Common use of UCB S Clause in Contracts

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. 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 COPY FOR APPROVAL 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,- 800.000.000.- (eight hundred million pound sterling).

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. 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 COPY FOR APPROVAL 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,- 800.000.000.- (eight hundred million pound sterling).