0001193805-11-000117 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • January 31st, 2011 • Citibank,N.A./ADR • New York

DEPOSIT AGREEMENT, dated as of [DATE], 2011, by and among (i) IMI PLC, a public limited company incorporated under the laws of England and Wales with registered number 00714275, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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