exhibit 10. 3 execution copy confidential portions of this exhibit have been omitted and filed separately with the securities and exchange commission with a request for confidential treatment pursuant to rule 24b - 2 under the securities exchange act of 1934, as amended. the location of an omitted portion is indicated by an asterisk within brackets ( “ [ * ] ” ). master agreement by and among msp technology ( u. s. ) company llc, msp singapore company, llc, schering corporation, schering - plough corporation, and merck & co., inc. dated as of december 18, 2001 exhibit 10. 3 execution copy confidential portions of this exhibit have been omitted and filed separately with the securities and exchange commission with a request for confidential treatment pursuant to rule 24b - 2 under the securities exchange act of 1934, as amended. the location of an omitted portion is indicated by an asterisk within brackets ( “ [ * ] ” ). master agreement by and among msp technology ( u. s. ) company llc, msp singapore company, llc, schering corporation, schering - plough corporation, and merck & co., inc. dated as of december 18, 2001 table of contents page article i defined terms 1 section 1. 1. interpretation 1 section 1. 2. definitions 1 section 1. 3. headings 19 section 1. 4. intent of the parties 19 article ii the eclafe transactions 19 section 2. 1. the emea 19 section 2. 2. canada 27 section 2. 3. latin america 30 section 2. 4. far east 30 section 2. 5. amendment of prior agreements and s - p eclafe license agreements 34 section 2. 6. certain contract manufacturing agreements 37 section 2. 7. toll packaging rights 37 article iii management 39 section 3. 1. worldwide oversight committee 39 section 3. 2. management of the emea 40 section 3. 3. management of canada 47 section 3. 4. management of latin america 47 section 3. 5. management of the far east – co - marketing countries 49 section 3. 6. management of the far east board countries 51 article iv good faith efforts ; other matters 55 section 4. 1. commercially reasonable good faith efforts 55 section 4. 2. certain expenses 55 section 4. 3. trademarks 56 section 4. 4. non - compete 61 section 4. 5. unilateral termination of board country agreements 61 article v dispute resolution,