definiens: ), and [COMPANY] Contrast Imaging, Inc., a Delaware corporation ( ), and their Subsidiaries ( as defined herein ) in the research, development, manufacturing, distribution, marketing and sale of humanpharmaceutical and radiopharmaceutical products and similar product lines ; and WHEREAS, DPC is the direct or indirect record and beneficial ownerof all of the issued and outstanding capital stock of [COMPANY] Pharma SA, acorporation formed under the laws of Belgium ( ), Du PontPharmaceuticals Limited, a corporation formed under the laws of the UnitedKingdom ( ), [COMPANY] Pharma Inc., a corporation formed under the lawsof Canada ( ), [COMPANY] Pharma S.A., a corporation formed under thelaws of France ( ), [COMPANY] Pharma Italia s.r.l ., a corporationformed under the laws of Italy ( ), [COMPANY] Pharma GmbH, acorporation formed under the laws of Germany ( ), Du Pont SankyoPharmaceuticals Co., Ltd, a corporation formed under the laws of Japan ( ), Du Pont Farmaceutica, Ltda ., a corporation formed under the laws ofBrazil ( ), and [COMPANY] Pharma S.A., a corporation formed under thelaws of Spain ( ) ( the ), other than directors ' qualifying shares ; and WHEREAS, [COMPANY] and DPI are the record and beneficial owners of allof the outstanding general partnership interests in DPC ( the ) ; and WHEREAS, [COMPANY] is the record and beneficial owner of all of theissued and outstanding shares of capital stock of DCI ( the ) ; and WHEREAS, DPI is the record and beneficial owner of all of the issuedand outstanding shares of capital stock of DPRL ( the ) ; and < Page > WHEREAS, DEMI and DDI are the record and beneficial owners of all ofthe issued and outstanding shares of capital stock of DPL ( the ) ; and WHEREAS, [COMPANY] is the record and beneficial owner of the all of theTransferred Equipment ( as defined herein ) ; and WHEREAS, the parties hereto desire that ( i ) immediately prior to anytransactions described in clauses ( ii ) through ( v ) below, DPC sell, convey, assign, transfer and deliver to one or more Subsidiaries of Buyer ( collectively, the ), all of the Controlled Foreign Subsidiary Shares ownedby DPC, and that DPC immediately distribute the proceeds of such sales to DuPontand DPI, ( ii ) [COMPANY] sell, convey, assign, transfer and deliver to a Subsidiaryof Buyer ( ) the DPC Interests held by [COMPANY], the DCI Shares andthe Transferred Equipment, ( iii ) DPI sell, convey, assign, transfer and deliverto another Subsidiary of Buyer ( ) the DPC Interests held by DPI,(iv ) DPI sell, convey, assign, transfer and deliver to Buyer Sub 1 the DPRLShares, and ( v ) DEMI and DDI sell, convey, assign, transfer and deliver to BuyerSub 1 the DPL Shares ; and WHEREAS, at or prior to the Closing ( as defined herein ), [COMPANY], DPC, DPL and Buyer or its Affiliates will enter into the Related Agreements ( asdefined herein ) ; and WHEREAS, the respective Boards of Directors of [COMPANY], DPI, DEMI, DDI and Buyer, and of [COMPANY] and DPI in their capacities as general partners ofDPC, have approved and declared advisable this Agreement, the Related Agreementsand the consummation of the transactions contemplated hereby and thereby