INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc. • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2007, by and between WUXI PHARMATECH (CAYMAN) INC., an exempted company duly incorporated and validly existing under the Law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director of the Company.
WuXi PharmaTech (Cayman) Inc. AND JPMorgan Chase Bank, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • July 25th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2007 (the "Deposit Agreement") among WuXi PharmaTech (Cayman) Inc. and its successors (the "Company"), JPMorgan Chase Bank, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
LIMITED GUARANTEELimited Guarantee • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
LIMITED GUARANTEE, dated as of August 14, 2015 (this “Limited Guarantee”), by Dr. Ge Li (the “Guarantor”) in favor of WuXi PharmaTech (Cayman) Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).
AGREEMENT AND PLAN OF MERGER among NEW WUXI LIFE SCIENCE LIMITED, WUXI MERGER LIMITED and WUXI PHARMATECH (CAYMAN) INC. Dated as of August 14, 2015Agreement and Plan of Merger • August 14th, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER, dated as of August 14, 2015 (this “Agreement”), among New WuXi Life Science Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), WuXi Merger Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WuXi PharmaTech (Cayman) Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
EQUITY COMMITMENT LETTER August 14, 2015WuXi PharmaTech (Cayman) Inc. • September 1st, 2015 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of Temasek Life Sciences Private Limited, a limited company organized and existing under the Laws of Singapore (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of New WuXi Life Science Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among WuXi PharmaTech (Cayman) Inc. (the “Company”), New WuXi Life Science Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and WuXi Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly
SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • October 20th, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated as of October 20, 2015 (this “Agreement”), is made by and among Dr. Ge Li (the “Chairman”), ABG II-WX Limited, a company formed under the laws of the British Virgin Islands (“ABG”), Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Boyu” and, together with ABG, the “Initial Sponsors”), G&C Partnership L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“G&C”), Temasek Life Sciences Private Limited, a limited company formed under the laws of Singapore (“Temasek”), Hillhouse Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Hillhouse”), Ping An Life Insurance Company of China, Ltd. (Registration No. 100000000037463), a joint stock limited company formed under the laws of the People’s Republic of China (the “PRC”) (“Ping An”), G&C IV Limited, a company incorporated under the laws of the Cayman
U.S.$800,000,000 FACILITY AGREEMENT dated November 20, 2015 for WUXI MERGER LIMITED arranged by PING AN BANK CO., LTD. ( ) and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. ( ) as Mandated Lead Arrangers with SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. (...Intercreditor Agreement • November 20th, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
CONTRACT SERVICES AGREEMENTContract Services Agreement • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
THIS CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into 18th day of May, 2005 (the “Effective Date”), by and between VERTEX PHARMACEUTICALS (SAN DIEGO) LLC, a Delaware limited liability company, having a principal place of business at 11010 Torreyana Road, San Diego, CA 92121, USA (hereinafter “Vertex”) and WUXI PHARMATECH CO., LTD., having a business address at 2nd Floor, A, Building 4, #253 Aidu Road, Waigaoqiao Free Trade Zone, Shanghai, China 200131 (hereinafter “Company”).
MASTER STARTING MATERIAL MANUFACTURING (CHINA) AGREEMENTChina) Agreement • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
WuXi PharmaTech Co., LTD. (“Contractor”), having its principal place of business at NO. 1 Building, 288 FuTe ZhongLu, WaiGaoQiao Free Trade Zone, Shanghai, P.R. China 200131, and
ContractWuXi PharmaTech (Cayman) Inc. • June 25th, 2009 • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THEY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
SHARE SUBSCRIPTION AGREEMENT among WUXI PHARMATECH (BVI) INC., GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAPSTAR, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAP COINVESTMENTS CDA, L.P., GAPCO GMBH & CO. KG,...Share Subscription Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc. • New York
SHARE SUBSCRIPTION AGREEMENT, dated January 26, 2007 (this “Agreement”), among WuXi PharmaTech (BVI) Inc., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestments III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestments IV”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAP Coinvestments CDA”), GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”, together with GAP LP, GAP-W, GapStar, GAP Coinvestments III, GAP Coinvestments IV and GAP Coinvestments CDA, collectively, “General Atlantic”), Fidelity Asia Ventures Fund L.P., a Bermuda limited partnership (“Fidelity Ventures”) a
CUSTOM SYNTHESIS AGREEMENT By and Between Merck & Co., Inc. and WuXi PharmaTech Co., Ltd.Custom Synthesis Agreement • August 8th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New Jersey
This Agreement (the “Agreement”) confirms the mutual understanding by and between Merck & Co., Inc., a New Jersey corporation having a place of business at One Merck Drive, Whitehouse Station, NJ 08889 (“MERCK”), and WuXi PharmaTech Co., Ltd., a Chinese corporation having a place of business at Building 4, 2nd Floor A, 253 AiDu Road, Shanghai WaiGaoQiao Free Trade Zone, Shanghai, China, PS 200131 (“PHARMATECH”).
PROCUREMENT AGREEMENT NO. EFFECTIVE DATE:Mutual Confidentiality Agreement • August 8th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New Jersey
This FULL TIME EQUIVALENTS (“FTE”) AGREEMENT FOR SERVICES (this “AGREEMENT”), dated as of 1 October 2006 (the “EFFECTIVE DATE”), by and between MERCK & Co., Inc., a New Jersey corporation (“MERCK”), with offices at One MERCK Drive, Whitehouse Station, NJ 08889-0100 and WuXi PharmaTech Co., Ltd., a Chinese corporation (WXPT), with offices at No. 1 Building, 288 Fu Te ZhongLu, WaiGaoQiao Free Trade Zone, Shanghai, P.R. China (“PRC”).
To: Group & Cloud Limited (the “Borrower”) Waigaoqiao Free Trade Zone Shanghai 200131, China Attention: Mr. Li GeStrictly Private and Confidential • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This letter is to be read together with the term sheet attached hereto as Appendix A to this letter (the “Term Sheet”; together with this letter and appendices attached hereto, this “Commitment Letter”). Each capitalised term defined in the Term Sheet, unless otherwise defined in this Commitment Letter or the other Underwriting Documents (as defined below), has the same meaning when used in this Commitment Letter. For purposes of the Underwriting Documents:
LEASE AGREEMENT Basic Lease InformationLease Agreement • June 16th, 2008 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • Minnesota
This Lease Agreement (the “Lease”) is made as of the Lease Date set forth in the Basic Lease Information on the first page. The Basic Lease Information is a part of the Lease and the Basic Lease Information and the balance of the Lease shall be construed as a single instrument.
SECOND AMENDED AND RESTATED JOINT VENTURE AGREEMENT relating to WUXI PHARMATECH (BVI) INC.Joint Venture Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc. • New York
NOW IT IS HEREBY AGREED that the Amended and Restated JV Agreement shall be amended and restated in its entirety as set forth herein, and the Parties hereto further agree as follows:-
NOTE PURCHASE AGREEMENT among WUXI PHARMATECH (BVI) INC., GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAPSTAR, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAP COINVESTMENTS CDA, L.P., GAPCO GMBH & CO. KG and J....Note Purchase Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc. • New York
NOTE PURCHASE AGREEMENT, dated January 26, 2007 (this “Agreement”), among Wuxi PharmaTech (BVI) Inc., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestments III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestments IV”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAP Coinvestments CDA”), GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment” and, together with GAP LP, GAP-W, GapStar, GAP Coinvestments III, GAP Coinvestments IV and GAP Coinvestments CDA, collectively, “General Atlantic”), and J. P. Morgan Securities Ltd., a company incorporated with limited liability under th
WuXi PharmaTech (Cayman) Inc. AND JPMorgan Chase Bank, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of [DATE], 2007Deposit Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc.
DEPOSIT AGREEMENT dated as of [DATE], 2007 (the “Deposit Agreement”) among WuXi PharmaTech (Cayman) Inc. and its successors (the “Company”), JPMorgan Chase Bank, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
FIRST AMENDMENT TO LEASELease • June 25th, 2009 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
This First Amendment to Lease (this “Amendment”) dated June 10, 2008 is between 1201 Northland Drive LLC, a Minnesota limited liability company (“Landlord”), and WuXi AppTec, Inc., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER by and among AppTec Laboratory Services, Inc., Paul Acquisition Corporation, Paul (US) Holdco, Inc., and WuXi PharmaTech (Cayman) Inc. Dated as of January 3, 2008Agreement and Plan of Merger • April 4th, 2008 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 3, 2008 (the “Agreement”), by and among WuXi PharmaTech (Cayman) Inc., a Cayman corporation (“WuXi”), Paul (US) Holdco, Inc., a Delaware corporation and a wholly-owned subsidiary of WuXi (“Holdco”), Paul Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdco (the “Subsidiary”), and AppTec Laboratory Services, Inc., a Delaware corporation (the “Company”).
GREATER ATLANTA COMMERCIAL BOARD OF REALTORS, INC. STANDARD COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • June 16th, 2008 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
THIS LEASE is made by and among Lonnie Pope (hereinafter called “Landlord”), and ViroMed Laboratories, Inc. d/b/a Axios, Inc. (hereinafter called “Tenant”), and Bryant & Associates hereinafter called “Broker”) and Cushman & Wakefield of Georgia, Inc. (hereinafter called “Co-Broker”).
COVER PAGELease Agreement • June 16th, 2008 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
The capitalized terms in this Lease shall have the meanings ascribed to them below, and each reference to such term in the Lease shall incorporate such meaning therein as if fully set forth therein.
AGREEMENT FOR NON-GMP SYNTHESIS SERVICESAgreement for Non-GMP Synthesis Services • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This AGREEMENT FOR NON-GMP SYNTHESIS SERVICES (“Agreement”), effective as of March 4, 2003 (“Effective Date”), is between Pfizer Inc, a Delaware corporation with an address at 235 East 42nd Street, New York, NY 10017 on behalf of itself and its Affiliates (collectively “Pfizer”), and WuXi PharmaTech Co., Ltd., a China corporation with an address at 253 AiDu Road, 2nd Floor, Part A, Building 4, WaiGaoQiao Free Trade Zone, Shanghai, China 200131 on behalf of itself and its Affiliates (collectively “WuXi”). For purposes of this Agreement, an “Affiliate” is any company, now or in the future, controlling, controlled by, or under common control with, Pfizer as indicated by direct or indirect ownership or control of a least 50% of the voting stock or similar interest.
WuXi PharmaTech (Cayman) Inc. 13,188,979 American Depositary Shares Each Representing Eight Ordinary Shares, Par Value US$0.02 Per Ordinary Share UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
Dated 16 February 2015 WUXI PHARMATECH (CAYMAN) INC. AS BORROWER WUXI APPTEC HOLDING COMPANY, INC. WUXI APPTEC, INC. WUXI APPTEC (BVI) INC. WUXI APPTEC (HONG KONG) LIMITED AS ORIGINAL GUARANTORS CITIGROUP GLOBAL MARKETS ASIA LIMITED AS COORDINATING...Facility Agreement • April 15th, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • England
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc. • Virgin Islands
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between WuXi PharmaTech (BVI) Inc. (the “Company”) and (the “Executive”)(collectively the “Parties”; individually a “Party”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2008 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is executed as of January 31, 2008, by and among WuXi PharmaTech (Cayman) Inc., a Cayman corporation (“WuXi”), Paul (US) Holdco, Inc., a Delaware corporation and wholly owned subsidiary of WuXi (“Holdco”), Paul Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Holdco (the “Subsidiary”), and AppTec Laboratory Services, Inc., a Delaware corporation.
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • November 20th, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2015 (this “Amendment”), is made by and among New WuXi Life Science Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Parent”), WuXi Merger Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WuXi PharmaTech (Cayman) Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands (the “Company”).
Dated June 4, 2007 The persons and entities named as Vendors herein and WuXi PharmaTech (Cayman) Inc. (Purchaser) Share Exchange Agreement relating to WuXi PharmaTech (BVI) Inc.Agreement • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
WUXI PHARMATECH (CAYMAN) INC. INCENTIVE STOCK OPTION AGREEMENTEmployee Share Incentive Plan • July 24th, 2007 • WuXi PharmaTech (Cayman) Inc.
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated by and between WuXi PharmaTech (Cayman) Inc., a Cayman exempted company (the “Company”), and (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Company to the Grantee as to the number of shares of the Company’s Ordinary Shares first set forth below.
MASTER CHEMISTRY SERVICES AGREEMENTMaster Chemistry Services Agreement • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This Master Chemistry Services Agreement (“Agreement”) is made and entered into as of January 2, 2006 (“Effective Date”) by and between
EQUITY COMMITMENT LETTER August 14, 2015WuXi PharmaTech (Cayman) Inc. • September 1st, 2015 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of Dr. Ge Li (the “Borrower Shareholder”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Group & Cloud Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Borrower”).
AMENDMENT TO THE AMENDED AND RESTATED CONSORTIUM AGREEMENTConsortium Agreement • September 1st, 2015 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
This AMENDMENT TO THE AMENDED AND RESTATED CONSORTIUM AGREEMENT, dated as of August 14, 2015 (this “Amendment”), is made by and among Dr. Ge Li (the “Chairman”), ABG Capital Partners II GP, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“ABG”), Boyu Capital Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Boyu”), Temasek Life Sciences Private Limited, a limited company formed under the laws of Singapore (“Temasek”), Hillhouse Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Hillhouse”), Ping An Insurance (Group) Company of China. Ltd., a joint stock limited company formed under the laws of the PRC (“Ping An” and together with the Chairman, ABG, Boyu, Temasek and Hillhouse, the “Original Parties”), G&C Partnership L.P. (“G&C”), ABG II-WX Limited, a company formed under the laws of the British Virgin Islands (“New ABG”), Hillhouse Capital Fund II, L.P., an exempted
SECOND AMENDMENT TO LEASELease • June 25th, 2009 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of April 30, 2008 (the “Amendment Date”) by and between ALPHA EXCHANGE, LLC, a Georgia limited liability company (successor-in-interest to Highwoods Realty Limited Partnership) (“Landlord”) and WUXI APPTEC, INC., a Delaware corporation (f/k/a Apptec Laboratory Services, Inc., a Delaware corporation) (“Tenant”).
MASTER CHEMISTRY SERVICES AGREEMENTMaster Chemistry Services Agreement • August 6th, 2007 • WuXi PharmaTech (Cayman) Inc. • Pharmaceutical preparations • New York
This Master Chemistry Services Agreement (“Agreement”) is made and entered into as of December 1, 2005 (“Effective Date”) by and between
