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.

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, [**].

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