Dated • May 2004 PROJECT GALAXY MEMORANDUM OF UNDERSTANDINGUcb S.A. • June 14th, 2004 • Pharmaceutical preparations • London
This Memorandum is confidential to Uranus and Centaur and their advisers and is subject to the confidentiality agreement already entered into between them and dated 19 April 2004 which continues in full force and effect.
UMBRELLA AGREEMENTUmbrella Agreement • June 14th, 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 • June 14th, 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
QuickLinks -- Click here to rapidly navigate through this documentUcb S.A. • June 14th, 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").
