TRANSITION SERVICES AGREEMENT

<PAGE>

                                                                   EXHIBIT 10.37

             CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS
     OF THIS DOCUMENT MARKED [****] HAVE BEEN REDACTED AND HAVE BEEN FILED
                SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE
                                   COMMISSION.

                          TRANSITION SERVICES AGREEMENT

                                 BY AND BETWEEN

                            IPR PHARMACEUTICALS, INC.

                                        AND

                               ATHEROGENICS, INC.

                             DATE: DECEMBER 22, 2005

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
1       Definitions.................................................       1
2       Construction................................................       6
3       Amendment...................................................       6
4       Transition Assistance.......................................       6
5       Fees........................................................       8
6       Invoicing, Payment, Recordkeeping and Audits................      11
7       Representations and Warranties..............................      12
8       Indemnification.............................................      13
9       Force Majeure...............................................      17
10      Term and Termination........................................      17
11      Confidentiality.............................................      19
12      Use of Name.................................................      21
13      Notices.....................................................      21
14      Relationship of the Parties.................................      22
15      Rights Of Third Parties.....................................      23
16      Assignment..................................................      23
17      Entire Agreement............................................      23
18       Expenses....................................................      23
19      Waiver and Non-Exclusion of Remedies........................      24
20      Severability................................................      24
21      Governing Law and Disputes..................................      24
22      Equitable Relief............................................      24
23      Environmental Provisions....................................      25
24      Counterparts................................................      25
</TABLE>

EXHIBITS

Exhibit 1 -- Process Improvements
Exhibit 2 -- Estimated Spray Drying Capital Expenditure
Exhibit 3 -- Estimated Manufacturing Start-Up and Other Costs
Exhibit 4 -- Existing Agreements
Exhibit 5 -- Dow Consent to Assignment

                                        (i)
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                          TRANSITION SERVICES AGREEMENT

      This Transition Services Agreement (the "AGREEMENT") is made as of
December 22, 2005 and shall be effective as of the Effective Date (as defined
herein) by and between

(1)    IPR Pharmaceuticals, Inc., a company organized and existing under the laws
      of Puerto Rico with an address at CARR 188 LOTE 17 SAN ISIDRO INDUSTRIAL
      PARK, CANOVANAS, PR 00729 ("ASTRAZENECA"); and

(2)    AtheroGenics, Inc., a Georgia corporation with principal executive offices
      at 8995 Westside Parkway, Alpharetta, Georgia 30004 (the "AGIX").

RECITALS

(A)    WHEREAS, AstraZeneca desires to receive certain transition services from
      AGIX to facilitate AstraZeneca's exercise of the manufacturing rights
      granted pursuant to the License Agreement; and

(B)    WHEREAS, AGIX is willing to provide such transition services on the terms
      and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, agree as follows:

1      DEFINITIONS

Unless otherwise specifically provided in this Agreement, the following terms
shall have the following meanings:

1.1    "AFFILIATE" means any Person that directly (or indirectly through one or
      more intermediaries) controls, is controlled by, or is under common
      control with a Party. For purposes of this definition only, the terms
      "controls," "controlled," and "control" means (i) the direct or indirect
      ability or power to direct or cause the direction of the management and
      policies of an entity or otherwise direct the affairs of such entity,
      whether through ownership of equity, voting securities, or beneficial
      interest, by contract, or otherwise, or (ii) the ownership, directly or
      indirectly, of at least 50% of the voting securities (or other comparable
      ownership interest for an entity other than a corporation) of a Party.

1.2    "AGIX INDEMNITEES" has the meaning set forth in Section 8.2.

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1.3    "AGIX INFORMATION" means all data and information related to or comprised
      in Intellectual Property Rights and Know-How, as well as other information
      in relation to AGIX's general business operations, SDD, a SDD
      Manufacturing Process, the Final Commercial Products, a Manufacturing
      Process, an SDD Process Improvement, or a Process Improvement, which is
      owned by AGIX.

1.4    "APPLICABLE LAWS AND REGULATIONS" mean all applicable statutes,
      ordinances, regulations, rules, or orders of any kind whatsoever of any
      Governmental Authority, including, without limitation, the Food, Drug and
      Cosmetic Act, Prescription Drug Marketing Act, Generic Drug Enforcement
      Act of 1992 (21 U.S.C. Section 335a et seq.), and Anti-Kickback Statute
      (42 U.S.C. Section 1320a-7b et seq.), all as amended from time to time.

1.5    "ASTRAZENECA INFORMATION" means all data and information related to or
      comprised in Intellectual Property Rights and Know-How, as well as other
      information in relation to AstraZeneca's general business operations, SDD,
      a SDD Manufacturing Process, the Final Commercial Products, a
      Manufacturing Process, or a Process Improvement, which data and
      information is owned by AstraZeneca.

1.6    "CAPACITY RESERVE FEE" shall have the meaning set forth in the Dow
      Agreement.

1.7    "COMBINATION PRODUCT" means a Product in final form that includes one or
      more pharmaceutically active ingredients other than the Compound, in
      combination with the Compound, that are sold as a fixed dose or separate
      doses in a single package and priced as one item. All references to
      Product in this Agreement shall be deemed to include Combination
      Product(s).

1.8    "COMPOUND" means AGI-1067, which is chemically defined as [****],
      including its pharmacologically acceptable salts, solvates, hydrates,
      hemihydrates, polymorphs, metabolites, free base forms, pro-drugs, esters,
      tautomers, and if applicable, any isomers, stereoisomers, racemates,
      enantiomers and all optically active forms thereof.

1.9    "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 11.1.1
      hereof.

1.10   "CONTROL" or "CONTROLLED" means with respect to any Intellectual Property
      Right, that the Party owns or has a license to such Intellectual Property
      Right or Information and has the ability to grant access, a license, or a
      sublicense to such Intellectual Property Right to the other Party as
      provided for in this Agreement without violating an agreement with, or
      infringing any rights of, a Third Person as of the time such person would
      be first required under this Agreement to grant the other person such
      access, license or sublicense.

1.11   "DISCLOSING PARTY" means the Party disclosing Confidential Information.

1.12   "DOW AGREEMENT" means that "Commercial Supply Agreement for Production of
      AGI-1067 and Probucol between The Dow Chemical Company ("DOW") and

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                       2
<PAGE>

      AtheroGenics, Inc." dated as of October 6, 2005, excluding any amendments
      thereto entered into after the Effective Date.

1.13   "EFFECTIVE DATE" means the Effective Date of the License Agreement.

1.14   "EXISTING AGREEMENTS" means the Dow Agreement and the other agreements set
       forth on Exhibit 4.

1.15   "FDA" means the United States Food and Drug Administration, or any
      successor federal agency having responsibility over United States
      Regulatory Approvals.

1.16   "FINAL COMMERCIAL PRODUCT" means a pharmaceutical product in
      ready-for-sale form, packaged and labeled dosage form marketed by or on
      behalf of AstraZeneca, its Affiliates or Sublicensees, now or in the
      future, that comprises or utilizes SDD or the Compound in its manufacture.

1.17   "FORCE MAJEURE" has the meaning set forth in Section 9.1.

1.18   "GOVERNMENTAL AUTHORITY" means any court, tribunal, arbitrator, agency,
      commission, official or other instrumentality of any federal, state, or
      other political subdivision, or supranational body, domestic or foreign.

1.19   "INDIRECT TAXES" means value added taxes, sales taxes, consumption taxes
      and other similar taxes.

1.20   "INFORMATION" means any information Controlled by either Party, including,
      but not limited to: (a) any and all inventions (whether or not
      patentable), Know-How, developments, materials, data, analyses, and the
      like, regardless of whether the information is stored or transmitted in
      oral, documentary, or electronic form; (b) information relating to
      research and development plans, experiments, results, compounds,
      therapeutic leads, candidates and products, clinical and preclinical data,
      trade secrets and manufacturing, marketing, financial, regulatory,
      personnel and other business information and plans, and all scientific,
      clinical, regulatory, marketing, financial and commercial information or
      data; (c) AstraZeneca Information; and (d) AGIX Information.

1.21   "INTELLECTUAL PROPERTY RIGHTS" means trade secrets, patent rights,
      trademarks, service marks, trade names, design rights, copyrights
      (including rights in computer software) and any rights or property similar
      to any of the foregoing in any part of the world, whether registered or
       not, together with the right to apply for the registration of any such
      rights, and all rights or forms of protection having equivalent or similar
      effect, in any part of the world.

1.22   "INVOICE CURRENCY" means United States dollars.

1.23   "KNOW-HOW" means all technical information or data relating to SDD,
      whether protected by Intellectual Property Rights or not, including, but
      not limited to technology, processes, specifications, formulas,
      procedures, techniques, SHE

                                        3
<PAGE>

      Information, practices and instructions of, and scientific, analytical and
      technical data regarding the synthesis, manufacturing and pharmaceutical
      processing of SDD or the Compound.

1.24   "LICENSE AGREEMENT" means the License and Collaboration Agreement between
      AstraZeneca and AGIX, dated as of December 22, 2005, as the same shall be
      amended from time to time.

1.25   "LOSSES" means any and all liabilities, claims, demands, causes of action,
      damages, loss and expenses incurred directly in connection with this
      Agreement, including interest, penalties, and reasonable lawyers' fees and
      disbursements.

1.26   "MANUFACTURING PROCESS" means any process (or any step in or portion of
      any process) used or developed by AGIX, Third Party Suppliers, or
      AstraZeneca (or any of their Affiliates) as of the Effective Date or at
      any time thereafter, in manufacturing SDD or Final Commercial Product.

1.27   "MANUFACTURING START-UP AND OTHER COSTS" shall mean such expenditures
      estimated by AGIX as all reasonably necessary expenditures for the start
      up and launch of manufacture of SDD (other than those expenditures
      described as Spray Dried Capital Expenditures) as set forth in Exhibit 3.

1.28   "PARTIES" means AstraZeneca and AGIX and "PARTY" means either AstraZeneca
      or AGIX.

1.29   "PERSON" means a natural person, a corporation, a partnership, a trust, a
      joint venture, a limited liability company, any Governmental Authority or
      any other entity or organization.

1.30   "PROCESS IMPROVEMENT" has the meaning set forth in Section 5.3.1.

1.31   "PRODUCT" means a pharmaceutical product that contains or incorporates the
      Compound, whether in development or approved by any Regulatory Authority,
      including all formulations, line extensions and modes of administration
      (including, without limitation, all delivery devices, dosage forms or
      other peripherals and consumables), including, without limitation,
      Combination Products.

1.32   "RECEIVING PARTY" means the Party to whom Confidential Information is
      disclosed.

1.33   "REGULATORY APPROVAL" means any and all approvals (including pricing
      approvals to the extent necessary), licenses, registrations or
      authorizations of any Regulatory Authority, necessary for the development,
      manufacture and commercialization of a Final Commercial Product.

1.34   "REGULATORY AUTHORITY" means, in a particular country or jurisdiction, any
      applicable government regulatory authorities involved in granting
      Regulatory

                                       4
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      Approval and/or, to the extent required in such country or jurisdiction,
      pricing approval of Final Commercial Product in such country or
      jurisdiction, including without limitation, (a) in the United States, the
      FDA, and any other applicable governmental or regulatory authority in the
      United States having jurisdiction over Final Commercial Product, and any
      successor government authority having substantially the same function, and
      (b) any foreign equivalent thereof.

1.35   "SAVINGS" has the meaning set forth in Sections 5.3.5 and 5.3.6,
      respectively.

1.36   "SAVINGS TRIGGER DATE" has the meaning set forth in Section 5.3.3.

1.37   "SHE INFORMATION" means to the extent applicable and available, and as
      agreed to by the Parties, safety, health and environmental information as
      it relates to SDD and SDD Manufacturing Process including, without
      limitation: safety data sheets, chemical hazard assessments, operational
      hazard test results and environmental assessments.

1.38   "SPRAY DRIED DISPERSION" or "SDD" means the Compound in spray-dried form.

1.39   "SDD MANUFACTURING PROCESS" means any process (or any step in or portion
      of any process) used or developed by a Party (or any of its Affiliates or
      Third Party Suppliers) as of the Effective Date or at any time thereafter,
      in manufacturing SDD.

1.40   "SPRAY DRYING CAPITAL EXPENDITURE" shall mean such capital expenditures
      estimated by AGIX as being all reasonably necessary capital expenditures
      relating directly to the spray drying process to manufacture SDD, which
      expenditures are estimated in Exhibit 2.

1.41   "SUBLICENSEE" means any Third Person (including, without limitation, a
      distributor) to which AstraZeneca or any of its Affiliates grants any
      right to make, use, market, or import and sell a Final Commercial Product
      in accordance with the License Agreement. A Third Person who is granted
      only the right to distribute or promote a Final Commercial Product (such
      as a contract sales organization) shall not be considered a Sublicensee.

1.42   "TERM" means the period beginning on the Effective Date and continuing
      until the date upon which this Agreement is terminated in accordance with
      Article 10.

1.43   "THIRD PARTY" or "THIRD PERSON" means any Person other than AGIX or
      AstraZeneca and their respective Affiliates.

1.44   "THIRD PARTY SUPPLIER" means a Person engaged by a Party, including,
      without limitation, Dow, for the supply of SDD or any aspect of the
      supply, manufacture or warehousing of SDD, its constituents or raw
      materials (such as Probucol), including the performance of a SDD
      Manufacturing Process.

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<PAGE>

1.45   "TRANSITION PERIOD" means the period commencing on the Effective Date and
      continuing until the receipt of the first Regulatory Approval for the
      Product.

2      CONSTRUCTION

2.1    Except where the context requires otherwise, whenever used the singular
      includes the plural, the plural includes the singular, the use of any
       gender is applicable to all genders and the word "or" has the inclusive
      meaning represented by the phrase "and/or." Whenever this Agreement refers
      to a number of days, unless otherwise specified, such number refers to
      calendar days. The headings of this Agreement are for convenience of
      reference only and do not define, describe, extend or limit the scope or
      intent of this Agreement or the scope or intent of any provision contained
      in this Agreement. The term "including" or "includes" as used in this
      Agreement means including, without limiting the generality of any
      description preceding such term. The wording of this Agreement shall be
      deemed to be the wording mutually chosen by the Parties and no rule of
      strict construction shall be applied against any Party.

2.2    References to Articles, Sections, Exhibits and Schedules refer to the
      Articles, Sections, Exhibits and Schedules of and to this Agreement.

2.3    The Exhibits and the Schedules (as amended from time to time by agreement
      of the Parties in writing) form part of this Agreement and have the same
      force and effect as if expressly set out in the body of the Agreement. Any
      reference to the Agreement includes the Exhibits and the Schedules. Any
      breach of the Exhibits or Schedules shall be deemed as a breach of this
      Agreement.

3      AMENDMENT

      Any amendment or modification of this Agreement (including any amendment
      of any Exhibit or Schedule hereto) must be in writing and signed by
      authorized representatives of both Parties.

4      TRANSITION ASSISTANCE

4.1    Transition Assistance. Following the Effective Date and continuing
      throughout the Transition Period, AGIX shall cooperate with AstraZeneca
      and provide AstraZeneca with all reasonable assistance as reasonably
      requested by AstraZeneca to facilitate manufacturing of the Final
      Commercial Product and Compound, including, without limitation, assistance
      regarding the Process Improvements. Such technical assistance shall
      include, without limitation, (i) transitioning to AstraZeneca
      relationships with Third Party Suppliers, vendors and contractors relating
      to the manufacture of raw materials, Compound and Spray Dried Dispersion
      and (ii) transferring to AstraZeneca financial, business, regulatory,
      technical and all other necessary or useful information relating to the
      manufacture and supply of raw materials, Compound and Spray Dried
       Dispersion.

4.2    Manufacturing Timelines. [****]

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.


                                       6
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4.3    Assignment of Contracts and Other Rights. AGIX shall use commercially
      reasonable efforts to assign to AstraZeneca and, upon such assignment,
      AstraZeneca shall assume all rights and obligations of AGIX under the Dow
      Agreement and the other Existing Agreements, provided, however that
      AstraZeneca will, at AGIX's option, use commercially reasonable efforts to
      assign to AGIX such agreements, to the extent then still in effect, and
      any new agreements entered into by AstraZeneca relating to the manufacture
      of raw materials, Compound and Spray Dried Dispersion together with any
      equipment funded under Section 5.2 and used in connection with the
      manufacture thereof, and the right to the use thereof in the event that
      AstraZeneca terminates the License Agreement pursuant to Sections 13.3(a),
      13.3(b), 13.3(c) or 13.3(d) of the License Agreement or AGIX terminates
      the License Agreement pursuant to Section 13.4 thereof, provided, however,
      that in the event that AGIX elects to have an agreement, equipment or the
      use thereof assigned to AGIX pursuant to this Section 4.3, AstraZeneca
      shall be relieved of its obligation pursuant to Section 13.5(b)(vi) of the
      License Agreement to supply Products and/or Compounds to AGIX. AGIX and
      AstraZeneca shall use commercially reasonable efforts to obtain any third
      party consents that may be necessary to effect the assignments required by
      this Section 4.3. Immediately following the execution of this Agreement,
      AGIX shall contact Niro to obtain Niro's consent to the assignment of
      PO#B24579 set forth on Exhibit 4 to AstraZeneca. In the event AGIX is
      unable to obtain Niro's consent, AGIX shall lease or, at AstraZeneca's
      option, assign the equipment purchased thereunder to AstraZeneca, for no
      addition consideration beyond that set forth herein, and shall pass
      through to AstraZeneca all warranties set forth in such purchase order.

4.4    Assistance Following Transition Period. Following the Transition Period,
      AGIX shall continue to provide such reasonable additional technical and
      regulatory assistance as reasonably requested by AstraZeneca, at
      AstraZeneca's expense. Such assistance may be provided by telephone, video
      conference or in-person at AstraZeneca's facility or at any third party's
      facility, as mutually agreed; provided that, the Parties reasonably agree
      to the scheduling of any such assistance.

4.5    Certain Additional Covenants. Following the date hereof, AGIX (i) will not
      enter into any contracts related to the manufacture or supply of Spray
      Dried Dispersion without the prior written consent of AstraZeneca, except
      that AGIX may take any of the foregoing actions in the ordinary course
      prior to the Effective Date without AstraZeneca's consent; (ii) will not
      terminate, take any action likely to result in a breach of or prepay any
      contract or obligation related to the manufacture or supply of Spray Dried
      Dispersion without the prior written consent of AstraZeneca; and (iii)
      will cause each of its Affiliates to comply with this Section 4.5.

4.6    Meetings. During the Transition Period, AstraZeneca shall notify AGIX
      promptly of any material developments with respect to, and shall keep AGIX
      informed on an ongoing basis regarding, the manufacture and supply of the
      SDD, the Compound and materials, and regulatory matters. During the
      Transition Period,

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<PAGE>

      the Parties shall meet no less than monthly regarding the manufacturing,
      supply and regulatory filings related to the SDD, the Compound and
      materials.

5      FEES

5.1    Costs of Transitional Assistance. AstraZeneca shall reimburse AGIX for all
      costs and expenses reasonably incurred by AGIX in providing transition
      assistance hereunder. Promptly following the Effective Date, the Parties
      will agree on a process and rates for determining such costs and expenses.

5.2    Reimbursement for Capital and Other Expenses.

      5.2.1 AstraZeneca shall reimburse AGIX for [****] of the capital and other
             expenses set forth on Exhibits 2 and 3 incurred by AGIX prior to the
            Effective Date.

      5.2.2 After the Effective Date, AGIX shall reimburse AstraZeneca for
            [****] of the capital and other expenses set forth on Exhibits 2 and
            3 incurred by AstraZeneca, up to the maximum AGIX payment levels
            specified on such Exhibits.

      5.2.3 AstraZeneca shall pay to AGIX, within thirty (30) days following the
            last date that AstraZeneca is no longer entitled to elect to
            terminate the License Agreement pursuant to Sections 13.3(a),
            13.3(b) or 13.3(c) (and has not exercised any such election to
            terminate the License Agreement), or prior to such last date, AGIX
             terminates the License Agreement pursuant to Section 13.4 thereof,
            an amount equal to (a) the capital and other expenses set forth on
            Exhibits 2 and 3 incurred by AGIX prior to the Effective Date and
            not previously reimbursed by AstraZeneca pursuant to Section 5.2.1
            plus (b) any amounts paid by AGIX pursuant to Section 5.2.2 above.

      5.2.4 All amounts payable pursuant to this Section 5.2 shall be made
            within thirty (30) days after receipt of an invoice therefor,
            accompanied by evidence of payment of such expenses.

5.3    Process Improvements.

      5.3.1 As of the Effective Date, AGIX has proposed the following
            improvements to the manufacturing process, as more fully described
            in Exhibit 1 (the "PROCESS IMPROVEMENTS"):

            (a) [****] (Part A, Exhibit 1);

            (b) [****] (Part B, Exhibit 1);

            (c) [****] (Part C, Exhibit 1); and

            (d) [****] (Part D, Exhibit 1).

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.

                                        8
<PAGE>

      5.3.2 AstraZeneca shall have the right to determine which of the Process
            Improvements to implement and shall pay all costs associated with
            implementing any such Process Improvements. The Process Improvements
             described in Sections 5.3.1(a)-(c) shall be considered to have been
            implemented on the date that the price paid by AstraZeneca to any
            Third Party Supplier for SDD or the Compound is reduced to reflect
            such implementation (the "PROCESS IMPLEMENTATION DATE").

      5.3.3 AGIX shall not be entitled to receive Savings, if any, from any
            Process Improvement until the earlier of: (a) the date on which
            [****] of the Final Commercial Product sold by AstraZeneca, its
            Affiliates and Sublicensees in two consecutive calendar quarters is
            in the form of a 300mg tablet or (b) [****] from the First
            Commercial Sale (as defined in the License Agreement) of the
            Product. The earlier of such dates is referred to herein as the
            "SAVINGS TRIGGER DATE."

      5.3.4 With respect to each of the Process Improvements set forth in
            Section 5.3.1(a)-(c), beginning on the Savings Trigger Date and
             continuing throughout the term of the License Agreement, AstraZeneca
            shall pay to AGIX on a quarterly basis, [****] of any Savings from
            such Process Improvement (as calculated in accordance with Sections
            5.3.5 and 5.3.6 below) times the number of kilograms of Compound
            purchased by AstraZeneca, its Affiliates and Sublicensees (other
            than Third Party Suppliers) during such calendar quarter.

      5.3.5 With respect to the Process Improvements set forth in Section
            5.3.1(b) and (c) the term "SAVINGS" shall mean the difference
            between the per kilogram price of the Compound to AstraZeneca and
            its Affiliates and Sublicensees prior to the Process Implementation
             Date and the per kilogram price of the Compound to AstraZeneca and
            its Affiliates and Sublicensees immediately after the Process
            Implementation Date for such Process Improvement to the extent that
            any such reduction in price is attributable to the implementation of
            such Process Improvement.

      5.3.6 With respect to the Process Improvement set forth in Section
            5.3.1(a), the term "SAVINGS" shall mean (i) for the number of
            kilograms of Compound actually purchased by AstraZeneca, its
            Affiliates and Sublicensees, the difference between the per kilogram
            price of Compound prior to the Process Implementation Date and the
            per kilogram price of Compound to AstraZeneca, its Affiliates and
            Sublicensees, after the Process Implementation Date for such Process
            Improvement (both such prices as set forth specifically in the Dow
            Agreement) plus, (ii) for the number of kilograms of Probucol
            actually purchased by AstraZeneca, its Affiliates and Sublicensees,
            the cost reduction per kilogram as a result of reduced Probucol
            consumption, which cost reduction shall equal the average per
             kilogram price of Probucol during a calendar year times the
            fraction, where the numerator is the difference between the number
            of Probucol

-------
[****] indicates that certain confidential information contained in this
document has been omitted pursuant to a request for confidential treatment and
filed separately with the Securities and Exchange Commission.


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<PAGE>

            kilograms required per kilogram of Compound prior to the
             Implementation Date and the number of Probucol kilograms required
            per kilo of Compound after the Process Implementation Date and the
            denominator is the number of Probucol kilograms required per
            kilogram of Compound after the Process Implementation Date.

      5.3.7 The Parties acknowledge and agree that the calculations of Savings
            are based on the financial structure currently set forth in the Dow
            Agreement as