UCB S. A. For the attention of Xxxx Xxxxx Advisor to the Executive Committee Xxxxx xx xx Xxxxxxxxx 00 0000 Xxxxxxx Date: 14 May 2004 Your Correspondent: Xxxxxxxx Xxxxx (tel: 00 0 000 00 00) Our References: CORP/REA1/HDL/1MASE Dear Sirs, We refer to our recent discussions and inform you that we are prepared to grant you a credit facility to finance part of the planned acquisition of the shares of CELLTECH GROUP Plc pursuant to a public offer (the “Offer”) (including without limitation, pursuant to sections 428 et. seq. Of the Companies Act 1985) and the fees and expenses payable in connection with the offer for such acquisition. The amount of our credit facility will amount to GBP 800.000.000,- eight hundred million pound sterling). This credit facility will be used in the forms of utilisation, terms and conditions laid down below and will be governed by the “Conditions Générales des Ouvertures de Crédit aux Entreprisee” registered at the sixth registry office, on 20 December 2001, volume 275, sheet 3, number 17, hereinafter referred to as the “General Lending Conditions”, a copy of which you acknowledge having received together with a free translation. FORM OF UTILISATION, TERMS AND CONDITIONS Until further notice the credit facility will be available in the following form and at the following terms and conditions: REVOLVING CREDIT BRIDGE FACILITY Amount: GBP 800.000.000,- (eight hundred million pound sterling).
UCB S. A. All natural persons in Quebec who purchased Class Vitamins in Quebec in the relevant Purchase Periods except the Excluded Persons. All of the above Class Vitamins except methionine As above Proceeding Defendants Settlement Classes Class Vitamins Purchase Periods Ontario Court File No. 40610/02 (London) and British Columbia Court File, Vancouver Registry, No. L023727 UCB S.A., UCB Chemicals Corporation and UCB, Inc. Not applicable Vitamin B4 (choline chloride) 01/01/88 – 31/12/98 Ontario Court File No. 42267/CP (London) and British Columbia Court File, Vancouver Registry, No. L032297 Novus International (Canada) Inc., Nippon Soda Co. Ltd. and Mitsui & Co., Ltd. Not applicable Methionine 01/01/86 – 31/12/98 SCHEDULE B – SETTLEMENT SHARES Settling Defendants (1) Proportion of Settlement Amount (including Choline Chloride Contribution, if any) (2) Choline Chloride Contribution (3) Settlement Credits as of Signing of Agreement Aventis Animal Nutrition S.A. $31,002,183 Not applicable $9,687,975.51 BASF Aktiengesellschaft $25,931,980 $1,000,000 $11,802,177.00 Bioproducts, Incorporated $1,000,000 $1,000,000 Not applicable Chinook Group Limited $1,000,000 $1,000,000 Not applicable Daiichi Pharmaceutical Company, Ltd. $2,497,906 Not applicable $462,562.30 Degussa Canada Inc. $1,821,659 Not applicable $133,990.68 Eisai Co., Ltd. $1,624,286 Not applicable $770,475.23 X. Xxxxxxxx-Xx Xxxxx Ltd. $56,663,474 Not applicable $16,404,019.36 Lonza AG $1,900,932 Not applicable $1,409,543.00 Merck KGaA $717,897* Not applicable Not applicable Nepera, Inc. $126,190 Not applicable Not applicable Xxxxxxx Canada Inc. $299,296 Not applicable Not applicable Sumitomo Chemical Co. Ltd. $1,651,789 Not applicable $530,727.60 Takeda Pharmaceutical Company Limited $6,137,989 Not applicable $1,235,200.08 Tanabe Seiyaku Co. Ltd. $74,419 Not applicable Not applicable Total $132,450,000 $3,000,000 $42,436,670.76 *Principal amount of $700,000 plus interest actually earned in its solicitors’ trust account from November 11, 2001 to February 28, 2003. SCHEDULE C – SETTLING DEFENDANTS AND THEIR AFFILIATED DEFENDANTS (1) SETTLING DEFENDANTS (2) AFFILIATED DEFENDANTS Aventis Animal Nutrition X.X. Xxxxx-Xxxxxxx S.A. Aventis X.X. Xxxxx-Xxxxxxx Animal Nutrition Inc. Aventis Animal Nutrition Inc. Xxxxx-Xxxxxxx Inc. Xxxxx-Xxxxxxx Canada Inc. Xxxxx-Xxxxxxx Animal Nutrition S.A. Aventis Animal Nutrition Canada Inc. BASF Aktiengesellschaft BASF Canada Inc. BASF Corporation Bioproducts, Incorporated Not app...
UCB S. A. Defendants; JUDGMENT THIS MOTION FOR AUTHORIZATION, made by the Petitioners in this action (the “Quebec Action”), was heard on the • day of December, 2004 at Montreal, Quebec in the presence of counsel for the Petitioners and counsel for the Defendants [particularize]. ON BEING ADVISED that certain of the parties in the Quebec Action have entered into a Settlement Agreement, annexed as Appendix 1, and that the Settlement Agreement is subject to court approval, ON READING:
UCB S. A. By: /s/ Emmanuel Caeymaex Name: Emmanuel Caeymaex Title: Executive Vice President, Head of Immunology and U.S. Solutions ZINC MERGER SUB, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President and Secretary ZOGENIX, INC. By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer [Signature page to Agreement and Plan of Merger] ANNEX I Offer Conditions Capitalized terms used in this Annex I and not defined in this Annex I shall have the meanings set forth in the Agreement and Plan of Merger (the “Agreement”) dated as of January 18, 2022, among UCB S.A., a société anonyme formed under the laws of Belgium, Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent, and Zogenix, Inc., a Delaware corporation, to which this Annex I is attached. References herein to Sections are to Sections of the Agreement unless otherwise specified. Notwithstanding any other provision of the Agreement or the Offer to the contrary, Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the 1934 Act, pay for, and may delay the acceptance for payment of or, subject to any such rules and regulations, the payment for, any Shares validly tendered and not validly withdrawn pursuant to the Offer, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Time (subject to any extensions of the Offer pursuant to Section 2.01(d) of the Agreement), if: (A) the Minimum Condition shall not be satisfied; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:
UCB S. A. By: /s/ Charl van Zyl Name: Charl van Zyl Title: Executive Vice President, Head of Neurology By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, General Counsel Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx NEW ENTERPRISE ASSOCIATES 13, L.P. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer RA CAPITAL MANAGEMENT, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Authorized Signatory [Signature page to Voting and Support Agreement] SCHEDULE I SUBJECT SHARES Stockholder Name Subject Shares Beneficially Owned New Enterprise Associates 13, L.P. Shares: 6,135,234 RA Capital Management, LLC Shares: 4,858,260 Xxxxxxx X. Xxxxx Shares: 218,799 Company Stock Options: 1,206,116 Company RSUs: 41,666
UCB S. A. of Allee de la Xxxxxxxxx 00, X-0000 Xxxxxxxx, Xxxxxxx ("Uranus"); and
UCB S. A. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Authorized Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Authorized Officer [Signature Page to Joint Filing Agreement (Exhibit 99.1)] UCB FINANCE N.V. By: /s/ Xxxxxxx Van Herwijnen Name: Xxxxxxx Van Herwijnen Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director UCB HOLDINGS, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Authorized Officer UCB, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Officer UCB MANUFACTURING, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Authorized Officer
UCB S. A. By: /s/ Charl van Zyl Name: Charl van Zyl Title: Executive Vice President, Head of Neurology By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Vice President, General Counsel FRANQ MERGER SUB, INC. By: /s/ Charl van Zyl Name: Charl van Zyl Title: Vice President RA PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President & CEO EXHIBIT A CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RA PHARMACEUTICALS, INC.
UCB S. A. of Allee de la Recherche 60, B-1070 Brussels, Belgium (“Uranus”); and
UCB S. A. /s/ Xxxx XxXxxx By: Name: Xxxx XxXxxx Title: Executive Vice President [SIGNATURE PAGE TO JOINDER AND AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
