exv10w1



 





EXHIBIT 10.1




VARIABLE INTEREST 




LOAN IN EUROS 




PEGGED TO




THE EURIBOR RATE




Policy




ENTRY N° 5710/248869




AMOUNT 11,000,000 EUROS




TERM 31.12.2013




In Alcobendas on June 29, 2007




 









 




Of the one hand, BANCO BILBAO VIZCAYA ARGENTARIA, S.A. (hereinafter referred to as the Bank), with
its registered office in Bilbao, Pl. San Nicolás 4, which was established for an unspecified period
of time under a deed authorized on October 1, 1988 by the Notary of Bilbao Mr. José María Arriola
Arana. The aforementioned deed has been registered in the Companies Registration Office in Vizcaya,
in volume 2083, book 1545, section 3 of companies, folio 1, page 14.741, entry no. 1 CIF No.
A48265169. The aforesaid bank is duly represented by Mr. Laureano DE CASTRO MARTINEZ, holder of
D.N.I: number 9692556-B and Mr. Carlos MARTINEZ SANZ, holder of D.N.I. number 2835854-T by virtue
of the powers conferred before the Notary of Bilbao Mr. Jose Ignacio Uranga Otaegui on the
12th day of June 2001 and protocol number 2.377.



And of the other hand (hereinafter referred to as the borrower)



LABORATORIOS BELMAC, S.A. hereinafter in this contract referred to as Company A or Agent Company,
with its registered office in San Sebastián de los Reyes, c/Teide, 4, a company established for an
unspecified period of time on November 28, 1988. The aforementioned deed has been registered in the
Companies Registration Office in Madrid in volume 6271, book 0, section 8 of companies, folio 69,
page M-102225, entry no. 23 CIF No. A78964038. The aforesaid company is duly represented by Mr.
Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTA PEREZ, holder of
D.N.I. number 50833170-L by virtue of the powers conferred before the Notary of Cifuentes Mrs.
María Teresa Bolás Olcina on February 2nd 2006 and protocol number 163.



And on the other hand (hereinafter referred to as the guarantors)



LABORATORIOS DAVUR, S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to as
Company B, with its registered office in San Sebastián de los Reyes, c/Teide, 4, a company
established for an unspecified period of time on January 19, 1998. The aforementioned deed has been
registered in the Companies Registration Office in Madrid in volume 12.882, book 0, section 8 of
companies, folio 130, page M-207221, entry no. 1 CIF No. B81931479. The aforesaid company is duly
represented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTA
PEREZ, holder of D.N.I. number 50833170-L by virtue of the powers conferred before the Notary of
Cifuentes Mrs. María Teresa Bolás Olcina on March 28, 2006 and protocol number 575.



LABORATORIOS RIMAFAR, S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to as
Company C, with its registered office in San Sebastián de los Reyes, c/Teide, 4, a company
established for an unspecified period of time on March 5, 2001. The aforementioned deed has been
registered in the Companies Registration Office in Zaragoza in volume 2662, book 0, section 8 of
companies, folio 54, page Z-28929, entry no. 1 CIF No. B50881770. The aforesaid company is duly
represented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTA
PEREZ, holder of D.N.I. number 50833170-L by virtue of the powers conferred before the Notary of
Cifuentes Mrs. María Teresa Bolás Olcina on March 28, 2006 and protocol number 574.



.BENTLEY API S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to as Company D,
with its registered office in Pinseque (Zaragoza), Autovía de Logroño, Km. 18,800, Polígono los
Leones, Naves 22-23, a company established for an unspecified period of time on April 23, 2004. The
aforementioned deed has been registered in the Companies Registration Office in Zaragoza in volume
3069, book 0, section 8 of companies, folio 63, page Z-35721, entry no. 1, CIF No. B83969091. The
aforesaid company is duly represented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number
386553-S and Mr. Emilio BARTA PEREZ, holder of D.N.I. number 50833170-L by virtue of the powers


 









 






conferred before the Notary of Madrid Mr. Jose Manuel García Collantes on July 20, 2006 and
protocol number 1495.



And in the presence of the Notary Public Mr. Gerardo Von Wichmann Rovira specifically required to
formalize the present contract




AGREE




          To formalize the present contract by which the Bank grants to the Borrower a loan for the
amount of 11,000,000.EUROS (eleven million Euros), with the Borrower undertaking to fully repay
the amount loaned, together with such interest charges, commissions, taxes, levies and expenses,
including such legal costs as may arise as a result of this contract, until fully paid, in
accordance with the following




CLAUSES



FIRST.- Drawdown




          The drawdown of the total loan amount shall be carried out by means of a transfer into account
number 0182 5710 01 020 104158 4 that the Borrower holds with the Bank, in the Corporate Branch of
San Sebastián de los Reyes, Office number 5710 with acknowledgement from the Borrower of the
receipt of the said amount.




          On opening the loan and on the total amount granted, there shall accrue an up front, one time
commission fee of 0.20 %, on the date of signing this contract, and for the costs and expenses of
study charges on this transaction the Bank shall receive on the same date a 0.00% commission fee on
the amount of the loan.




SECOND.- Term and amortization




          The loan shall be available between the date of the present contract and December 31, 2013 and
shall be repaid to the Bank on the dates and for the amounts in accordance with the following
amortization table:




	 	 	 	 	 
	December 31, 2008
	 	412,500 euros
	March 31, 2009
	 	412,500 euros
	June 30, 2009
	 	412,500 euros
	September 30, 2009
	 	412,500 euros
	December 31, 2009
	 	412,500 euros
	March 31, 2010
	 	412,500 euros
	June 30, 2010
	 	412,500 euros
	September 30, 2010
	 	412,500 euros
	December 31, 2010
	 	412,500 euros
	March 31, 2011
	 	412,500 euros
	June 30, 2011
	 	412,500 euros
	September 30, 2011
	 	412,500 euros
	December 31, 2011
	 	412,500 euros
	March 31, 2012
	 	412,500 euros






 









 






	 	 	 	 	 
	June 30, 2012
	 	412,500 euros
	September 30 2012
	 	412,500 euros
	December 31,2012
	 	412,500 euros
	March 31, 2013,
	 	412,500 euros
	June 30, 2013
	 	412,500 euros
	September 30, 2013
	 	412,500 euros
	December 31, 2013
	 	2,750,000 euros   






          These amortization amounts on the principal, as well as the interests payments, shall be paid
in full on the respective due dates, or before if the repayment date falls on a holiday, through
the account mentioned in the first clause, in which the Borrower must maintain the necessary funds
to cover the amounts due on each payment date.




          Notwithstanding the term of this Agreement, the Loan may be terminated by the Bank, not only
for whatever reason as set out in this contract but also when the Borrower incurs early termination
for whatever legal grounds and/or in any of the following circumstances:





	 	a)	 	Failure on the part of the Borrower to pay, on the respective due dates, the amounts in
relation to the principal, the interest thereon, fees, costs and expenses of whatever
nature or of any other amounts owed to the Bank by virtue of this Loan.
	 
	 	b)	 	Non compliance by the Borrower with any other legal or contractual payment obligations
arising from other contracts with the Bank, or with third parties when, in the latter case,
the amounts involved may be significant enough to affect the assets and financial situation
of the Borrower.
	 
	 	c)	 	General and repeated failure by the Borrower to comply with mandatory tax and social
security payments or those payments arising from an employment relationship.
	 
	 	d)	 	Non compliance with any of the obligations assumed by the Borrower by virtue of the
present contract, other than those included in paragraphs a) and b) above or of obligations
that may arise pursuant to any legal obligation which have been notified to and not
complied with by the Borrower within ten (10) business days from the relevant communication
to the Borrower by the Bank.
	 
	 	e)	 	Should it be proved that there has been misrepresentation of any facts in relation to
the Borrower or of documents presented as the basis for the granting of or the continuing
of this Loan and should the Borrower fail to provide the Bank with the necessary documents
to establish his legal or financial situation when required so to do.
	 
	 	f)	 	Judicial or administrative proceedings against the Borrower that may entail the
execution or attachment amounting to more than 25% of the Borrower’s assets or should the
said Borrower be placed under judicial administration or be the object of a confiscation
order, expropriation or administrative audit.
	 
	 	g)	 	In the event of any legal situation that may limit the Borrower’s full capacity to
administer and dispose of his assets, amongst other things in the event of the assets of
the Borrower being transferred to his creditors.




 









 






	 	h)	 	Should the Borrower seek an extra judicial agreement with his creditors that involves a
discharge or postponement in relation to the compliance with his obligations or that
affects a substantial part of his assets.
	 
	 	i)	 	Should the assets and net worth, economic or financial situation of the Borrower be
adversely affected to such an extent as to substantially affect his ability to comply with
his obligations under the present Contract or should any of the Borrower’s annual account
ratios indicated below should increase by more than 20% with respect to the same ratio for
the previous fiscal year. The ratios are: the Net Financial Debt/Equity and the Net
Financial Debt/EBITDA.
	 
	 	j)	 	Should the Borrower modify or change the nature of his business, activities or legal
status in such a manner as to adversely affect his solvency.
	 
	 	k)	 	Should the actual shareholding of the Borrower fall below 10%.
	 
	 	l)	 	Should any creditor of the Borrower demands the early termination of obligations
assumed by the said Borrower on loan, credit or discount contracts, swap agreements or
guarantees that taken on their own or together may exceed 25 % of the Borrower’s assets.
	 
	 	m)	 	Should the informed opinion of the Borrower’s audited annual accounts or any of its
Subsidiaries have been classified by the respective auditors under the headings of
“reserved opinion”, “ unfavorable opinion” or “opinion denied”, all in accordance with
generally accepted accounting principles as accepted in Spain. The “reserved opinion”, in
order to constitute a termination event, shall be based on facts and circumstances whose
impact may have a significantly negative effect on the assets of the Borrower or its
Subsidiaries.
	 
	 	n)	 	In the case of guarantors of any kind, should any of the eventualities as set out in
parts b), f), i) or l) above occur to them.





          In any of the cases referred to above the Bank has the right to declare the immediate total
early termination of this Loan.




THIRD.- Early amortization




          Notwithstanding the scheduled repayment set out in the previous clause, the loan may be the
object of an early amortization, should this suit the Borrower. The said amortization may be either
total or partial.




          The amounts corresponding to an early amortization shall be applied, in the first instance, to
meet interest payments, commissions, accrued costs and expenses and; in the second instance, to the
amortization of the principal, in accordance with the natural order of the planned amortization
dates. In the event of an early amortization of the loan on a different date to the due date for a
given interest period, the Bank shall receive, on that date, a fee of 0% on the amortization
payment.




 









 








FOURTH Accrual, calculation and payment of interest



Interest Periods



For the purpose of assessing the interest rate applicable at any given time, the contract term
shall be divided into periods coinciding with the quarterly calendar, except in the case of the
first period that will start on the commencement date of the contract and will terminate on the
last day of the corresponding calendar month and the last period that will start on the first day
of the last calendar quarter and will terminate on the last day of the contract term..




Interest rate and settlement




          The rate of nominal interest applicable shall be the EURIBOR, as defined below and the excess
rounded up to the closest multiple of 0 of one per cent, plus a differential of 0.50 percentage
points.



For the purpose of establishing the above, the EURIBOR (the Euro Interbank Offered Rate) shall be
understood as the reference rate in the Euro Money Market resulting from the application of the
convention, always in force and backed by the European Federal Bank and the Financial Markets
Association (ACI), for twelve-month euro deposits and the rate shall be taken as published on the
second business day before the day on which the corresponding interest period starts to run.



Currently the EURIBOR is published at around 11.00 a.m. (Central European Time) on Reuters’
EURIBOR01 page , and is published on the second business day before the date to which it applies.
In the event of this page becoming unavailable, the rate shall be taken with reference to whatever
may substitute it in future in accordance with the practice of the Euro Money Market in whatever
form it may be established.




          “Business day” shall be understood solely and exclusively here with reference to the Interbank
market as a day when the TARGET system is operating. With respect to this criterion, the
contracting parties establish as the nominal annual rate applicable to the first interest period a
rate of 5.02%.



For each settlement, the total amount of interest accrued shall be obtained from the rate defined
above, by applying the following formula: the outstanding principal multiplied by the interest rate
that is contractually applicable to that specific payment period, multiplied by the number of days
of the said settlement period, and this, in turn, is divided by thirty six thousand.



The agreed interest rates shall accrue per day and be settled and paid in full at the end of each
quarter on the following dates: December 31, March 31 June 30 and September 30, each year and on
the final maturity of this agreement.



In the event that the first and last settlements should not coincide with these complete periods,
the first payment shall be due on the dates comprised between the date of the credit drawdown and
the first periodic payment, and the last payment on the dates that run from when last periodic
payment falls due until the final expiry date. Any changes to the interest settlement dates shall
be communicated by the Bank to the Borrower in advance.




 









 







In the event that owing to circumstances in the relevant markets, the EURIBOR as defined above is
not published, the rate applicable to calculate the interest rate shall be the EURIBOR published
for the period immediately preceding that initially chosen for which there exists a quotation (with
preference given to the closest rather than the furthest away). The substituted rate shall be used
to calculate the nominal interest rate applicable to the said interest period with identical
calculation rules as outlined above for the substituted reference.




          In the event that it would not be possible to determine that the substituted EURIBOR in
accordance with the previous paragraph, for each interest period the rates published and applied in
the market from time to time for transactions of a similar or equal nature, quantity and time, with
identical calculation rules as in the previous paragraphs shall apply.



The applicable interest rate, calculated in accordance with the rules laid out in the previous
paragraphs, shall be increased, where applicable, by any taxes, surcharges or costs and expenses,
including in the latter case brokerage charges that may arise now or in future in relation to this
type of transaction.




Revision of the applicable interest rate



The first revision of the applicable interest rate shall be made on October 1, 2007 and thereafter
on the date on which each interest period commences.



On the first day of each period, the applicable interest shall be revised and adjusted in
accordance with the rate indicated in paragraph 2 above of the present clause.



In the case of a variation the Bank shall give notice to the Borrower, as provided for in the
clause relating to communications in this contract, of the new interest rate applicable to the
transaction which shall come into effect on the commencement date of the new interest period.



Should the Borrower not accept the rate to be applied for the new interest period, he shall notify
the Bank within 48 hours following the receipt of such notice from the Bank and where no notice to
the contrary is received it shall be assumed that the Borrower accepts the proposed rate. In the
case of non acceptance, the Borrower shall, within a period of fifteen days, repay all outstanding
amounts. Failure to comply with this obligation shall entitle the Bank to terminate the contract
with effect from the end of the reimbursement period, on which interest shall be payable at the
last applicable rate.




FIFTH. - Calculation of terms




In order to calculate the relevant time periods outlined in this contract the following definitions
shall mean:



For “CALENDAR DAY”: All the days of the calendar. For periods indicated in days these shall mean
calendar days in all cases.



For “BUSINESS DAY”: any day of the week, except Saturdays, Sundays, Public Holidays and non-working
days for banks.



 









 





For “CALENDAR MONTH”: The period running between the first and last day of any twelve months of
the year, both inclusive.



For “QUARTER”: The period running between the first day of the months of January, April, July, and
October of each year, and the last day of the months of March, June, September and December
respectively, both inclusive.



For “HALF-YEAR”: The period understood between the first day of the months of January and July in
each year, and the last day of the months of June and December, respectively, both inclusive.



For “WEEK”: The period running between a day of a specific week and the day before the
corresponding day of the following week, both inclusive.



For “MONTH”, “TWO MONTHS”, “QUARTER”, OR “HALF-YEAR”: The period running between a specific day and
the numerically preceding day in the following month, in the second month, in the third month, or
in the sixth month, consecutively, subsequently and respectively, both inclusive. If the said
month does not include a day of that number, the term shall be determined by the day closest to the
one prior to it according to the above rule.



SIXTH.- Communications




In relation to communications between the parties, it is expressly agreed that any method may be
used that provides written proof of transmission and receipt. In this regard the dispatch of a
telegram or a fax sent to the appropriate address is expressly declared as valid, as the receipt
bearing the date issue of the telegram constitutes authentic proof of the communication, and so
does the original copy of the fax on which its reception at the address indicated is printed.



SEVENTH.- Default Interest




The outstanding financial obligations of the Borrower, arising from this contract, due and
outstanding. shall accrue from the day after they fall due, with a default interest of 5 additional
points on the interest rate prevailing at the time of each payment or, if the policy has reached
term, the last interest rate applied before it became due; this shall be calculated by the same
method as that applicable to ordinary interest, although this shall apply to calendar months or a
part thereof and always for periods in arrears and the default interest shall accrue on the
principal amount on the payment dates, with the interest due and outstanding capitalizing in a
manner that, as in the case of capital increases, new interest accrues on the default interest rate
as expressed in this clause. The resulting amounts of default interest shall be regarded as final
at the time they are debited, without prejudice to the right of the Bank to demand at any time the
default interest that has accrued but has not yet been debited.



Once the operation has expired, either because the time it was agreed for has gone by, or because
any ground for early termination has arisen, and the borrower has not cancelled all his payment
obligations arising from the present contract, the default interest applicable to the total debit
balance, until the permanent repayment of the operation, shall be the last default interest in
force.



 









 





EIGHTH.- Guarantee Agreement




If, during the term of this Loan agreement, circumstances should arise that may have a negative
effect on the solvency of the Borrower or on the guarantees granted, the said Borrower, without
prejudice to the Bank’s right under the SECOND clause to an early termination of this agreement,
shall if so requested by the Bank, constitute real guarantees on any tangible assets, real estate,
chattels or entitlements as may be required as security for the obligations arising from the
present contract.



The obligation referred to in the previous paragraph shall be complied with by the Borrower within
fifteen days following the date on which the Bank so requires it. Should it transpires that the
Borrower has failed within the stipulated period to comply fully with this obligation, the Bank may
declare an early termination of the present agreement in accordance with the provisions of the
SECOND clause.



Therefore, in the event that, at the prior request of the Borrower and with the consent, where
applicable, of the Bank, the term of this agreement should be modified and/or the principle of the
Loan established under this agreement be increased, then the Borrower, shall, at the request of the
Bank, constitute real guarantees over such assets as may be required, as a security for the
compliance with the obligations entered into under the provisions of this contract. This obligation
shall continue regardless, save in such appropriately amended document or other annex to the
present contract where the parties may agree to different conditions.



The Borrower shall constitute a real guarantee in case of failure to comply with the ratios, should
they have been included in this contract, within a period of 10 days from the request of the Bank.
In accordance with the above, the real guarantee shall be constituted with the prior agreement of
the Bank and be adequate to cover the possible risk involved until the termination of the contract.



NINTH.- Insurance




The Borrower shall, at the Bank’s first request, insure his assets in a form adequate to the
objective circumstances of the market, to his particular circumstances and to the details of the
current loan.



TENTH.- Allocation of payments and set off




Save in the case of specific instructions to the contrary, the Borrower fully authorizes the Bank
that amounts paid in to reduce outstanding debts may be allocated or assigned to meet whatever
outstanding debts or other due and payable obligations the Borrower has with the Bank.



Indebtedness that the Borrower incurs arising from this contract, may be set off by the Bank with
any other indebtedness the Borrower may have in his favor, regardless of the form and documents
that support it, the termination date, which, in this case, may be accelerated by the Bank, and his
right of entitlement, including the deposit involved. The Borrower pledges all his present and
future assets for the proper performance of this agreement, with particular reference to those in
his name with the Bank, giving his irrevocable authorization to the Bank to proceed, in the event
that he



 









 







fails to meet his payment obligations, to apply the cash deposits and to realize all credit rights,
trade bills or securities that, in this case, may be deposited in the Bank, until such time as he
honors the outstanding payments still due and payable.



ELEVENTH.- Charges and Expenses




          All charges and taxes levied or to be levied by the State, Autonomous Regions, County
Councils, Councils, or similar Entities, of whatever type as well as all costs that arise by virtue
of the constitution, performance, termination or communication of the obligations arising from this
contract and, in particular, the legal charges and the brokerage fees or commissions of the Public
Notaries (Fedatarios Públicos) for their execution of this contract or for their formalities or
their subsequent interventions, and as the case may be, the charges arising for the register checks
or similar requirements in order for the Bank to recover the debt, shall be payable by the
Borrower.




          In the event of payment re-negotiation at the request of the Borrower, for an unsettled debt,
the Bank shall receive at the time of negotiation 0.40% of the total amount of the debt due and
unpaid, with a minimum of 12.02 euros.




          Where the Bank reclaims amounts due and unpaid, it shall receive without prejudice to the
charges, levies, legal costs and expenses that may arise in such circumstances, to cover the
administrative charges, a fixed amount of 30 euros, at the time when the amount is due or on the
first payment of the debt claims.




TWELFTH.-. Judicial Enforcement




The contract to which the present agreement refers has been executed, as expressed above, before
the Notary Public (Fedatario Público) and carries with it full legal force including the provisions
of article 517, section 2, number 5 of the Civil Procedure Act ( Ley de Enjuiciamiento Civil) and
the accompanying legislation.



Should the loan be in arrears for whatever reason or motive, and given that the amount payable is a
cash sum arising from the loan as certified in this document, the Bank may commence an action for
judicial enforcement in accordance with number 5°, of section 2, article 517 of the Civil Procedure
Act (Ley de Enjuiciamiento Civil) and the associated regulations, with the object of enforcing
repayment of the principal, interest thereof, fees, costs and expenses, in accordance with the
conditions as established in this contract, plus the costs and expenses, and judicial taxes and
costs that may arise as a consequence of the proceedings.



Without prejudice to what was set out in the previous paragraph, the contracting parties expressly
agree that, for purely procedural purposes, in accordance with the provisions contained in section
2 of article 572 of the Civil Procedure Act (Ley de Enjuiciamiento Civil), the Bank may include,
together with the document indicating its right to enforcement as set out at number 5° of section 2
of article 517 of the Civil Procedure Act (Ley de Enjuiciamiento Civil), issued in accordance with
the applicable notarial regulation, other certification, issued in accordance with the terms as set
out in section 1 of article 573 of the said Act, accrediting the debit balance account of the
operation, in the form agreed in this contract. For these purposes, the document indicating the
right to execution and the supporting documentation as set out in section 1 of article 573 of the
Civil Procedure Act (Ley de Enjuiciamiento Civil) shall suffice for the application for judicial
enforcement.



 









 





The Borrower agrees forthwith that any number of authorized copies of the present memorandum
requested by the Bank for judicial enforcement reasons will an have identical legal status to that
of the original copy



It shall fall on the Borrower to pay the fees or brokerage commissions of the Notaries Public
(Fedatarios Públicos) for their intervention in issuing the second copies or affidavits of this
contract as mentioned in the previous paragraph, and shall extend also to guaranteeing, as
appropriate, the payment of said fees or brokerage commission.



THIRTEENTH.- Domicile of the parties, place of fulfillment of obligations




          For all the purposes of notices, requests and communications to which this contract gives
rise, even to the effects deriving from Art. 51 of the Civil Procedure Act (Ley de
Enjuiciamiento Civil), the designated address of the Borrower shall be TEIDE 4 PARQUE EMPRESARIAL
LA MARINE, 28700 SAN SEBASTIAN DE LOS REYES, a place where it has an authorized representative to
act on its behalf, unless an irrefutable notice is given to the Bank of a change of the said
domicile.




          It is expressly declared that the place of payment and fulfillment of whatever obligations may
arise from the present contract, is the Branch of the Banco Bilbao Vizcaya Argentaria, S.A.(Office
5710), situated in C/REAL 73, 28700 S S DE LOS REYES, a place which is designated by the bank as
its domicile for the purposes mentioned in the previous paragraph.




          For the purpose of communication between the parties, it is expressly agreed that any method
may be used that permits proof of transmission and receipt. In this regard the transmission of a
telegram or fax sent to the appropriate address is expressly declared as valid and constitutes
authentic proof of receipt of service for the communication of the telegram and so does the
original copy of the fax on which its reception at the address indicated is printed ..




          The Borrower expressly agrees s that for operational, accounting or organizational reasons the
Bank reserves the right to change the account number used by the Borrower, the office number and
the location of same, though always within the same city in which the initial office was located,
and the parties accept, in this sense, the new location as the place for payment and compliance
with the obligations arising from the contract, granted also that this modification does not in the
least affect the rest of the contractual conditions, nor the obligations of whatever type assumed
by both parties in the present contract.




          The said modification shall be notified by the Bank to the Borrower by any means of
communication, provided always that there exists written proof of service in which must be
specified: the new account number and that of the office, as the case may be, should the office
address have changed, and the date from which the said modification will come into effect.




FOURTEENTH.- Assignment




          The Bank may assign, transmit or transfer, fully or in part this credit agreement or any of
the rights arising from the present contract.




 









 








          The Bank enters into the present Contract on the understanding that the Borrower possesses the
requisite legal capacity and solvency and that this contract or the rights derived thereunder may
not be assigned, transmitted or transferred, fully or in part by the latter without the express
consent of the Bank.




FIFTEENTH.- Applicable Law




          The present contract shall be governed by Spanish law.




SIXTEENTH.- Declarations and Obligations.




16.1.- DECLARATIONS OF THE BORROWER



The Bank grants the present Contract in consideration of the following declarations which the
Borrower solemnly makes:




	1.	 	That the Borrower is in possession of all necessary authorizations, where applicable, to
enter into the present Contract, and that contractual obligations so entered into are valid
and binding. At the same time, no consent, license, authorization or approval of third
parties, shall be required in relation to the granting, validity and enforceability of the
present Contract not previously obtained before the formal endorsement of this agreement.






	2.	 	That all the information submitted to the Bank, including the financial information is
correct and faithfully reflects such position, in accordance with the principles of
accountancy commonly accepted in Spain, and that there are no matters or omissions that may
distort the said information.






	3.	 	That there are no outstanding litigation, arbitration or proceedings of whatever kind or of
which the Borrower has received notice, and that should such matters conclude in a manner
adverse to the Borrower, this could have a substantially negative effect on his business
activities, assets or financial situation or his capacity to fulfill his obligations arising
from the present Contract or that could question the validity or enforceability of the present
Contract.






	4.	 	That to date there exist no grounds that could justify a declaration of early termination
neither in relation to the present Credit agreement or to any other credit or loan contract
that the Borrower may have entered into with third parties.






	5.	 	That the Borrower understands and acknowledges that the present financing transaction has
been granted by the Bank on the basis of his personal circumstances, assets and financial
situation, in accordance with the financial and asset documentation supplied to the Bank and
the representations and warranties made in the present document and the obligations undertaken
herein.





     The above solemn declarations shall be understood as being implicitly reaffirmed and renewed
on each date when the interest payments are to be made.



 









 





16.2) OBLIGATIONS OF THE BORROWER




          In addition to the obligations inherent in this Contract to repay the principal,
interest thereof, and fees, costs and expenses, the Borrower accepts the following obligations with
the Bank while the present Contract is in force or while the obligations arising from the contract
have not been fully complied with:





	1.	 	To maintain the present loan and the rights of the Bank arising from this agreement, with at
least with the same preferences, privileges and rank as those which may arise for third party
creditors on account of contracts, of whatever type, that the Borrower may enter into in
future.






	2.	 	Not to grant in favor of third parties any type of real or personal guarantees, except those
to which the Bank consents in writing, requiring the creation of identical guarantees in favor
of the Bank as those established with third party creditors, in such form as the Bank
maintains at all times the same ranking as with whatever other creditors the Borrower enters
into contracts of this type.
	 
	 	 	In respect of real or personal guarantees in existence before this Contract and which are
included in the Financial Statement of the Borrower, the latter shall not to extend, increase or
upgrade them, without previously granting equivalent guarantees in favor of the Bank.






	3.	 	The Borrower must likewise send to the Bank within Fifteen (15) days from the date on which
this is requested in writing, whatever information in relation to his economic and financial
situation, or to any relevant fact, or that which is necessary to check the use of such loaned
funds, as the Bank may reasonably demand.






	4.	 	Notification in writing to the Bank, as soon as the Borrower becomes aware of any
circumstance concerning him or his parent company that may adversely affect his true net worth
and financial situation or, in accordance with that which is established in the following
Clause may result in the expiration of this Contract and the early termination of this loan.






	5.	 	Not to segregate, break up, sell, assign, transfer or in any form dispose of a substantial
part of the premises or the group of active assets, or rights to receive payment — present or
future — of the Borrower for an amount greater than 25% of his total consolidated assets,
either as part of a single transaction or in a series of them, without receipt of an
equivalent counter benefit, and without the express prior consent of the Bank.






	6.	 	Not to enter into mergers, acquisitions or absorptions without the prior knowledge of the
Bank, nor to agree to its dissolution, transformation, merger or break-up, nor to reduce its
capital stock or modify its corporate purpose, save when obliged so to do by regulation or
rule of law.






	7.	 	To notify the Bank with due diligence of any matter which affects the truth or accuracy of
the declarations contained in section 16.1) of the present Clause.






	8.	 	Whenever it becomes necessary for the repayment of the principal of the loan or the payment
of the interests arising thereof or of whatever other amount, the Borrower shall adopt or
provide the means necessary to effect or enable the cash flow available from its Subsidiaries
to be transferred in favor of the Borrower. Such transfers may be




 









 










carried out at the discretion of the Borrower, by means of dividends distribution or whatever other
instrument.




          For the purposes of the present Contract, Subsidiaries shall have the meaning defined in
article 4 of the Securities Market Act (Ley del Mercado de Valores) 24/1988, of July 28.






	  9.	 	To comply with the applicable legislation in force at any given time in the areas of trade,
tax, employment, social, environmental or any other applicable law.






	10.	 	To communicate to the Bank: a) any variation in his shareholding that may affect more than 5%
of the total shareholding, if it is a listed company, or of 10% in other cases; and b) any
change that results in the takeover or loss of control of the company by one or more of its
partners, by which it is understood to be an absolute majority of the shareholders.





16.3) OTHER DECLARATIONS, OBLIGATIONS AND STATEMENTS




In the event that any of the following persons: the Borrower, guarantors of any type, as the case
may be, are declared insolvent, the fact that the Bank approved favorably the corresponding
Agreement shall not prevent the Bank from recovering against those other parties under an
obligation to this contract in accordance with the terms as laid out herein.



SEVENTEENTH.- Increase in costs for the Bank




Should obligations be imposed on the Bank by legislation or regulations such as coefficients,
reserves or deposits necessary over its liabilities in the Interbank Money Market, that involve an
increase in the costs of the funds that the Bank has to use for the financing of what was
implemented through the present Credit Agreement, or should restrictions be imposed, either in
relation to the interest rate or the commissions, or any other restrictions, that involve a
reduction in the income that the Bank would be entitled to pursuant to this agreement, the Borrower
shall compensate the Bank affected by the said provisions to the extent that the cost of the said
funds is increased or income reduced.



To this effect, the Bank, on each payment and liquidation of interest, and for the same period of
time, shall draw a complementary settlement charging the amount corresponding to the increase in
costs for the Bank, in accordance with the provisions contained in the previous paragraph,
including in the said settlement and liquidation a detailed calculation of the total amount
charged.



EIGHTEENTH.- General Conditions




The Bank wishes to expressly draw attention to the fact that the clauses of this contract have
previously been drawn up by same, and therefore those that do not include agreements of a
financial nature or that are not regulated by a general or specific provision that makes their
application obligatory for the contracting parties, or that have not been the object of a specific
negotiation, shall be regarded as general conditions of contract, the contracting parties together
with the Bank expressly accepting the said conditions and their incorporation into the contract, in
accordance with Law 7/1998, of April 13, on the General Conditions of Contract (Ley sobre
Condiciones Generales de la Contratación).



 









 





FINAL PAGE OF LOAN POLICY N° 5710/248869 FORMALIZED BETWEEN BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
AND LABORATORIOS BELMAC, S.A. UNDER THE SUPERVISION OF THE NOTARY PUBLIC (FEDATARIO PUBLICO).



TOTAL NUMBER OF PAGES (INCLUDING THE PRESENT AND THE ANNEXES) THAT MAKE UP THE POLICY: 17




          In fulfillment of the regulations laid down in the Ministerial Order of May 28, 1998, the
Notary Public (Fedatario Público) swears on oath that the present agreement, including such
annexes, additional clauses and attached documents as the case may be, comprising in total the
number of pages indicated above, including the present page, with the reverse side blank, numbered
in sequence on the front, all of which have been numbered, stamped, signed and sealed by the
supervising Notary Public..




          The parties state that, with a single signature stamped on the last page, they affirm their
full agreement and acceptance of the entire contents of this agreement, as it has been drafted and
with all the conditions included therein.




          By these express terms, the contracting parties agree to accept the agreement duly entered
into,




Alcobendas on June 29, 2007




	 	 	 
	BANCO BILBAO VIZCAYA
ARGENTARIA,S.A.

By Proxy

	 	THE BORROWER

LABORATORIOS BELMAC, S.A.

By Proxy






	 	 	 	 	 
	LABORATORIOS
 DAVUR, S.L.

By Proxy

	 	LABORATORIOS
 RIMAFAR,
S.L.

By Proxy
	 	BENTLEY API, S.L.

By Proxy






Under my supervision I solemnly swear to the true identity, contractual capacity and authenticity
of the signatures of the executing parties, and to their conformity and acceptance of the content
of this agreement.



THE NOTARY PUBLIC

(FEDATARIO PÚBLICO)





 









 





ADDITIONAL CLAUSE 1 TO THE VARIABLE INTEREST LOAN POLICY

BASED ON THE EURIBOR RATE NO. 5710/248869 DRAWN UP IN

ALCOBENDAS ON JUNE 29, 2007 BETWEEN BANCO BILBAO VIZCAYA

ARGENTARIA S.A. AND LABORATORIOS BELMAC, S.A. WITH THE

ASSISTANCE OF THE NOTARY PUBLIC (FEDATARIO PUBLICO) MR.

GERARDO VON WICHMANN ROVIRA



The Borrower pledges not to grant, nor to allow the existence of as a guarantee of any debt, loan,
credit or any other current or future obligation, any mortgage, pledge, assignment of assets or any
type of guarantee over some or all of its assets or profits, current or future unless it
simultaneously grants the Bank identical guarantees or rights, in the same degree, or other rights
and guarantees that are equivalent in the opinion of BBVA, S.A.



Not to set up in favor of third parties any type of real or personal guarantee, except for those
which the Bank may grant in writing, undertaking to set up in favor of the Bank guarantees
identical to those that it may set up in favor of third party creditors such that the Bank will
always be maintained in the same ranking as that of any other creditors of the Borrower and
guarantors for contracts of this type.




 









 








ADDITIONAL CLAUSE 2 TO THE VARIABLE INTEREST LOAN POLICY

BASED ON THE EURIBOR RATE NO. 5710/248869 DRAWN UP IN

ALCOBENDAS ON JUNE 29, 2007 BETWEEN BANCO BILBAO VIZCAYA

ARGENTARIA S.A. AND LABORATORIOS BELMAC, S.A. WITH THE

ASSISTANCE OF THE NOTARY PUBLIC (FEDATARIO PUBLICO) MR.

GERARDO VON WICHMANN ROVIRA




OBLIGATIONS OF THE BORROWER





	a)	 	The Borrower shall maintain as a maximum a proportional relationship between his “Net
Financial Debt” (understanding by this whatever obligation, direct or indirect, that will
accrue a payment or loss of assets, including the guarantees that could be entered into with
third parties that are not subsidiaries and not counted in the liabilities as payment
obligations, and without including the Subordinated Debt + Liquid Assets ( for the definition
of this term, see below)) obtained as at the Annual Audited Group Financial Statement and
their “Net Worth” (taking into consideration the subscribed capital share, the stock premiums,
reserves of all types, the differences of conversion, the losses and profits attributable to
the dominant company not including the dividends and the Subordinated Debt; and without
considering the negative effect on the going concern value) obtained as at from the Annual
Audited Group Financial Statement, not greater than 0.33, that is to say:
	 
	 	 	Net Financial Debt / Net Worth < 0.33
	 
	b)	 	The Borrower shall maintain at all times a relationship between the Net Financial Debt,
obtained as at the Annual Audited Group Financial Statement of the prior accounting year, and
the Operating Profit, obtained as at the Annual Audited Group Financial Statement of the prior
accounting year, not greater than 2.75, that is to say:
	 
	 	 	Net Financial Debt / Operating Profit < 2.75




 









 











.- Pari Passu and Negative Pledge.



The Borrower expressly undertakes to maintain the present credit and the rights that from the
present contract are derived for the Bank, at least with the same rank, real preferences and
guarantees, personal or of another type, that those derived of any contract, now or in the future,
for any other creditor, except the preferences and guarantees created and granted prior to this
contract, but in this case it will not be able to improve them, to increase them nor to extend them
beyond the way and term in which they are at the moment of the formalisation of the present
contract.



Specially, the Borrower undertakes not to guarantee debts or operations with third parties, either
present or future, by means of the constitution of mortgages or any other charge, burdens or
guarantees on lots, lands or assets of its property, unless written consent is given by the Bank.