Exhibit 10.4

FORM OF

INTELLECTUAL PROPERTY AGREEMENT

BY AND BETWEEN

PHILIP MORRIS INTERNATIONAL INC.

AND

PHILIP MORRIS USA INC.

DATED AS OF JANUARY 1, 2008

TABLE OF CONTENTS

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INTELLECTUAL PROPERTY AGREEMENT

THIS INTELLECTUAL PROPERTY AGREEMENT, dated as of January 1, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Philip Morris International Inc., a Virginia corporation (“PMI”), and Philip Morris USA Inc., a Virginia corporation (“PM USA” and, together with PMI, the “Parties”).

WITNESSETH:

WHEREAS, Altria Group, Inc., a Virginia corporation (“Altria”), currently owns all of the issued and outstanding shares of capital stock of PMI and PM USA; and

WHEREAS, Altria has announced that it is considering a pro-rata distribution of all of the outstanding shares of capital stock of PMI owned by Altria on the Distribution Date to the holders of shares of common stock of Altria (the “Distribution”); and

WHEREAS, PM USA and the Affiliates of PMI have a long history of close collaboration on their research and development work; and

WHEREAS, subsequent to 1987, PM USA and Affiliates of PMI have entered into a series of Cost Sharing Agreements pursuant to which they have continued to collaborate in extensive jointly funded research and development work and created a significant body of Jointly Funded IP; and

WHEREAS, the R&D Agreement, which constitutes the most recent Cost Sharing Agreement, is expiring in accordance with its terms on December 31, 2007; and

WHEREAS, the Parties intend to enter into this Agreement to set forth the principal arrangements regarding Intellectual Property and related matters effective as of the Effective Date; and

WHEREAS, the Parties previously created the PMT to prepare for the expiration of the R&D Agreement and address related issues;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.01 General . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

AAA : American Arbitration Association.

Affiliate : with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided , however , that for purposes of this Agreement none of Altria, the Subsidiaries of Altria (other than PMI and its Subsidiaries) and the officers and directors of Altria and of such Altria Subsidiaries shall be deemed to be an Affiliate of PMI; and none of PMI, the Subsidiaries of PMI and the officers and directors of PMI and its Subsidiaries shall be deemed to be an Affiliate of PM USA.

Altria : as defined in the recitals to this Agreement.

Arbitration Act : the United States Arbitration Act, 9 U.S.C. ss.ss 1-16, as the same may be amended from time to time.

ATI : any additional technological information related to Intellectual Property that is inscribed on, or exists in, a tangible medium or that is stored in an electronic or other medium and is retrievable, including (i) laboratory notebooks, (ii) research plans, reports or analyses, (iii) databases or other test results, (iv) scientific articles or other presentations or (v) samples.

Business Day : any day other than a Saturday, a Sunday or a day on which banking institutions located in the Commonwealth of Virginia, or the State of New York or the city of Lausanne, Switzerland are authorized or obligated by Law or executive order to close.

Chrysalis Technologies : all Intellectual Property (i) transferred to Chrysalis Technologies Incorporated, a Virginia corporation (“CTI”), by Affiliates of PMI and by PM USA and its Affiliates as of April 2, 2000; (ii) created by CTI between April 2, 2000 and January 1, 2005; or (iii) created by the Chrysalis division of PM USA between January 1, 2005 and the Effective Date, in all instances in the following Fields of Use: (a) aerosol generation, including but not limited to, capillary aerosol generation and fuels and pharmaceutical and medical device applications and (b) intermetallic alloys and processing.

Confidential Information : as defined in Section 8.05 hereof.

Cost Sharing Agreements : the R&D Agreement, together with all previous cost sharing arrangements related to research and development in the Fields of Use between PM USA and Affiliates of PMI.

Delivery Format : the format in which the Parties will deliver information to one another pursuant to this Agreement, which format may be paper copy, computer disks or other electronic media, as agreed by the PMT, except that the Delivery Format of the information shall be at least as accessible as the format in which such information is currently maintained by the Parties for their respective own use.

Dispute : as defined in Section 9.01 hereof.

Distribution : as defined in the recitals to this Agreement.

Distribution Date : the date on which the Distribution becomes effective.

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Effective Date : January 1, 2008.

Fields of Use : use of Intellectual Property in the following fields:

Filing Party : as defined in Section 7.02(a) hereof.

Governmental Authority : any federal, national, state, provincial, local, foreign, international or other court, government, department, commission, board, bureau or agency, authority (including any central bank or taxing authority) or instrumentality (including any court, tribunal or grand jury).

IDF : invention disclosure forms.

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Independent Invention : an invention or other Intellectual Property made by or on behalf of either Party or one of its respective Affiliates after the Effective Date and not made by or on behalf of either Party or one of its respective Affiliates in connection with a Project conducted jointly after the Effective Date pursuant to Article V hereof.

Information Exchange Date : January 1, 2000, unless otherwise agreed by the PMT before the Effective Date.

Intellectual Property : any and all intellectual property except rights relating to trademarks and trade dress. Such Intellectual Property includes inventions, works of authorship, other copyrighted works, trade secrets, developments, know-how (including improvements made to any of the preceding), patents, patent applications, related divisional, continuation, continuation-in-part patents and patent applications, reissues, reexaminations, renewals, extensions, substitutions, foreign counterparts, inventor’s certificates, utility models, design patents, plant patents, certificates of plant variety protection, and the right to claim priority to any of the preceding.

Jointly Funded IP : Intellectual Property that arose or arises out of the research, development and developmental engineering activities conducted (i) by PM USA prior to January 1, 1988; or (ii) by or on behalf of either Party or any of their respective Affiliates (A) in accordance with the terms of such Cost Sharing Agreements as were in effect between January 1, 1988 and the Effective Date; or (B) pursuant to Article V hereof after the Effective Date, regardless of whether such Intellectual Property was created directly by a Party or an Affiliate of such Party or obtained through a grant of rights by a third party; including, for the avoidance of doubt, the Chrysalis Technologies.

Law : any federal, national, state, provincial, local or foreign statute, ordinance, regulation, code, license, permit, authorization, approval, consent, common law, legal doctrine, order, judgment, decree, injunction or requirement of any Governmental Authority or any order or award of any arbitrator, now or hereafter in effect.

Negotiation Notice : as defined in Section 9.03 hereof.

Non-Severable : characterization of an Independent Invention that cannot be exploited commercially without the use of Jointly Funded IP.

Notices : as defined in Section 10.03 hereof.

Notice Date : either (i) the later of the date 30 days after filing of a patent application or upon receipt of a U.S. Patent Office foreign filing license with respect to an Independent Invention or (ii) the date 30 days after the date of commencement of test marketing of a new product in a Field of Use that includes, is made by or uses an unpatented Independent Invention.

Option Period: the period commencing on the Effective Date and ending 10 years after the later of (i) the Distribution Date or (ii) the Effective Date.

Parties : as defined in the preamble to this Agreement.

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Patent Documents : pending, allowed, abandoned and non-continued patent applications and patents and assignments related thereto.

Person : an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization, or a government or any department or agency thereof.

PMI : as defined in the preamble to this Agreement.

PMT : Project Management Team, as further defined in Section 8.03 hereof, with representatives from each of the Parties or their Affiliates, established prior to the Effective Date.

PM USA : as defined in the preamble to the Agreement.

Projects : projects, research initiatives, technologies and research and development support activities in which PMI and PM USA or their Affiliates have collaborated under a Cost Sharing Agreement or will be collaborating under this Agreement.

R&D Agreement : the Research and Development Agreement between Philip Morris Products S.A., a wholly-owned Subsidiary of PMI, and PM USA (f/k/a Philip Morris Incorporated), dated as of January 1, 2002, as extended by the Extension Agreement, dated as of November 15, 2006.

Receiving Party : as defined in Section 7.03(b) hereof.

Representative : with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

Rules : as defined in Section 9.04 hereof.

Severable : characterization of an Independent Invention that can be exploited commercially without Jointly Funded IP.

Subsidiary : with respect to any specified Person, any corporation or other legal or other entity of which such Person controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body.

Territory or Territories : with respect to PM USA, the U.S.; with respect to PMI, outside the U.S.

Third-Party Offer : as defined in Section 7.03 hereof.

Third Party : a Person other than Altria or a Party hereto or a Subsidiary thereof.

Transition Period : the period commencing on the Effective Date and ending two years after the later of (i) the Distribution Date or (ii) the Effective Date.

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U.S. : the United States of America and its territories and possessions, including the Commonwealth of Puerto Rico, Guam, the Virgin Islands, American Samoa and the Northern Marianas.

Ultra Trade Secrets : as defined in Section 8.05 hereof.

1.02 References to Time . All references in this Agreement to times of the day shall be to Richmond, Virginia time, except as otherwise specifically provided herein.

ARTICLE II

ALLOCATION OF INTELLECTUAL PROPERTY RIGHTS

2.01 General Allocation . The Parties hereby acknowledge and confirm that in accordance with the terms of (i) the Plan of Spinoff of the International Business of Philip Morris Incorporated, dated November 4, 1987, and (ii) the Cost-Sharing Agreements:

(a) PM USA owns all Intellectual Property rights to the Jointly Funded IP in the U.S.; and

(b) Affiliates of PMI own all Intellectual Property rights to the Jointly Funded IP outside the U.S.,

subject in the case of subparagraph (b) to the rights previously licensed to PM USA and its Affiliates and described in Exhibit A-1 hereto.

2.02 Chrysalis Technologies . The Parties hereby acknowledge and confirm specifically that:

(a) PM USA owns all Intellectual Property rights to the Chrysalis Technologies in the U.S.; and

(b) Affiliates of PMI own all Intellectual Property rights to the Chrysalis Technologies outside the U.S.,

subject in both instances to the rights previously licensed to Third Parties and described in Exhibit A-2 hereto.

2.03 Trade Secrets . For the avoidance of doubt, ownership by a Party or its Affiliates of Intellectual Property rights in a trade secret (including Ultra Trade Secrets) that is Jointly Funded IP shall mean the sole right to use the trade secret, including the right to make, use, sell or offer for sale products in that Party’s respective Territory.

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ARTICLE III

TRANSFER OF PATENTS, PATENT APPLICATIONS AND IDFS

3.01 Patent Documents . Unless exchanged through the work of the PMT prior to the Effective Date, no later than 60 days after the Effective Date, each Party shall, or shall cause its Affiliates to, deliver to the other a copy in Delivery Format of all of the Patent Documents identified and requested by the other Party that it or any of its Affiliates owns that are dated before the Effective Date.

3.02 IDFs . Unless exchanged through the work of the PMT prior to the Effective Date, no later than 60 days after the Effective Date, each Party shall, or shall cause its Affiliates to, deliver to the other a copy in Delivery Format of all IDFs that it or any of its Affiliates owns that are dated before the Effective Date but after the Information Exchange Date.

ARTICLE IV

COMPLETED INTERNALLY AND EXTERNALLY CONDUCTED PROJECTS

Unless earlier exchanged through the work of the PMT, no later than 60 days after the Effective Date, each Party shall deliver to the other in Delivery Format:

(a) lists and summaries of the Projects that were:

(i) jointly funded by the Parties or any of their respective Affiliates;

(ii) completed after the Information Exchange Date; and

(iii) completed before the Effective Date;

(b) a copy of any lists in the possession of a Party or any of their respective Affiliates on the Effective Date of jointly funded Projects that were completed prior to the Information Exchange Date, provided that neither Party shall be obligated to create such lists if they did not exist as of August 1, 2007; and

(c) a list of formulas and ingredient lists and product specifications in the possession of a Party as of the Effective Date.

ARTICLE V

INTERNALLY AND EXTERNALLY CONDUCTED PROJECTS IN PROGRESS

Exhibit B hereto lists all internally and externally conducted Projects in progress as of the Effective Date that the Parties have agreed that the Parties or their Affiliates will fund jointly after the Effective Date on the same basis as joint funding has occurred under the R&D Agreement. All Intellectual Property obtained or created in jointly funded Projects after the

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Effective Date shall constitute Jointly Funded IP and be subject to all applicable provisions of this Agreement with regard to exchange of ATI, ownership of Jointly Funded IP in the respective Territories and confidentiality.

ARTICLE VI

REQUESTS FOR ATI

6.01 During the Transition Period .

(a) At any time during the Transition Period, either Party shall be entitled to request ATI from the other Party or its Affiliates regarding:

(i) the Patent Documents or the IDFs delivered before the Effective Date or pursuant to Article III of this Agreement;

(ii) any Project included on a list delivered pursuant to Article IV hereof;

(iii) any other Project completed prior to the Information Exchange Date; or

(iv) any of the formulas, ingredient lists or product specifications included on a list delivered pursuant to Article IV hereof.

(b) At any time during the Transition Period, a Party that has elected not to continue joint funding of a Project after the Effective Date shall be entitled to request ATI regarding that Project obtained or created before the Effective Date.

6.02 After the Transition Period . At any time after the Transition Period, either Party shall be entitled to request ATI from the other Party or its Affiliates with respect to the Patent Documents or the IDFs delivered before the Effective Date or hereunder. Any request pursuant to this Section 6.02 shall include the identification of the specific Patent Document or IDF with respect to which ATI is requested.

6.03 ATI Delivery . The Party from which ATI is requested pursuant to this Article VI shall, or shall cause its Affiliates to, deliver the requested ATI in Delivery Format to the requesting Party promptly, and in any event no later than 30 days, after receipt of the request therefor.

6.04 Cooperation . The obligations set forth in this Article VI shall be subject to the general provision on further cooperation and good faith dealing between the Parties as to the Jointly Funded IP, as set forth in Section 8.01 hereof.

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ARTICLE VII

INDEPENDENT INVENTIONS

7.01 Presumption . The Parties have reviewed the long historical experience with the Cost Sharing Agreements, including:

(a) the time typically required to analyze research and development results and conceive of an invention;

(b) the time that typically elapses between the conception of an invention, its actual reduction to practice and the filing of a patent application for that invention or the inclusion of that invention in a new product; and

(c) the expenditure by the Parties or their Affiliates of considerable resources and millions of dollars in the course of their long-standing and close research and development cooperation and collaboration.

Based on that review, in the judgment of those persons at both Parties (and their Affiliates) who have worked most closely on the creation of the Jointly Funded IP, the Parties have concluded that it is highly probable that any Independent Invention in a Field of Use:

(i) for which a Party or an Affiliate of that Party files a patent application during the Transition Period; or

(ii) that the Party or an Affiliate of that Party incorporates into a new product during the Transition Period

will be Non-Severable and will substantially arise from the Jointly Funded IP.

7.02 Patented Independent Inventions — Transition Period .

(a) If, during the Transition Period, either Party or an Affiliate of a Party (collectively, the “filing Party”) files, or a Third Party files on behalf of a filing Party, a patent application on an Independent Invention that is within a Field of Use, then the filing Party shall notify the other Party in writing no later than the Notice Date. With respect to all Intellectual Property that is included in such Independent Invention and is described or claimed in such patent application:

(i) PM USA shall own all such Intellectual Property rights in the U.S.; and

(ii) PMI or an Affiliate of PMI shall own all such Intellectual Property rights outside the U.S.,

unless the filing Party is able to demonstrate to the reasonable satisfaction of the other Party that the Independent Invention is Severable or does not substantially arise from the Jointly Funded IP. If the Parties are unable to agree, they shall submit the matter for resolution under Article IX hereof.

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(b) If the Parties agree, or the mediator or the arbitrator pursuant to Section 9.03 or 9.04 hereof determines, that the Independent Invention for which a patent application is filed during the Transition Period either:

(i) is not within a Field of Use; or

(ii) does not substantially arise from the Jointly Funded IP;

then this Agreement shall not apply to such Independent Invention.

(c) If the Parties agree, or the mediator or the arbitrator pursuant to Section 9.03 or 9.04 hereof determines, that the Independent Invention for which a patent application is filed during the Transition Period:

(i) is within a Field of Use; and

(ii) substantially arises from the Jointly Funded IP; but

(iii) is Severable;

then the terms of subparagraph (b) of Section 7.03 hereof shall apply.

7.03 Patented Independent Inventions — Option Period .

(a) If, during the Option Period but after the expiration of the Transition Period, a filing Party, or a Third Party on behalf of a filing Party, files a patent application on an Independent Invention that:

(i) is within a Field of Use; and

(ii) substantially arises from Jointly Funded IP;

then the filing Party shall notify the other Party in writing no later than the Notice Date of the filing of such patent application and the terms of subparagraph (b) of this Section 7.03 shall apply.

(b) After final agreement or determination pursuant to subparagraph (c) of Section 7.02 hereof or receipt of notice pursuant to subparagraph (a) of this Section 7.03 , the receiving Party shall have 30 days to notify the filing Party in writing as to whether the receiving Party elects to enter into negotiations pursuant to which the receiving Party or its Affiliates (collectively, the “receiving Party”) will obtain ownership or license rights in the receiving Party’s Territory with respect to such Independent Invention. Such written notice shall include a summary of the terms upon which the receiving Party proposes to acquire such ownership or license rights for the Independent Invention, including acquisition or license fees or royalties, length and country or countries of ownership or license, exclusivity and covenants of use.

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(c) If the receiving Party elects to make an offer and enter into negotiations pursuant to subparagraph (b) of this Section 7.03 , then the Parties or their respective Affiliates shall engage in good faith negotiations on an arm’s length basis with respect to the terms of an agreement regarding the Independent Invention. The Persons engaged in the negotiations may structure any such agreement in any manner that they shall determine. If any legal deadlines occur with respect to filing of corresponding patent applications on the Independent Invention in the receiving Party’s Territory during such negotiations, then, if the receiving Party so requests, the filing Party shall file such corresponding patent applications at the sole expense of the receiving Party, subject to the option rights set forth in subsection (d) of this Section 7.03 .

(d) If:

(i) the receiving Party elects not to make an offer;

(ii) the receiving Party breaks off negotiations by written notice; or

(iii) no agreement is reached by the Parties within three months from the Notice Date (unless extended by mutual agreement of the Parties);

then the filing Party shall retain sole and exclusive ownership of Intellectual Property rights in the Independent Invention world-wide or may solicit offers from one or more Third Parties regarding ownership or license of the Independent Invention (each, a “Third-Party Offer”). Before accepting the Third-Party Offer, the filing Party shall deliver to the receiving Party in writing a summary of those terms of the Third-Party Offer that, the filing Party, considering all aspects of the offers taken as a whole, and acting reasonably and in good faith, believes improve upon the offer of the receiving Party; provided that if such summary contains competitively sensitive information ( e.g. , marketing information), the filing Party will deliver such information to an arbitrator chosen in accordance with Section 9.04 hereof in anticipation of seeking assistance in resolving the matter. The receiving Party shall have 30 days to offer in writing to match or improve upon the disclosed terms of the Third-Party Offer. If the filing Party, acting reasonably and in good faith, concludes that the receiving Party’s offer matches or improves upon the Third-Party Offer, the filing Party shall accept the receiving Party’s offer. If the filing Party, acting reasonably and in good faith, concludes that the receiving Party’s offer does not match or improve upon the Third-Party Offer, the filing Party shall so inform the receiving Party in writing within 10 days of receipt of the filing Party’s offer. If the receiving Party believes that the filing Party has not acted reasonably and in good faith, the receiving Party shall so inform the filing Party in writing within 10 days of receipt of the filing Party’s written notice and the Parties shall submit the matter promptly for resolution with the assistance of an arbitrator chosen in accordance with Section 9.04 hereof, which assistance shall be restricted to a determination whether the filing Party has acted reasonably and in good faith in concluding that the receiving Party’s offer does not match or improve upon the Third-Party Offer. If the receiving Party agrees with the filing Party’s conclusion that the receiving Party’s offer does not match or improve upon the Third-Party Offer or if the matter is resolved in accordance with Section 9.04 hereof in favor of the filing Party’s conclusion, the filing Party shall be free to accept the Third-Party Offer.

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7.04 Independent Inventions — Not Patented . If at anytime during the Option Period, either Party or an Affiliate of a Party begins test marketing of a new product anywhere in its respective Territory that includes an unpatented Independent Invention that is within a Field of Use , all of the terms of Sections 7.01 , 7.02 and 7.03 hereof shall apply to the unpatented Independent Invention used in such product on the same basis as such terms apply to a patent application filed within the Transition Period or Option Period, as appropriate. For purposes of calculating deadlines pursuant to Sections, 7.01 , 7.02 and 7.03 hereof, in conjunction with this Section 7.04 , the date of commencement of such test marketing shall have the same effect as the filing of a patent application.

7.05 ATI . Any grant of rights during the Transition Period shall include the transfer of such ATI in Delivery Format as normally accompanies a patent license. With respect to all other grants of rights under Section 7.02(c) , 7.03 or 7.04 hereof in the Option Period, the Parties shall negotiate in good faith as to what ATI will be transferred to the receiving Party or its Affiliates.

ARTICLE VIII

CERTAIN ADDITIONAL COVENANTS

8.01 General Obligations of the Parties . During the life of this Agreement, the Parties shall, and shall cause their respective Affiliates to, cooperate generally with each other in a reasonable manner and in good faith and in compliance with applicable Law concerning the subject matter hereof, such as the prosecution of patents relating to the Jointly Funded IP (including the provision of witnesses and documents as may be required in connection with patent prosecution or enforcement, with all reasonable expenses in connection therewith to be reimbursed by the Party requesting assistance promptly upon written request by the Party providing assistance). Among other things, the Parties agree that the first patent for each invention shall be filed in the country in which the invention was created. In addition, all equipment or tangible materials that may be owned by one Party or its Affiliates and used by the other Party or its Affiliates on the Effective Date shall be promptly returned after the Effective Date upon the written request of the Party in ownership at the sole expense of the requesting Party.

8.02 Special Situations .

(a) The Parties hereby grant, and shall cause their respective Affiliates to grant, each other, or their Affiliates, perpetual, royalty-free licenses to the Jointly Funded IP and the patented or unpatented Independent Inventions for which ownership is allocated by Section 7.02 hereof for the limited purposes of: (i) securing the production of equipment and materials (including tobacco) used in the manufacture of products in the Fields of Use; and (ii) conducting research, development or product assessment activities by or on behalf of a Party or its Affiliates.

(b) The Parties will, or will cause their respective Affiliates to, negotiate separate agreements for their respective Territories with Schweizer-Maudit with regard to banded cigarette paper.

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8.03 PMT .

(a) Subsequent to the Effective Date, the PMT shall meet quarterly during the life of this Agreement to initiate, review or terminate jointly funded Projects, to consider Intellectual Property issues or to otherwise manage research and development relations pursuant to this Agreement.

(b) The Parties will determine the size and membership of the PMT from time to time as necessary and appropriate to fulfill the PMT’s purposes under this Agreement; provided that each Party will have an equal number of representatives on the PMT. Each Party will designate its own Representatives to serve on the PMT. The PMT will act by unanimous decision.

8.04 Further Assurances . In addition to the actions specifically provided for in this Agreement and unless otherwise expressly provided in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement. The Parties recognize that issues may arise that the Parties did not anticipate and plan for. In addressing those issues, the Parties agree to act in good faith, on an arm’s length basis and with flexibility, subject to their respective legal obligations.

8.05 Confidentiality .

(a) In performing their respective obligations under the Cost Sharing Agreements and this Agreement, the Parties have exchanged, and will exchange, as part of the Jointly Funded IP:

(i) trade secrets regarding product specifications, casings and flavorings, formulas for blends or other trade secret information of a similarly high proprietary nature (“Ultra Trade Secrets”); and

(ii) other trade secrets, know-how and confidential information (together with Ultra Trade Secrets, the “Confidential Information”).

Each of PMI and PM USA shall hold, and shall use its best efforts to cause its employees, Affiliates and Representatives to hold, in strict confidence all the Ultra Trade Secrets and shall not release or disclose the Ultra Trade Secrets to any other Person, except its Representatives who shall be bound by the provisions of this Section 8.05 ; provided , however , that PMI and PM USA and their respective employees, Affiliates and Representatives may disclose such Ultra Trade Secrets:

(i) to vendors that must have access to the Ultra Trade Secrets for purposes of providing services to a Party; provided that agreements are executed with such vendors requiring them to maintain the Ultra Trade Secrets in strict confidence and to use the Ultra Trade Secrets only for the purposes of providing the contracted services; and

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(ii) if disclosure is, or is reasonably likely to be, required by Law or for legal proceedings in any country; provided that the Party being required to make the disclosure has used its best efforts to obtain undertakings from the relevant Governmental Authority or in such legal proceedings that the Ultra Trade Secrets will not be made public and, in the event the Party is unable to obtain such an undertaking such Party delivers prompt written notice of the proposed disclosure to the other Party.

(b) Each of PMI and PM USA and their respective Representatives shall exercise the same care with regard to Confidential Information other than Ultra Trade Secrets as it takes to preserve confidentiality for its own similar Confidential Information.

ARTICLE IX

DISPUTE RESOLUTION

9.01 Step Process . Any controversy or claim arising out of or relating to this Agreement or the breach thereof (a “Dispute”), shall be resolved by a series of three steps in the following sequence: (i) negotiation between members of the PMT; (ii) negotiation between senior executives with the possibility of mediation; and (iii) then binding arbitration. Each Party agrees on behalf of itself and its respective Affiliates that the procedures set forth in this Article IX shall be the exclusive means for resolution of any Dispute.

9.02 PMT Negotiation . The Parties agree that the PMT shall first attempt to resolve any Dispute.

9.03 Management Negotiation and Mediation . In the event that the Dispute is not settled by the PMT within 30 days from the time any Party first raises such Dispute in writing to the PMT, then any Party may request in writing (a “Negotiation Notice”) that the Parties attempt to resolve the Dispute by the direct discussions and negotiations, including if either Party so elects, negotiation among senior executives of PM USA and PMI. If all Parties to the Dispute agree, the Parties may also attempt to settle the Dispute by a mediation administered by the AAA under its Commercial Mediation Procedures. The Parties agree that any applicable statute of limitations shall be tolled from the submission of a Negotiation Notice until the conclusion of the dispute resolution process outlined in this Article IX .

9.04 Arbitration .

(a) If a Dispute is not resolved within 30 days after the Negotiation Notice, any Party shall have the right to commence arbitration. In that event, the Dispute shall be resolved by final and binding arbitration administered by the AAA in accordance with its International Arbitration Rules (the “Rules”). The place of arbitration shall be New York, New York. Any Dispute concerning the propriety of the commencement of the arbitration shall be finally settled by such arbitration. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

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(b) The number of arbitrators shall be one if the claims in such Dispute aggregate less than $100 million, and three if the claims in such Dispute aggregate $100 million or more. If the Parties are unable to agree on the amount of the claims, there shall be three arbitrators.

(c) If one arbitrator is to be chosen, the Parties agree to seek to reach agreement on the identity of the sole arbitrator within 30 days after the initiation of arbitration. If the parties do not reach agreement on the sole arbitrator within that time period, then the AAA shall appoint the sole arbitrator.

(d) If three arbitrators are to be chosen, the claimant shall appoint an arbitrator in its request for arbitration. The respondent shall appoint an arbitrator within 20 days of the receipt of the request for arbitration. The two arbitrators shall appoint a third arbitrator who shall serve as chair of the tribunal, within 30 days after the appointment of the second arbitrator. If any of the three arbitrators is not appointed within the time prescribed above, then the AAA shall appoint that arbitrator.

9.05 Injunctive Relief . At any time during the resolution of a Dispute between the parties, including the PMT negotiation, either Party has the right to apply to any court of competent jurisdiction for interim relief, including pre-arbitration attachments or injunctions, necessary to preserve the Parties’ rights or to maintain the Parties’ relative positions until such time as the arbitration award is rendered or the Dispute is otherwise resolved.

9.06 Remedies . The arbitrator(s) shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement nor any right or power to award punitive or treble (or other multiple) damages.

9.07 Expenses . Each Party shall bear its own expenses and attorneys’ fees in pursuit and resolution of any Dispute. The Parties shall share equally the costs and expenses (including the fees of any neutral mediator or arbitrator) of any mediation or arbitration hereunder.

ARTICLE X

MISCELLANEOUS

10.01 Complete Agreement . This Agreement and the Exhibits hereto shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter provided , that Section 2.8.2(a) of the R&D Agreement shall remain in full force and effect.

10.02 Governing Law . This Agreement shall be governed by, construed and interpreted in accordance with the laws of the Commonwealth of Virginia, U.S.A. (other than the laws regarding choice of laws and conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies; provided , however , that the Arbitration Act shall govern the matters described in Section 9.04 hereof.

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10.03 Notices . All notices, requests, claims, demands and other communications hereunder (collectively, “Notices”) shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, telegram, facsimile, electronic mail or other standard form of telecommunications (provided confirmation is delivered to the recipient the next Business Day in the case of facsimile, electronic mail or other standard form of telecommunications) or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

or to such other address as any Party hereto may have furnished to the other Parties by a notice in writing in accordance with this Section 10.03 .

10.04 Amendment and Modification . This Agreement may be amended, modified or supplemented only by a written agreement signed by both of the Parties hereto.

10.05 Successors and Assigns; No Third-Party Beneficiaries . This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns, but neither this Agreement nor any of the rights, interests and obligations hereunder shall be assigned by any Party hereto without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). This Agreement is solely for the benefit of the Parties hereto and their Subsidiaries and Affiliates and is not intended to confer upon any other Persons any rights or remedies hereunder.

10.06 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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10.07 Interpretation . The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties hereto and shall not in any way affect the meaning or interpretation of this Agreement.

10.08 Legal Enforceability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each Party acknowledges that money damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the Parties hereunder shall be specifically enforceable.

10.09 Construction . Unless otherwise expressly stated, clauses beginning with the term “including” or words of similar import set forth examples only and in no way limit the generality of the matters thus exemplified.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first above written.

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EXHIBIT A-1

An affiliate of PMI has granted to PM USA and each of its Affiliates a non-exclusive, royalty-free, paid-up license under the Jointly Funded IP solely for the purpose of, or in connection with the sale, use or importation by the U.S. military and its agents in or into PMI’s Territory of products that are sold to the U.S. military by PM USA or any of its Affiliates, without PM USA or any of its Affiliates having the right to sublicense hereunder. This license shall extend to all further transferees of the U.S. military and its agents.

A-1-1

EXHIBIT A-2

(1) Strategic Alliance Agreement by and between Discovery Laboratories, Inc. (“Discovery”) and Philip Morris USA Inc., d/b/a Chrysalis Technologies (“Chrysalis”)

(2) License and Assignment Agreement by and between TIAX LLC (“TIAX”) and Chrysalis Technologies, a division of Philip Morris USA Inc. (“Chrysalis”)

(3) Development and License Agreement by and between Respironics, Inc. and Philip Morris USA Inc., Chrysalis Technologies Division.

A-2-1

EXHIBIT B

None

B-1

Exhibit 10.20

Philip Morris International Inc.

2008 Stock Compensation Plan for Non-Employee Directors

(effective January 29, 2008)

Section 1. Purpose; Definitions.

The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the Company’s Non-Employee Directors and the Company’s stockholders; and (ii) to assist the Company in attracting and retaining Non-Employee Directors by affording them an opportunity to share in the future successes of the Company.

For purposes of the Plan, the following terms are defined as set forth below:

(a) “Altria Deferred Stock Program” has the meaning provided in Section 7(g).

(b) “Award” means the grant under the Plan of Common Stock, Stock Options, or Other Stock-Based Awards.

(c) “Board” means the Board of Directors of the Company.

(d) “Committee” means the Nominating and Corporate Governance Committee of the Board or a subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by the Board to administer the Plan.

(e) “Common Stock” or “Stock” means the Common Stock of the Company.

(f) “Company” means Philip Morris International Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any successor thereto.

(g) “Deferred Stock” means an unfunded obligation of the Company, represented by an entry on the books and records of the Company, to issue one share of Common Stock on the date of distribution.

(h) “Deferred Stock Account” means the unfunded deferred compensation account established by the Company with respect to each participant who elects to participate in the Deferred Stock Program in accordance with Section 7 of the Plan.

(i) “Deferred Stock Program” means the provisions of Section 7 of the Plan that permit participants to defer all or part of any Award of Stock pursuant to Section 5(a) of the Plan.

(j) “Fair Market Value” means, as of any given date, the mean between the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange-Composite Transactions or, if no such sale of Common Stock is reported on such date, the fair market value of the Stock as determined by the Committee in good faith;

provided, however, that the Committee may in its discretion designate the actual sales price as Fair Market Value in the case of dispositions of Common Stock under the Plan. In the case of Stock Options or similar Other Stock-Based Awards, for purposes of Section 5(a), Fair Market Value means, as of any given date, the Black-Scholes or similar value determined based on the assumptions used for purposes of the Company’s most recent financial reporting.

(k) “Non-Employee Director” means each member of the Board who is not a full-time employee of the Company or of any corporation in which the Company owns, directly or indirectly, stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote in the election of directors in such corporation.

(l) “Other Stock-Based Award” means an Award, other than a Stock Option or Deferred Stock, that is denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock.

(m) “Plan” means this Stock Compensation Plan for Non-Employee Directors, as amended from time to time.

(n) “Plan Year” means the period commencing at the opening of business on the day on which the Company’s annual meeting of stockholders is held and ending on the day immediately preceding the day on which the Company’s next annual meeting of stockholders is held.

(o) “Stock Option” means a right granted to a Non-Employee Director to purchase a share of Stock at a price equal to the Fair Market Value on the date of grant. Any Stock Options granted pursuant to the Plan shall be nonqualified stock options.

(p) “Transferred Account” has the meaning provided in Section 7(g).

Section 2. Administration.

The Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for carrying out the Plan and appoint such delegates as it may deem appropriate. The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with the laws, regulations, compensation practices and tax and accounting principles of the countries in which Non-Employee Directors reside or are citizens of and to meet the objectives of the Plan.

Any determination made by the Committee in accordance with the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee, and all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

Section 3. Eligibility.

Only Non-Employee Directors shall be granted Awards under the Plan.

Section 4. Common Stock Subject to the Plan.

The total number of shares of Common Stock reserved and available for distribution pursuant to the Plan shall be 1,000,000. If any Stock Option or Other Stock-Based Award is forfeited or expires without the delivery of Common Stock to a participant, the shares subject to such Award shall again be available for distribution in connection with Awards under the Plan. Any shares of Common Stock that are used by a participant as full or partial payment of withholding or other taxes or as payment for the exercise price of an Award shall be available for distribution in connection with Awards under the Plan.

In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock, the Committee is authorized to and shall make such adjustments or substitutions with respect to the Plan and to Awards granted thereunder (including adjustments to any Transferred Account to reflect the distribution of the Company to shareholders of Altria Group, Inc.) as it deems appropriate to reflect the occurrence of such event, including, but not limited to, adjustments (A) to the aggregate number and kind of securities reserved for issuance under the Plan, (B) to the Award amounts set forth in Section 5(a), and (C) to the number and kind of securities subject to outstanding Awards and, if applicable, to the grant or exercise price of outstanding Awards. In connection with any such event, the Committee is also authorized to provide for the payment of any outstanding Awards in cash, including, but not limited to, payment of cash in lieu of any fractional Awards, provided that any such payment shall comply with the requirements of Internal Revenue Code section 409A.

Section 5. Awards.

(a) Annual Awards. Following March 28, 2008, each Non-Employee Director serving on such date shall receive an Award having a Fair Market Value equal to $140,000 (with any fractional share being rounded up to the next whole share). On the first day of each succeeding Plan Year, each Non-Employee Director serving as such immediately after the annual meeting held on such day shall receive an Award having a Fair Market Value equal to $140,000 (with any fractional share being rounded up to the next whole share) or such greater amount as the Committee determines in its discretion. If a Non-Employee Director first becomes a member of the Board after March 28, 2008 and on a day other than the first day of a Plan Year, the Committee may, in its discretion, make an Award to such Non-Employee Director for such initial Plan Year having a Fair Market Value of up to $140,000 (with any fractional share being rounded up to the next whole share) or up to such greater amount paid to other Non-Employee Directors for such Plan Year. Awards pursuant to this Section 5(a) shall be made in the form of Common Stock, Stock Options, Other Stock-Based Awards, or a combination of the foregoing as the Committee determines in its discretion.

(b) Terms of Awards.

(i) Awards pursuant to Section 5(a) that are denominated in Common Stock are eligible for participation in the Deferred Stock Program described in Section 7.

(ii) The term of each Stock Option or similar Other Stock-Based Award shall be ten years. Each Stock Option or similar Other Stock-Based Award shall vest in not less than six months (or such longer period set forth in the Award agreement) and shall be forfeited if the participant does not continue to be a Non-Employee Director for the duration of the vesting period, unless the participant ceases to be a Non-Employee Director by reason of the participant’s death or disability. Subject to the applicable Award agreement, Stock Options or similar Other Stock-Based Awards may be exercised, in whole or in part, by giving written notice of exercise specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept (including, to the extent the Committee determines such a procedure to be acceptable, a copy of instructions to a broker or bank acceptable to the Company to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the purchase price). As determined by the Committee, payment in full or in part may also be made in the form of Common Stock already owned by the Non-Employee Director valued at Fair Market Value.

Section 6. Award Agreements.

Each Award of a Stock Option or Other Stock-Based Award under the Plan shall be evidenced by a written agreement (which need not be signed by the Award recipient unless otherwise specified by the Committee) that sets forth the terms, conditions and limitations for each such Award.

Section 7. Payments and Payment Deferrals.

(a) Each participant may elect to participate in a Deferred Stock Program with respect to Awards of Common Stock granted under Section 5(a). The Deferred Stock Program shall be administered in accordance with the terms of this Section 7, provided that the Committee may modify the terms of the Deferred Stock Program or may require deferral of the payment of Awards under such rules and procedures as it may establish. Any deferral election shall be made at a time and for such period as shall satisfy the requirements of Internal Revenue Code section 409A(a)(4).

(b) Any election to have the Company establish a Deferred Stock Account shall be made in terms of integral multiples of 25% of the number of shares of Common Stock that the participant otherwise would have been granted on each date of grant, shall be made no later than the last day of the calendar year immediately preceding the date of grant (or in the case of a participant who is first becoming eligible for this Plan and any other Plan required to be aggregated with this Plan under Internal Revenue Code section 409A and the regulations and other guidance thereunder, no later than 30 days after the participant first becomes eligible and before the date of grant), and shall specify the time and form of distribution of the participant’s Deferred Stock Account in a manner complying with Internal Revenue Code section 409A(a)(2) and (3). Any such election shall remain in effect for purposes of the Plan until the participant executes (i) a new election applicable to any grants denominated in Common Stock to be made in years after

the year in which the new election is made or (ii) an election not to participate in the Deferred Stock Program for Common Stock grants in such future years. New elections pursuant to clause (i) of the preceding sentence may be made only to the extent permitted under rules and procedures established by the Committee taking into account administrative feasibility and other constraints.

(c) The Deferred Stock Account of a participant who elects to participate in the Deferred Stock Program shall be credited with shares of Deferred Stock equal to the number of shares of Common Stock that the participant elected to receive as Deferred Stock. The Deferred Stock Account shall thereafter be credited with amounts equal to the cash dividends that would have been paid had the participant held a number of shares of Common Stock equal to the number of shares of Deferred Stock in the participant’s Deferred Stock Account, and any such amounts shall be treated as invested in additional shares of Deferred Stock.

(d) If as a result of adjustments or substitutions in connection with an event described in the second paragraph of Section 4 of this Plan or as a result of the transfer of the Transferred Accounts, a participant has received or receives with respect to Deferred Stock credited to the participant’s Deferred Stock Account rights or amounts measured by reference to stock other than Common Stock, (i) such rights or amounts shall be treated as subject to elections made, crediting of the participant’s account, and any other matters relating to this Plan in a manner parallel to the treatment of Deferred Stock under the Plan, provided that any crediting of amounts to reflect dividends with respect to such other stock shall be treated as invested in additional Deferred Stock rather than such other stock, and (ii) within 12 months following the event described in Section 4, the participant shall be offered the opportunity to convert the portion of his or her account measured by reference to such other stock to Deferred Stock with the same Fair Market Value (rounded as necessary to reflect fractional shares) as of the date of such conversion.

(e) Any election by a participant for his or her Deferred Stock Account to be paid upon his or her separation from service as a member of the Board shall be applied in accordance with Internal Revenue Code section 409A. No separation from service shall be deemed to occur until the participant ceases to serve on any and all of the Board of Directors of the Company and the board of directors of any other company with respect to which his service as a director began while such other company was a subsidiary of the Company.

(f) The Deferred Stock Program shall be administered under such rules and procedures as the Committee may from time to time establish, including rules with respect to elections to defer, beneficiary designations and distributions under the Deferred Stock Program. Notwithstanding anything in this Plan to the contrary, all elections to defer, distributions, and other aspects of the Deferred Stock Program shall be made in accordance with and shall comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder.

(g) Notwithstanding anything in this Plan to the contrary, with respect to a participant in this Plan who was also a participant in the Deferred Stock Program of the Altria Group, Inc. Stock Compensation Plan for Non-Employee Directors (the “Altria Deferred Stock Program”) for service in 2008 and who is eligible for this Plan on March 28, 2008:

(i) the participant’s deferral elections in effect for 2008 under the Altria Deferred Stock Program with respect to such participant’s stock compensation paid by the Altria Group, Inc. shall also apply with respect to Awards of Common Stock under this Plan to be paid to the participant by the Company for services performed in 2008 and future years;

(ii) the balance credited to the participant’s Deferred Stock Account under the Altria Deferred Stock Program shall be transferred to this Plan (a “Transferred Account”), and the unfunded liability relating to such Transferred Account shall be assumed by the Company;

(iii) the participant’s election as to the time and form of distribution of amounts deferred under the Altria Deferred Stock Program and credited to the Transferred Account shall continue to apply to the Transferred Account, and the participant’s election as to the time and form of distribution of amounts deferred in 2008 under the Altria Deferred Stock Program shall also apply with respect to amounts deferred under this Plan in 2008 and future years; and

(iv) the participant’s most recent beneficiary designation under the Altria Deferred Stock Program shall continue to apply to the Transferred Account and shall also apply to amounts deferred under this Plan in 2008 and future years;

provided, however, that any election or beneficiary designation carried over from the Altria Deferred Stock Program under this Section 7(g) may be changed by the participant in the manner and to the extent permitted under the applicable provisions of this Section 7 and the rules and procedures established by the Committee pursuant to this Section 7.

Section 8. Plan Amendment and Termination.

The Board may amend or terminate the Plan at any time without stockholder approval, including, but not limited to, any amendments necessary to comply with section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and other guidance thereunder; provided, however, that no amendment shall be made without stockholder approval if such approval is required under applicable law, regulation, or stock exchange rule, or if such amendment would: (i) decrease the grant or exercise price of any Stock Option or a similar Other Stock-Based Award to less than the Fair Market Value on the date of grant (except as contemplated by Section 4); or (ii) increase the total number of shares of Common Stock that may be distributed under the Plan. Except as may be necessary to comply with a change in the laws, regulations or accounting principles of a foreign country applicable to participants subject to the laws of such foreign country, the Committee may not, without stockholder approval, cancel any Stock Option or similar

Other Stock-Based Award and substitute therefor a new Stock Option or Other Stock-Based Award with a lower exercise price. Except as set forth in any Award agreement or as necessary to comply with applicable law or avoid adverse tax consequences to some or all Award recipients, no amendment or termination of the Plan may materially and adversely affect any outstanding Award under the Plan without the Award recipient’s consent.

Section 9. Transferability.

Unless otherwise required by law, Awards shall not be transferable or assignable other than by will or the laws of descent and distribution.

Section 10. Unfunded Status of Plan.

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 11. General Provisions.

(a) The Committee may require each person acquiring shares of Common Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Common Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission (or any successor agency), any stock exchange upon which the Common Stock is then listed, and any applicable Federal, state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements for Non-Employee Directors.

(c) Nothing in the Plan or in any Award agreement shall confer upon any grantee the right to continued service as a member of the Board.

(d) No later than the date as of which an amount first becomes includable in the gross income of the participant for income tax purposes with respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the

Company regarding the payment of, any Federal, state, local or foreign taxes of any kind that are required by law or applicable regulation to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising from an Award may be settled with Common Stock, including Common Stock that is part of, or is received upon exercise of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding obligations with Common Stock.

(e) The terms of this Plan shall be binding upon and shall inure to the benefit of any successor to Philip Morris International Inc. and any permitted successors or assigns of a grantee.

(f) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in an Award, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Virginia, to resolve any and all issues that may arise out of or relate to the Plan or any related Award. Notwithstanding anything in this Plan to the contrary, the Plan shall be construed to reflect the intent of the Company that all elections to defer, distributions, and other aspects of the Plan shall comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder.

(g) If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be enforced and construed as if such provision had not been included.

(h) The Plan shall be effective January 29, 2008. Except as otherwise provided by the Board, no Awards shall be made after the Awards made immediately following the 2018 Annual Meeting of Shareholders, provided that any Awards granted prior to that date may extend beyond it.