PROJECT GALAXY MEMORANDUM OF UNDERSTANDINGUcb S.A. • May 19th, 2004 • Pharmaceutical preparations
AGREEMENT FOR THE COLLABORATION BETWEEN CELLTECH R & D LTD and UCB FARCHIM S.A. *CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.Agreement • May 19th, 2004 • Ucb S.A. • Pharmaceutical preparations • England
Scope Collaboration between Celltech and UCB, on a co-exclusive basis (“Co-exclusive” meaning UCB and Celltech only and limited to their respective rights hereunder), for the further development, manufacture and commercialisation of the Product initially for the treatment of rheumatoid arthritis (‘RA’) and Crohn’s disease in humans and for the treatment of any other agreed indications in the Field. The co-exclusive collaboration includes the right to appoint any third party including but not limited to affiliated companies as distributors, except for Japan where UCB shall have the right to appoint sub-licensees.
UMBRELLA AGREEMENTUmbrella Agreement • May 19th, 2004 • Ucb S.A. • Pharmaceutical preparations
It is agreed between KBC Bank, société anonyme/naamloze vennootschap, hereinafter referred to as “the Bank” of the one part; and UCB SA, hereinafter referred to as “the Borrower”, of the other part, that a credit facility of GBP 800,000,000 (eight hundred million pounds sterling) (the “Facility”) shall be made available upon the terms and conditions of:
UMBRELLA AGREEMENTUmbrella Agreement • May 19th, 2004 • Ucb S.A. • Pharmaceutical preparations
It is agreed between Fortis Bank, société anonyme/naamloze vennootschap, hereinafter referred to as “the Bank” of the one part; and UCB SA, hereinafter referred to as “the Borrower”, of the other part, that a credit facility of GBP 800,000,000 (eight hundred million pounds sterling) (the “Facility”) shall be made available upon the terms and conditions of
Strictly private & confidential To: Centaur Group plc (the “Company”)Ucb S.A. • May 19th, 2004 • Pharmaceutical preparations
This letter agreement sets out the terms on which Uranus S.A. (“Uranus”) and the Company agree that the Company would pay a fee to Uranus in connection with a possible offer by or on behalf of Uranus for the entire issued ordinary share capital of the Company (the “Offer”).
To: The DirectorsUcb S.A. • May 19th, 2004 • Pharmaceutical preparations
In connection with our mutual consideration of a possible offer by Offeror to acquire the issued ordinary share capital of Centaur (“Offeree”) (the “Proposed Transaction”), this letter sets out the terms on which both of us agree to supply each other with certain confidential information.
