] during the useful life of the tooling; provided, however, for molds older than two years such review shall be performed [**].

16.4.2      Existing Tools.  West shall perform an MCR on tools that are in existence as of the date of this Agreement that are used by West to manufacture Products hereunder on a [**].  BD shall be liable for the expense of any maintenance and/or repairs to the tooling.  When appropriate, West shall provide BD with a proposed development agreement to address the manufacture of replacement tooling for those tools that warrant replacement.

16.4.3      Annual Tooling Meeting.  BD and West shall meet annually to review the condition of the existing tooling, any new and replacement tooling being manufactured, and expected tooling requirements for the ensuing year.  In connection with the annual tooling meetings and in no event later than the end of the first quarter of each Contract Year, West shall provide an estimate of any replacement tooling requirements (in U.S. Dollars) by Product, for each BD manufacturing location purchasing Products pursuant to this Agreement.

16.4.4      Tooling Quotes.  West will provide BD with a percentage breakdown of the component costs of any tooling quotations in all applicable development agreements.

16.5         Injection molding tooling (including molds and dies) for plastic Products designed or fabricated by West on or after the Effective Date that are paid for by BD will be owned and returned to BD upon request. All other tooling designed or fabricated by

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West shall be owned by BD (once paid in full) but shall not be provided to BD under any circumstances.  Tooling supplied by BD will be returned to BD upon BD’s request and will be shipped F.O.B. West’s plant and subject to normal packing charge.  Tooling which has not been used for a period of [**] in the manufacture of Products is deemed to be inactive.  West shall only impose its tooling storage fee of [**] per tool per year if BD notifies West that it is discontinuing the use of a tool but [**] or more will be subject to unilateral disposition by West.  If BD requests that Products be manufactured using an inactive tool, that inactive tool must first be inspected and revalidated; the inspection and revalidation shall be performed at West’s then-current rates. All expenses associated with maintaining and using inactive tooling beyond routine maintenance costs shall be borne by BD.

17.                         Term and Termination; Survival.

17.1         This Agreement will commence on October 1, 2007 and, unless terminated earlier as provided herein, will continue in effect until September 30, 2012 (the “Term”).

17.2         In addition to any other rights or remedies it may have, either party has the right to terminate this Agreement upon a material breach by the other party upon 45 days’ written notice if such breach is not cured within such 45-day period. Such written notice will specify in reasonable detail the material breach and the basis upon which the Agreement is to be terminated.   If by its nature, such breach cannot be cured within such 45-day period, and the breaching party is proceeding diligently to effect a cure of such breach, then this Agreement may not be terminated for an additional 30 days or until such time as the breaching party ceases to effect a cure, whichever is shorter.

17.3         This Agreement may be terminated by either party on immediate written notice in the event that the other party (i)(A) institutes any proceeding or files a petition commencing a voluntary case for the relief of debtors, or seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency,

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reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for any party hereto or for any substantial part of its property, (B) shall admit in writing its inability to pay its debts generally, (C) shall make a general assignment for the benefit of creditors, or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection; or (ii) becomes the subject of any proceeding seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the parties hereto or any substantial part of its property, and either such proceeding shall remain undismissed or unstayed for a period for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur.

17.4         Sections 15, 16, 20, 26.2 and 26.3 hereof and BD’s payment obligations, if any, existing at the time of termination, shall survive termination and continue until complete satisfaction of the rights and obligations of the parties thereunder.

18.                         Compliance with Laws.

West shall comply with all applicable state, federal and foreign laws and regulations regarding the manufacture and delivery of Product, including but not limited to the US Food, Drug and Cosmetic Act.

19.                         Manufacturing Regulatory Matters.

19.1         West shall maintain all applicable regulatory and governmental permits, licenses and approvals required to manufacture and ship Products to BD.

19.2         West will be responsible for any reporting of matters regarding the manufacture of Products to the US Food and Drug Administration (“FDA”) and other relevant

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regulatory authorities, in accordance with applicable laws and regulations.  West shall within two (2) business days (unless applicable regulations or law require more expedient notification) notify BD of any such matter and promptly furnish complete copies of such reports to BD.  West shall also advise BD of any occurrence or information that arises out of West’s manufacturing activities, whether or not occurring with Products, which has adverse regulatory compliance and/or reporting consequences concerning Products.

19.3         West shall be responsible for handling and responding to any appropriate governmental agency inspections with respect to Products during the Term.  West shall provide to BD any information reasonably requested by BD in connection with any governmental inspection related to Products.  West shall within two (2) business days (unless applicable regulations or law require more expedient notification) advise BD of any requests by any governmental agency for such inspections with respect to Products.

19.4         In the event West is inspected by the FDA, or any similar or health authority, West shall promptly notify BD of any alleged violations or deficiencies relating to the manufacturing facility at which Products are manufactured, packaged or stored, and shall promptly disclose to BD all relevant portions of any notice of observations or potential violations (e.g. FDA Form-483) as well as a copy of West’s response thereto.

19.5         West certifies it has not and will not use in any capacity the services of any person, including any firm or individual, debarred or subject to debarment under the Generic Drug Enforcement Act of 1992, amending the Food Drug and Cosmetic Act at 21 USC 335a.  West agrees to notify BD immediately in the event any person providing services to West under the scope of the work of this Agreement is debarred or becomes subject to debarment.  West further certifies that it: (i) is not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs as defined in 42 U.S.C. § 1320a-7b(f) (the “Federal Health Care Programs”) or generally from federal procurement and non-procurement

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programs; (ii) is not convicted of a criminal offense related to the provision of health care items or services but not yet excluded, debarred, or otherwise declared ineligible to participate in the Federal Health Care Programs, or generally from federal procurement and non-procurement programs; and (iii) is not under investigation or otherwise aware of any circumstances which may result in such exclusion from participation in the Federal Health Care Programs, or generally from federal procurement and non-procurement programs.

19.6         For the limited purpose of permitting a quality and compliance audit, West shall grant to authorized quality control representatives of BD (or a third party hired on behalf of BD who is reasonably acceptable to West), upon reasonable notice and during normal business hours, access to areas of West’s plants where, and at such times as, Products are being manufactured and tested for BD.  BD shall provide West at least thirty 30 calendar days notice in writing of its desire to have such access.  West shall promptly respond to BD’s request and the parties shall agree on the time of the audit.  West shall respond in writing to BD regarding any items of noncompliance identified by BD during such audits within 20 working days of BD’s notice thereof.  Further, West shall use its best efforts to remedy any mutually agreed to items of noncompliance promptly after notice thereof.

19.7         BD shall have the right, subject to prior advance notice of at least seven working days, and during normal business hours, to examine those technical records made by West that only relate to Products and not to West operations generally.

19.8         To the extent Products or their particular manufacture is the specific subject, West shall notify BD, within two business days of receiving notice of the same, of any and all inspections of any West plant by the FDA or other regulatory body.

19.9.1      In the event West should become aware of information that may require a recall, product withdrawal or field correction (a “Field Action”) arising from any defect in any Products provided under this Agreement, West shall immediately notify BD in writing.  In the event that BD institutes a Field Action based on product safety and

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efficacy with respect to any of its products due to any non-conformance of any Products to their Product Specifications, BD will immediately notify West and West will fully cooperate with BD; provided, that to the extent reasonably practical, BD shall give such notice to West prior to BD’s initiation of the Field Action.  BD shall be entitled to control any such Field Action.  West shall not act to initiate a Field Action with respect to Products supplied pursuant to this Agreement except as may be required by law or court order.

19.9.2      If any Field Action is initiated by BD based on product safety and efficacy with respect to any of its products because of a non-conformance of any Products to the applicable Product Specifications, then West shall (a) credit to BD the price paid by BD to West for such Products; and (b) reimburse BD for reasonable out-of-pocket costs actually paid by BD to third parties for transportation and destruction of the recalled products and for reasonable out-of-pocket communications expenses (exclusive of mass media expenses) associated with such Field Action.  Notwithstanding the foregoing, West’s liability under this Section shall not exceed [**] per Contract Year.

19.9.3      If any Field Action is initiated and Section 19.9.2 does not apply, the costs of such Field Action, including the costs of West’s work in process affected by the recall, shall be borne by BD.  If there are multiple causes of a Field Action, including those set forth in Section 19.9.2, the parties shall agree in good faith on an appropriate allocation of the costs in a manner consistent with this Section 19.9.3.

20.                               Confidentiality.

Any Confidential Information provided by one party to the other party in connection with this Agreement shall be subject to the terms of the Confidentiality Agreement, dated July 5, 1995, by and between West and BD.  The term “Confidential Information” shall have the same meaning as set forth in the July 5, 1995 Confidentiality Agreement, a copy of which is attached hereto as Exhibit “H”.  Any other agreements or any modification to the July 5, 1995 Confidentiality Agreement, if any, that (i) was agreed to by the parties prior to the

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Effective Date of this Agreement and (ii) would relate to the exchange of Confidential Information in connection with this Agreement, shall not be applicable to the exchange of Confidential Information under this Agreement.

21.                               Quality Improvements.  West and BD will participate in a quality improvement program.  This program may address improvements to current Product Specifications (including reduced AQL levels).  Each party will appoint appropriate staff members to a joint quality improvement team, which will then collectively prepare a quality improvement plan.  The quality improvement team will meet on a quarterly basis to review the parties’ progress and establish goals, the team’s direction, and applicable timetables.  Notwithstanding the foregoing, West shall not be obligated to incur expenses associated with its participation in the joint quality improvement team that would cause it to materially exceed its current budget for similar activities unless and until the parties resolve the apportionment of the incremental expenses.

22.                               Service Levels.  West and BD will participate in a service level improvement program.  This program may address improvements to on time delivery of Products, reduced lead times, and BD inventory reduction.  Each party will appoint appropriate staff members to a joint service level improvement team, which will then collectively prepare a service level improvement plan.  The service level improvement team will meet on a quarterly basis to review the parties’ progress and establish goals, the team’s direction, and applicable timetables.  Notwithstanding the foregoing, West shall not be obligated to incur expenses associated with its participation in the joint service level improvement team that would cause it to materially exceed its current budget for similar activities unless and until the parties resolve the apportionment of the incremental expenses.

23.                               Technical Reviews.  West shall periodically (but no less than once each year) coordinate and sponsor a joint technical review which will examine, without limitation, technical advances made by West that may directly or indirectly benefit BD.

24.                               Change Management.  West shall conform to its Policy on Customer Notification of Process/Materials Changes, a copy of which is attached hereto as Exhibit G, except to the

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extent of any contrary provisions in this Agreement.  Upon receipt of any notification from a raw material or component supplier of any discontinuation of such raw material or component, West [**].  BD and West anticipate entering into further negotiations regarding change management following the Effective Date, and may elect to revise certain change management procedures by amendment hereto.

25.                               Pandemic Preparedness.  West shall prepare a documented pandemic plan and will review said plan with BD.  West’s pandemic plan shall address issues relating to West’s personnel, operations (including sub-suppliers), and Product manufacturing in case a pandemic arises.

26.                               Miscellaneous.

26.1         Conflicting Documents.  To the extent that any purchase orders, invoices, sales receipts, shipping documents, forms, billing documents or other similar documents issued in connection with the sale of Product by West to BD contain terms or conditions which are in conflict with, or derogate from this Agreement, they shall be null and void and the terms of this Agreement shall control.

26.2         Assignment.  Neither this Agreement nor any of the rights hereunder may be assigned by either party hereto except with the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.  Any attempt to assign any of the rights, duties or obligations contained herein without the requisite consent shall be void. In the event of an assignment by either party, that party’s assignee must assume all of the duties and obligations imposed upon that party hereunder.

26.3         Notices.  All  notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be hand-delivered by messenger or courier service, including overnight delivery (such couriered notice to be effective on the date of delivery), sent by telecopy communication (such telecopy communication to be effective on the date transmitted) provided a copy is

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sent by courier or certified mail within one (1) day thereafter, or mailed by registered or certified mail, postage prepaid, return receipt requested (such mailed notice to be effective on the date such receipt is acknowledged), and addressed to:

If to BD:

Becton, ▇▇▇▇▇▇▇▇▇ and Company

▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Telecopy Number – (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  Category Manager

with a copy to:

Becton, ▇▇▇▇▇▇▇▇▇ and Company

▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

Telecopy Number – (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  General Counsel

If to West:

West Pharmaceutical Services, Inc.

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇

Telecopy Number – (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  Vice President – Sales

with copy to:

West Pharmaceutical Services, Inc.

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇  ▇▇▇▇▇

Telecopy Number – (▇▇▇) ▇▇▇-▇▇▇▇

Attention:  General Counsel

or to such other place and with such copies as either party may designate by written notice to the other party in the manner prescribed above.

26.4         Applicable Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey, regardless of the laws governing the principles of conflicts of laws applicable thereto.

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26.5         Severability.  If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

26.6         Entire Agreement; Amendments; Waiver.  This Agreement and the Exhibits attached hereto, which are incorporated herein by reference, constitute the entire agreement between the parties concerning the subject matter contained in this Agreement and supersedes all written or oral prior agreements or understandings with respect thereto.  No course of dealing, usage of trade or course of performance will be relevant to explain or supplement any of these terms and conditions.  No variation or modification of any of the terms or exhibits of this Agreement or any waiver of the terms of provisions hereof shall be valid unless in writing and signed by an authorized representative of each party.  Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by a party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.

26.7         Announcement Review.  Each party will provide to the other party for prior review and comment any proposed announcement (whether for internal or external distribution) concerning this Agreement.  The parties agree that any such announcement shall not contain confidential information of the other party and, if disclosure of confidential information is required by law or regulation, shall make reasonable efforts to minimize such disclosure.  Each party shall have the right to expeditiously review and recommend changes to any announcement regarding this Agreement or the subject matter of this Agreement.  Except as otherwise required by law, the party whose public announcement has been reviewed shall remove or revise any information the reviewing party reasonably deems to be inappropriate for disclosure.

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26.8         Independent Contractor Status.  The relationship of West and BD established by this Agreement is that of independent contractors.  Nothing contained in this Agreement shall be construed to constitute West or BD as a partner, agent or joint venturer with the other party or as a participant in a joint or common undertaking with the other  party.

26.9         Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original but together shall constitute a single Agreement.

26.10       Headings.  The paragraph headings herein are for convenience only and shall not affect the meaning or interpretation of this Agreement.

26.11       Subcontractors.  West shall not subcontract any obligation under this Agreement without BD’s prior written consent.  West agrees to assume responsibility for BD approved subcontractors’ with and breach of the terms and conditions of this Agreement as if the subcontractors’ acts and omissions were West’s own.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement.

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Exhibit A

PRODUCTS AND PRODUCT PRICING

Exhibit A