Exhibit 4.5


 


	
  SHEARMAN
  & STERLING LLP

  	
  PROJECT
  HEXAL

  



 


 


SHARE
AND PARTNERSHIP INTEREST

SALE AND TRANSFER AGREEMENT


 


 


among


 


 


Dr. Andreas
Strüngmann, Ms. Susan Strüngmann,

Ms. Nicole Strüngmann and Mr. Florian Strüngmann

each [Address Redacted],


 


Dr. Thomas Strüngmann,
Ms. Cornelia Strüngmann, Mr. Fabian Strüngmann,

Ms. Janina Strüngmann, Ms. Fiona Strüngmann and Mr. Felix
Strüngmann,

each [Address Redacted],


 


Hexal Aktiengesellschaft

Industriestrasse 25, 83607 Holzkirchen, Germany,


 


A+T Vermögensverwaltung GmbH

Industriestrasse 25, 83607 Holzkirchen, Germany,


 


 


and


 


 


Novartis
(Deutschland) GmbH,

Obere Turnstrasse 8-10, 90327 Nuremberg, Germany,

(as purchaser)


 


Novartis AG, 

Lichtstrasse 35, 4056 Basle, Switzerland,

(as guarantor)


 


 


relating to the
acquisition of shares in A+T Vermögensverwaltung GmbH 

as well as partnership interest in A+T Holding GmbH & Co. KG


 


 


dated February 16/17,
2005


 





















 


Gen. Prot. 2005/1


 


NOTARIAL
DEED


 


Negotiated
at Basle/Switzerland this 16th
(sixteenth) and 17th (seventeenth) day of February, 2005 (two
thousand and five).


 


Before me, the
undersigned Notary Public


 


 


Prof. Dr. Daniel
Staehlin


 


having its offices
in Basle/Switzerland, Hirschgässlein 11


 


appeared:


 


1.                                       Mr. Wolfgang
Boorberg, born April 14, 1943, German citizen, with business address at
70173 Stuttgart (Germany), Königsteinstrasse 1A identified by his identity card
no. 6009266102 here not acting in his own name but as representative without
power of representation and conditional upon subsequent approval in the name
and on behalf of


 


(a)                                  Dr. Andreas Strüngmann, [Address
Redacted];


 


(b)                                 Ms. Susan Strüngmann,
resident as above;


 


(c)                                  Ms. Nicole Strüngmann,
resident as above;


 


(d)                                 Mr. Florian Strüngmann,
resident as above;


 


(e)                                  Dr. Thomas Strüngmann, [Address
Redacted];


 


(f)                                    Ms. Cornelia Strüngmann,
resident as above;


 


(g)                                 Mr. Fabian Strüngmann,
resident above;


 


(h)                                 Ms. Janina Strüngmann,
resident as above;


 


(i)                                     Ms. Fiona Strüngmann,
resident as above;


 


(j)                                     Mr. Felix Strüngmann,
resident as above (together with the persons set forth in lit. (a) to (i) ”Sellers”)


 


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(k)                                  Hexal Aktiengesellschaft,
Industriestrasse 25, 83607 Holzkirchen, a German stock corporation with head
office at Holzkirchen, Germany, registered with the commercial register of the
local court of Munich, under HR B 110375 (“Hexal” or “Company”),


 


(l)                                     A+T Vermögensverwaltung GmbH,
Industriestrasse 25, 83607 Holzkirchen, a German limited liability company with
head office at Holzkirchen, Germany, registered with the commercial register of
the local court of Munich, under HR B 117050 (“A+T GmbH”)


 


The approval has to be declared towards the
undersigned notary and will become effective upon its receipt by the notary. If
the approval is declared by an authorized person, who, up to now, has only
provided evidence of authorization towards the Purchaser by a none notarized
authorization, a notarized version of the authorization (which was signed
before a notary) has to be delivered to the undersigned notary as soon as
reasonably possible and prior to the Closing Date as a subsequent exhibit to
the agreement.


 


2.                                       Mr. Jörg
Walther, born February 10, 1961, Swiss citizen, with business address at
Lichtstrasse 35, 4002 Basle, identified by his identity card no. CO229478, here
not acting in his own name but as representative without power of
representation and conditional upon subsequent approval in the name and on
behalf of


 


(a)                                  Novartis (Deutschland) GmbH, Obere Turnstrasse 8-10, 90327 Nuremberg
(Germany), (“Purchaser”);


 


(b)                                 Novartis AG, a Swiss stock
corporation with head office at Basle City, Switzerland registered with the
commercial register of the Canton Basle under CH- 270.3002.061-2 (“Novartis”);


 


The approval has to be
declared towards the undersigned notary and will become effective upon its
receipt by the notary. If the approval is declared by an authorized person,
who, up to now, has only provided evidence of authorization towards the
Purchaser by a none notarized authorization, a notarized version of the
authorization (which was signed before a notary) has to be delivered to the
undersigned notary as soon as reasonably possible and prior to the Closing Date
as a subsequent exhibit to the agreement.


 


The Notary Public
explained to the persons appeared on the incompatibility of the notarial
function with the function of a legal advisor to one of the Parties in the
matter to be notarized (§ 233 Section 1.4 of the Introductory Act of
the Canton Basle-City to the Swiss Civil Code;


 


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Section 3 (1) No. (7) of
the German Notarization Act (Beurkundungsgesetz)).
The Notary Public explained and the Parties to this Notarial Deed confirmed
that neither the Notary Public nor his partners and further persons associated
to him within the meaning of said provisions have been involved as legal
advisors in the matter at hand.


 


The persons appeared,
acting as stated above, requested the notarization of the following:


 


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PREAMBLE


 


A.                                   WHEREAS Dr. Andreas
Strüngmann, Ms. Susan Strüngmann, Ms. Nicole Strüngmann, Mr. Florian
Strüngmann, Dr. Thomas Strüngmann, Ms. Cornelia Strüngmann, Mr. Fabian
Strüngmann, MS. Janina Strüngmann, Ms. Fiona Strüngmann and Mr. Felix
Strüngmann (“Strüngmann Family”) are the sole shareholders of A+T GmbH.


 


B.                                     WHEREAS the fully paid in
registered share capital (Stammkapital)
of A+T GmbH in the aggregate amounts to DM 50,000 being divided into 10 shares
(Geschäftsanteile), which are held by the members
of the Strüngmann Family as follows:


 


(a)                                  Dr. Andreas Strüngmann
holds one share in A+T GmbH with a nominal value of DM 10,000 representing in
the aggregate twenty percent of the entire registered share capital of A+T
GmbH;


 


(b)                                 Ms. Susan Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH;


 


(c)                                  Ms. Nicole Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH;


 


(d)                                 Mr. Florian Strüngmann
holds one share in A+T GmbH with a nominal value of DM 5,000 representing in
the aggregate ten percent of the entire registered share capital of A+T GmbH;


 


(e)                                  Dr. Thomas Strüngmann holds
one share in A+T GmbH with a nominal value of DM 2,500 representing in the
aggregate five percent of the entire registered share capital of A+T GmbH;


 


(f)                                    Ms. Cornelia Strüngmann
holds one share in A+T GmbH with a nominal value of DM 2,500 representing in
the aggregate five percent of the entire registered share capital of A+T GmbH;


 


(g)                                 Mr. Fabian Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH;


 


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(h)                                 Ms. Janina Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH;


 


(i)                                     Ms. Fiona Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH;


 


(j)                                     Mr. Felix Strüngmann holds
one share in A+T GmbH with a nominal value of DM 5,000 representing in the
aggregate ten percent of the entire registered share capital of A+T GmbH (the
shares in A+T GmbH set forth in lit. (a) to (j) above together “GmbH
Shares”).


 


C.                                     WHEREAS
A+T GmbH, as general partner, and Dr. Andreas Strüngmann as well as Hexal,
as limited partners, are the sole partners of A+T Holding GmbH & Co.
KG, a German limited partnership with its office at Industriestrasse 25, 83607
Holzkirchen registered with the commercial register of the local court of
Munich under HR A 73461 (“A+T KG”).


 


D.                                    WHEREAS
the fully paid in partnership interest (Festkapital)
in A+T KG in the aggregate amounts to € 59,000 and is held as follows:


 


(a)                                  A+T GmbH holds, as general
partner (Komplementär), a
partnership interest (Festkapitalanteil)
in the amount of € 0;


 


(b)                                 Dr. Andreas Strüngmann, as
limited partner (Kommanditist), a
partnership interest (Festkapitalanteil)
in the amount of € 50,000 (“KG Interest”);


 


(c)                                  Hexal holds, as limited partner
(Kommanditist), a partnership
interest (Festkapitalanteil) in
the amount of € 9,000.


 


E.                                      WHEREAS
A+T KG is the sole shareholder of Hexal, the entire registered share capital (Grundkapital) of which amounts to DM
183,250,000 and is divided into 183,250 issued and outstanding fully paid in
registered shares (auf den Namen lautende
Nennbetragsaktien verbrieft in einem Zwischenschein) with a nominal
value of DM 1,000 each.


 


F.                                      WHEREAS
Hexal is one of the leading generic pharmaceutical companies in Germany and is –
together with its domestic and foreign subsidiaries and joint-ventures listed
in Annex 1 hereto (Hexal together with such subsidiaries and joint-ventures
“Hexal Group Companies” and together with A+T GmbH as well as A+T KG “Hexal


 


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Companies”(1)) – engaged in the development,
production, marketing and sales of drugs and other pharmaceutical and biological
products, inter alia under the
registered trademark “Hexal” (“Hexal Group Business” and together with the businesses
of A+T GmbH as well as A+T KG “Hexal Business”).


 


G.                                     WHEREAS
the Purchaser is a wholly owned indirect subsidiary of Novartis, which is the
holding company of a globally operating pharmaceutical group.


 


H.                                    WHEREAS
the Sellers are interested in selling the Hexal Companies with all tangible and
intangible assets of the Hexal Business to the Purchaser as described in more
detail in this Agreement, while the Purchaser, based upon the representations
and warranties made by the Sellers in this Agreement, is interested in
acquiring the Hexal Companies in this form.


 


It is intended that the Hexal Business will be fully
integrated into the global retail generics and biopharmaceutical business of
Sandoz-Group, whereby in principle the Hexal operations in Holzkirchen and
Barleben shall be continued.


 


I.                                         WHEREAS
the sale and transfer of the Hexal Companies under this Agreement shall have
economic effect as of December 31, 2004, 24:00 / January 1, 2005,
0:00 (“Effective Date”), it is acknowledged by the Parties that all profits and
cash flows generated by, as well as the intrinsic value of, the Hexal Business
and any of the Hexal Companies shall, as from that date, be to the benefit of
the Purchaser and, thus, shall not be directly or indirectly withdrawn or
distributed by or to the benefit of the Sellers, unless otherwise expressly
stated herein.


 


J.                                        WHEREAS
a list of all Annexes to this Agreement is attached as Exhibit A
hereto. An index of defined terms is attached in Exhibit B hereto.


 


NOW, THEREFORE, THE
PARTIES HERETO AGREE AS FOLLOWS:


 










(1)                                  To
include any joint-ventures, which are directly or indirectly controlled by
Hexal.


 


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I.

SALE AND TRANSFER OF THE GMBH SHARES


 


1.                                       The members of the Strüngmann
Family sell and transfer to the Purchaser the GmbH Shares with all dividend and
dividend drawing rights (Gewinn- und Gewinnbezugsrechte) relating to profits not yet distributed on the Effective
Date and all subscription and other rights pertaining to the GmbH Shares as
follows:


 


(a)                                  Dr. Andreas Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 10,000.


 


(b)                                 Ms. Susan Strüngmann hereby
sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


(c)                                  Ms. Nicole Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


(d)                                 Mr. Florian Strüngmann hereby
sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


(e)                                  Dr. Thomas Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 2,500.


 


(f)                                    Ms. Cornelia Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 2,500.


 


(g)                                 Mr. Fabian Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII


 


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Section 1
below, transfers to the Purchaser, who accepts such sale and transfer, one
share in A+T GmbH with a nominal value of DM 5,000.


 


(h)                                 Ms. Janina Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


(i)                                     Ms. Fiona Strüngmann hereby
sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


(j)                                     Mr. Felix Strüngmann hereby
sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth in Part XIII
Section 1 below, transfers to the Purchaser, who accepts such sale and
transfer, one share in A+T GmbH with a nominal value of DM 5,000.


 


2.                                       Each member of the Strüngmann
Family hereby waives all pre-emptive and other rights and claims, if any, in
respect of any of the GmbH Shares.


 


3.                                       The board of directors (Verwaltungsrat) of Novartis AG, Basle, the
ultimate parent company of the Purchaser and Novartis, has irrevocably
consented to the acquisition and transfer of the GmbH Shares pursuant to Section 1
lit. (a) to (j) above as set forth in Annex 2 hereto.


 


II.

SALE AND TRANSFER OF THE KG INTEREST


 


1.                                       Dr. Andreas Strüngmann
hereby sells and, subject to the satisfaction of all conditions precedent (aufschiebende Bedingungen) set forth Part XIII Section 1
below, transfers to the Purchaser, who accepts such sale and transfer, the KG
Interest together with


 


(i)                                     the entire balances as of the date hereof on Dr. Andreas
Strüngmann’s (x) partner’s account (Festkapitalkonto),
(y) partner’s loan account (Gesellschafterdarlehenskonto) as well as (z) any other
account set forth in Annex 3 hereto in A+T KG, irrespective of
their type and designation, including all balances of the other Sellers on
partner’s loan, private or settlement accounts (Darlehens-, Privat- oder Verrechnungskonten),


 


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(ii)                                  all rights relating to profits
not yet withdrawn on the Date hereof and


 


(iii)                               all other rights and claims
pertaining to the KG Interest, the balances pursuant to lit. (i) or
profit entitlements pursuant to lit. (ii).


 


2.                                       Each of the partners of A+T KG
has irrevocably consented to the sale and transfer of the KG Interest pursuant
to Section 1 above as set forth in Annex 4 hereto and hereby waives
all pre-emptive and other rights and claims, if any, in respect of the KG
Interest.


 


3.                                       Each of the Sellers hereby
irrevocably consents to the sale and transfer of the KG Interest pursuant to Section 1
above, hereby waives all pre-emptive and other rights and claims, if any, in
respect of the KG Interest and all Sellers hereby terminate with effect as of
the Closing Date (as defined in Section XIII Section 3 below) any
existing trustee arrangement in respect of such KG Interest.


 


4.                                       The board of directors (Verwaltungsrat) of Novartis has irrevocably
consented to the acquisition and transfer of the KG Interest pursuant to Section 1
above as set forth in Annex 2 hereto.


 


III.

COVENANTS;

INDEMNIFICATION UNDERTAKINGS


 


1.                                       As from the date hereof until
the Closing Date, the Sellers undertake, to the extent legally possible, to
procure that


 


(a)                                  the Hexal Business shall be
conducted in the ordinary course of business consistent with past practice and
with the prudence of a diligent businessman except as expressly set forth in
this Agreement; none of the measures and actions set forth in Annex 5
hereto shall in any event be taken without the prior written approval of the
Purchaser, not to be unreasonably withheld.


 


(b)                                 the business organization of the
Hexal Companies, including any assets relating thereto, as well as the
relations of the Hexal Companies to their employees, agents, customers and
suppliers shall be preserved to the best extent; the undertaking set forth in Section 4
below shall not be affected hereby;


 


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(c)                                  no measures or actions will be
taken that might impair the condition of the Hexal Companies as represented and
warranted in Part VI below outside the ordinary course of business;


 


(d)                                 none of the shares, or
partnership interest, as the case may be, in the Hexal Companies held by any of
the Sellers or the Hexal Companies shall be sold, transferred or otherwise
disposed of without the prior written approval of the Purchaser;


 


(e)                                  the management of the Hexal
Companies shall disclose to the Purchaser all material matters concerning the
operation of the Hexal Business and shall grant to the Purchaser, its
employees, professional advisors and other representatives access to the Hexal
Business, provided that such access does not unreasonably disrupt the conduct
of the Hexal Business;


 


(f)                                    no resolutions in shareholders’
or partners’ meetings of any of the Hexal Companies shall be adopted without
the prior written approval of the Purchaser and no profit distribution or
withdrawal of profits (including any withdrawal from partner’s accounts,
partner’s loan accounts or any other accounts at A+T KG), as the case may be,
shall be effected in respect of any of the Hexal Companies.


 


2.                                       Except as expressly set forth in
this Agreement and its Annexes, all legal relations between the Sellers and the
Hexal Companies and all rights and claims of the Sellers against the Hexal
Companies shall terminate as of the Closing (as defined in Part XIII Section 1
below) and no obligation or liability shall arise for the Hexal Companies or
the Purchaser from such termination.


 


The
Sellers undertake to procure that the same shall apply to all legal relations between
each of their relatives within the meaning of Section 15 German Tax Act (Abgabenordnung, AO) (“Relatives”) as well as all
companies, which are directly or indirectly majority owned by any, some or all
of the Sellers or any of their Relatives, other than the Hexal Companies, (“Controlled
Companies”) vis-à-vis any of the Hexal Companies and the Sellers shall, if
necessary, indemnify the Hexal Companies and / or the Purchaser.


 


This
Section 2 shall not apply to the agreements set forth in Annex 6
hereto.


 


3.                                       The Sellers hereby undertake to
procure that on the Closing Date all members of the supervisory boards,
advisory boards or similar bodies of the Hexal Companies set


 


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forth
in Annex 7 hereto shall resign in writing from their positions and
confirm that they have no outstanding or future claims against any of the Hexal
Companies.


 


4.                                       The Sellers hereby undertake to
procure that all of the shares in Hexal Syntech GmbH shall be transferred, as
soon as reasonably possible but in any event prior to the Closing Date to any,
some or all of the Sellers or a company to be denominated by the Sellers
against a purchase price of one (1) Euro and thereafter the business operations
of Hexal Syntech GmbH shall be leased back to a company designated by the Purchaser
on the basis of the milestone as set forth in Annex 8 hereto. The
contract with all employees of Hexal Syntech GmbH shall be transferred to the
lessee as set forth in the business lease agreement.


 


The Parties shall
procure that Hexal Syntech GmbH initiates as soon as reasonably possible
following the Closing Date all measures and examinations set forth in the
indemnity order (Freistellungsbescheid)
of the regional administration board (Regierungspräsidium
Dresden) dated February 26, 2004 in respect of the property
located in Radebeul (together with all buildings and business operations
thereon “Radebeul Site”). These measures and examinations shall  be accomplished within a period of twelve
months following the Closing Date. On the basis of the outcomes thereof, the
Parties shall mutually agree what additional measures are to be reasonably
taken in respect of the property and to eventually communicate with competent
authorities. In connection with the business lease agreement to executed
pursuant to this Section 4, the lessee shall be granted the right to
acquire all shares in Hexal Syntech GmbH for a purchase price consideration of
one (1) Euro. The Parties are in agreement, the job guarantees set forth
in the indemnity order (Freistellungsbescheid)
of the regional administration board (Regierungspräsidium
Dresden) dated February 26, 2004 are to observed by the lessee
of the business operations of Hexal Syntech GmbH.


 


5.                                       The Sellers undertake to procure
that, (i) as soon as reasonably possible but in any event prior to the
Closing Date the call options relating to the property located in Holzkirchen,
Industriestrasse 14 and 25 as well as Raiffeisenstrasse 11 shall be
transferred, without any additional compensation, from Dr. Andreas
Strüngmann and Dr. Thomas Strüngmann to Hexal and (ii) within five
Business Days after the Closing Date the title to the property located in Barleben,
Otto-von-Guericke-Allee 1 shall be transferred, without any additional compensation,
from Dr. Andreas Strüngmann and Dr. Thomas Strüngmann to Salutas
Pharma GmbH, Barleben, (together “Property Rights Transfer”).


 


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6.                                       The Parties are in agreement
that as soon as reasonably possible but in any event prior to the Closing Date
Hexal shall implement an employee transaction bonus program as set forth in
more detail and subject to the conditions in Annex 9 hereto
covering an overall volume of approx. € 80 million. The costs of such program
shall be borne by Hexal up to an amount of € 35 million and by the Sellers
regarding the remaining amount. The program shall provide that the distribution
to the beneficiaries is subject to a continuation of services of the respective
beneficiary of at least 12 months following the Closing Date.


 


7.                                       The Purchaser undertakes to
procure that the Hexal Companies shall


 


(a)                                  indemnify the Sellers from any
responsibility for any and all obligations or liabilities of the Hexal
Companies and


 


(b)                                 effect that assets which are in
the private ownership of the Sellers and do not form part of the transactions
agreed herein but secure obligations or liabilities of the Hexal Companies are
released from this encumbrance as soon as reasonably possible,


 


except
to the extent that the Sellers have represented and warranted in this Agreement
that such obligations and liabilities of the Hexal Companies do not exist or
have undertaken in this Agreement to indemnify the Hexal Companies and/or the
Purchaser from such obligations and liabilities.


 


8.                                       The Sellers undertake to
indemnify the Hexal Companies and the Purchaser from


 


(a)                                  any and all obligations and
liabilities of the Sellers, their Relatives and Controlled Companies, whether
existing or contingent, which may be claimed from the Hexal Companies and/or
the Purchaser, except for arms’-length claims resulting from ongoing business
relations in line with the ordinary course of business with Siemens &
Co. Heilwasser und Quellenprodukte des Staatsbades Bad Ems GmbH & Co.
KG, with Lindopharm GmbH, with Santo Holding (Deutschland) GmbH and with Südwestbank
AG;


 


(b)                                 any and all obligations and
liabilities, accrued or contingent, of A+T GmbH and A+T KG relating to any
period prior to and including the Closing Date;


 


(c)                                  any obligations and liabilities,
accrued or contingent, in connection with the Radebeul Site resulting from, or
in connection with, (i) any contamination of soil, subsurface, ground
water, surface water, air, buildings and facilities or


 


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(ii) any
direct or indirect violation of applicable environmental, health and safety
laws relating to any period prior to and including the Closing Date (“Environmental
Liabilities”), except to the extent the Purchaser or the Hexal Companies, respectively,
have been indemnified for the Environmental Liabilities by Hexal Syntech GmbH
pursuant to the business lease agreement to be concluded;


 


(d)                                 any obligations and liabilities,
accrued or contingent, including, but not limited to taxes (other than taxes on
income), social security charges, customs and other public dues of the Hexal
Group Companies relating to any period to and including the Effective Date,
except to the extent they (i) are reflected or reserved for in the Final
Transfer Financial Statements (in the meaning of Part V Section 7
below); an obligation of the Sellers to indemnify pursuant to this lit. (d) shall
not exist to the extent that obligations or liabilities of the Hexal Group
Companies are based on a violation of the employment, investment or stand-still
obligations set forth in Annex 37 after the Closing Date by the Seller.
Furthermore, an obligation of the Sellers to indemnify pursuant to this lit. (d) shall
not exist regarding any obligations and liabilities of the Hexal Group
Companies arising from pending transactions within the ordinary course of
business, which do not have to be shown as a reserve or a liability in the
financial statements and do not have to be disclosed beneath the balance sheet,
even if a knowledge of the final obligation or liability is assumed.


 


(e)                                  any obligations and liabilities,
accrued or contingent, of the Hexal Group Companies resulting from, or in
connection with, taxes on income relating to any period prior to and including
the Effective Date, except to the extent they (i) are reflected or
reserved for in the Final Transfer Financial Statements or (ii) are a
consequence of the dissolution of the Omeprazol reserve; any indemnification
undertaking of the Sellers pursuant to this lit. (c) is excluded to the
extent tax burdens of the Hexal Companies are based on the breach of job
guarantees, investment- or retention undertakings set forth in Annex 37 hereto
in the period following the Closing Date for which the Purchaser is responsible;


 


(f)                                    any obligations and liabilities,
accrued or contingent, as well as damages of the Hexal Group Companies
resulting from or in connection with the material infringement of third party
rights third parties or any applicable laws and regulations including
competition and trade law and provisions concerning


 


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environmental
protection, health and safety, relating to all periods prior to and including
the Closing Date;


 


(g)                                 any obligations and liabilities, accrued or contingent,
as well as damages of the Hexal Group Companies resulting from or in connection
with the infringement of third-party intellectual property in connection with
the manufacturing, processing and/or marketing of their past and present
products or by any other act within their business, relating to all periods prior to
and including the Closing Date.


 


9.                                       The Sellers shall, on the
request of the Purchaser, procure that all rights in “Hexal” as a name, a
picture or a logo which are registered or not registered in South America
(other than Brazil, Argentina and Dominican Republic) shall be transferred,
without additional compensation, to any of the Hexal Companies as designated by
the Purchaser.


 


In addition
thereto, the Sellers shall use their best efforts to have all “Hexal” trademarks
registered in Central America (other than Mexico), Dominican Republic,
Argentina or otherwise in South America shall be transferred to a company to be
designated by the Purchaser


 


10.                                 Upon request by the Purchaser,
the Sellers shall, without additional compensation, procure that any necessary
or appropriate steps are taken to ensure that employee inventions and patents
owned by, or encumbered with rights of, 
employees of the Hexal Companies shall be transferred to a company designated
by the Purchaser. In this context, the amount of any royalties payable, if any,
shall derived from the German Employee Inventions Act (Arbeitnehmererfindungsgesetz) and shall also be limited
thereby.


 


11.                                 The Sellers shall procure that,
as soon as reasonably possible but in any case prior to the Closing Date, the
shares in 1A Pharma S.r.l., Milan, and Acost Commercial Generic-Pharma S.L.,
Aravaca shall be transferred without additional compensation to one or more
companies designated by the Purchaser. The same shall apply in respect of the
shares held by any of the Sellers in Novexal Ellas Ltd, Athens and Bexal
B.V.B.A. Brussels.


 


12.                                 The Sellers shall procure that
all admissions and marketing authorizations which have been transferred in November 2004
to Siemens & Co. Heilwasser und Quellenprodukte des Staatsbades Bad
Ems GmbH & Co. KG and which are held by this company as a trustee of
Hexal shall be transferred, without additional compensation, upon


 


15





















 


request
by the Purchaser, within a period of not more than twelve months as from the
Closing Date, to a company designated by the Purchaser. Any costs triggered in
connection with any amendment of such registration shall be borne by the
acquiror.


 


IV.

CONSIDERATION


 


1.                                       The entire consideration for the
sale and transfer of the GmbH Shares, the KG Interest and for all other
obligations assumed by the Sellers under this Agreement shall be in the
aggregate € 4,350,000,000 (in words: Euro
four billion three hundred and fifty million) (“Purchase Price”), which shall
be adjusted pursuant to Section 2 below.


 


The Sellers are joint and several creditors


 


2.                                       The Sellers are joint creditors
(Gesamtgläubiger). The Purchase
Price shall be increased or decreased, as the case may be, Euro for Euro, by an
amount the consolidated Net Financial Debt (as defined in Annex 10
hereto) of the Hexal Group Companies as reflected in the Final Adjustment Calculation (as defined in Part V
Section 7 below) as of the Effective Date falls short of or exceeds, as
the case may be, an amount of € 165,000,000 (in words: Euro one hundred and
sixty-five million).


 


3.                                       The Purchase Price, as adjusted
pursuant to Section 2 above, shall be due and payable in cash as follows:


 


(a)                                  An amount of € 4,350,000,000 (“Estimated
Purchase Price”) shall be due and payable on the Closing Date by money transfer
to one or more bank accounts to be designated by Dr. Thomas Strüngmann
until the satisfaction of the condition precedent set forth in Part XIII Section 1
lit. (a) above, whereby Dr. Thomas Strüngmann shall be responsible for the proper allocation of the
Estimated Purchase Price among the Sellers.


 


(b)                                 An amount equal to the balance,
if any, between the Estimated Purchase Price and the Purchase Price, as
adjusted pursuant to Section 2 above shall be due and payable on the later
of the Closing Date or the tenth business day of the Frankfurt / Main Stock
Exchange (“Business Days”) after the Transfer Financial Statements have become
finally binding within the meaning of Part V Sections 5
or 6 below (i) in case of a payment obligation of the Purchaser vis-à-vis
the Sellers, by money transfer to the bank account to be identified as set
forth in lit. (a) above, and (ii) in case of a payment obligation of
the Sellers


 


16





















 


vis-à-vis the Purchaser, by money transfer to a bank
account to be identified by Seller.


 


4.                                       Any payment of the Purchaser
made by money transfer to the account(s) to be designated pursuant to Section 3
lit. (a) above shall constitute and effect a discharge of the respective
payment obligation vis-à-vis all Sellers. The Purchaser shall be entitled to
set-off any claims under this Agreement against the Sellers’ payment claims
pursuant to Section 3 lit. (b) and (c) above.


 


5.                                       The purchase price as adapted in
accordance with Section 2 above shall bear interest per annum as from the Effective Date until the date of payment based on three months EURIBOR
(Euro Interbank Offering Rate) as of the Closing Date plus 100 base points. Any
interest shall be due and payable together with the principal amount to which
it relates.


 


V.

TRANSFER FINANCIAL STATEMENTS


 


1.                                       For the purposes of Part IV
Section 2 above, the consolidated Net Financial Debt shall be determined on
the basis of audited consolidated financial statements of Hexal as of the
Effective Date (“Transfer Financial Statements”).


 


2.                                       The Transfer Financial
Statements shall be prepared on the basis of proper bookkeeping and in
accordance with accounting, valuation and depreciation principles under
accounting standards generally accepted in Germany (Grundsätze ordnungsmäßiger Buchführung, GoB).


 


Such
principles shall in each case be applied consistently and without change as in
the audited consolidated annual financial
statements for the financial year ending on December 31, 2003. All risks,
devaluations and losses ascertainable during the time period of the
establishment of the Transfer Financial Statements shall be duly provided for
by sufficient depreciations, changes of evaluation or reserves.


 


3.                                       The Sellers shall cause Hexal to
prepare the Transfer Financial Statements, which shall be audited by Ernst &
Young Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft AG, München
in scope and form pursuant to Sec. 317 German Commercial Code (HGB) as soon as reasonably possible
following the date hereof, and shall submit to the Purchaser a copy thereof
together with a calculation of any adjustment


 


17





















 


of
the Purchase Price resulting there from (“Adjustment Calculation”) as soon as
reasonably possible, but in no event later than two months following the date
hereof.


 


4.                                       The Purchaser shall be entitled to review the Transfer
Financial Statements together with the Adjustment Calculation, and to have them
audited at their own expense by KPMG Deutsche Treuhand
Wirtschaftsprüfungsgesellschaft AG (“Purchaser’s Auditor”), within a period of
two months following the submission of the Transfer Financial Statements
together with the Adjustment Calculation to the Purchaser (“Review Period”).
The Purchaser’s Auditor shall be entitled to participate in the preparation and
audit of the Transfer Financial Statements and shall, thus, be granted access
to the Hexal Companies and their employees for the purposes of the audit
according to this Section 4 and to the Hexal-Books (within the meaning of Part IX
Section  2 below) as far as required or reasonable.


 


5.                                       To the extent the Purchaser does not serve a written
notice objecting to the Transfer Financial Statements and/or the Adjustment
Calculation within ten Business Days after the expiration of the Review Period,
the Transfer Financial Statements and/or the Adjustment Calculation shall
become final and binding upon the Parties.


 


6.                                       In case and to the extent, the Purchaser should serve a
written notice objecting to the Transfer Financial Statements and/or to the
Adjustment Calculation within the period set forth in Section 4 above and
the Parties cannot agree on the items in dispute within one month after service
of the written notice of objection, the Parties shall submit such items in
dispute to Deloitte & Touche Wirtschaftsprüfungsgesellschaft, Munich (“Independent
Expert”), which shall determine with final and binding effect upon the Parties
all such items in dispute within one month after submission.


 


7.                                       The Parties shall bear all fees and disbursements of the
Independent Expert in accordance with the principles of Sections 91 et seq. German Code of Civil Procedure
(Zivilprozeßordnung, ZPO).


 


The term “Final Transfer
Financial Statements” shall mean the definitive Transfer Financial Statements
and the term “Final Adjustment Calculation” shall mean the definitive
Adjustment Calculation both as agreed to among the Parties pursuant to Section 5
above or resulting from the determination made by the Independent Expert
pursuant Section 6.


 


8.                                       Subsequent changes, if any, to
the annual financial statements (Einzelabschlüsse)
of the Hexal Group Companies or to the consolidated annual financial statements
of Hexal, including changes, if any, resulting from tax audits, shall not have
any effect


 


18





















 


upon
the Final Transfer Financial Statements and/or the Final Adjustment Calculation.


 


VI.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


Based on, and subject to,
the limitations set forth in Part VIII below, the Sellers hereby represent
and warrant to the Purchaser in the form of an independent guarantee (selbständiges Garantieversprechen) (and
strictly as set forth in Part VIII Section 1 below) that the
following statements are true and correct as of the date hereof and – in
respect of the statements in Sections 1 to 8, 16, 17, 20, 28, 31 to 34, 39 and 40 below –
also as of the Closing Date, unless specified otherwise hereinafter:


 


1.                                       The statements set forth in
Sections A to F of the Preamble hereof are true and correct and the Hexal
Companies are duly incorporated and validly existing under the laws of their
respective jurisdiction and have the full power and authority to own, or to
lease respectively, their properties and assets and to carry on their respective
business as conducted.


 


2.                                       The members of the Strüngmann
Family are the legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) of the GmbH Shares and A+T
GmbH, Dr. Andreas Strüngmann and Hexal are the legal and beneficial owner (rechtlicher und wirtschaftlicher
Eigentümer) of
all partnership interest in A+T KG, provided however that Dr. Andreas
Strüngmann holds the KG Interest partially as trustee for the other Sellers.


 


The
GmbH Shares and all partnership interest in A+T KG (together “A+T Shares”) are
fully paid in, not repaid, non-assessable and free of secondary or other
obligations or restrictions. There are no claims for the granting of any A+T
Shares and the A+T Shares are free from rights of third parties of any type
whatsoever and there are no claims for the granting of such rights or the
transfer of any of the A+T Shares.


 


3.                                       The Hexal Companies are the
legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) of the shares in the Hexal
Group Companies as set forth in Annex 11 hereto.


 


The
shares in the Hexal Group Companies held by any of the Hexal Companies (“Hexal
Group Company Shares”) are fully paid in, not repaid, non-assessable and free
of secondary or other obligations or restrictions. Except as set forth in Annex
11


 


19





















 


hereto,
there are no claims for the granting of any Hexal Group Company Shares and the
Hexal Group Company Shares are free from rights of third parties of any type
whatsoever and there are no claims for the granting of such rights or the
transfer of any of the Hexal Group Company Shares.


 


4.                                       The Hexal Companies are the
legal and beneficial owner (rechtlicher und wirtschaftlicher Eigentümer) of the ten percent
shareholding in Sartomed AG, Rotkreuz (Canton Zug, Switzerland) of 132,122 shares in Eon Labs, Inc., LAKE SUCCESS,
NY, and of the participations
(Beteiligungen) as set forth in Annex 12
hereto (“Hexal Participations”).(2)


 


The
Hexal Participations are fully paid in, not repaid, non-assessable and free of
secondary or other obligations or restrictions. Except as set forth in Annex
12, there are no claims for the granting of any Hexal Participations and the
Hexal Participations are free from rights of third parties of any type whatsoever
and there are no claims for the granting of such rights or the transfer of any
of the Hexal Participations.


 


5.                                       The issued and outstanding share
capital or partnership interest, as the case may be, of each of the Hexal
Companies is described and held by the persons and in the amounts set forth in Annex 13
hereto and there are no persons except as set forth in Annex 13 hereto which
hold any direct or indirect interest of any type whatsoever in any of the Hexal
Companies and there are no claims for the granting of any such interest.


 


6.                                       The Hexal Companies do not hold
any interest in any other company except for the partnership interest held by
Hexal in A+T KG, the Hexal Group Company Shares and the Hexal Participations.
The Hexal Companies do not have other branches or representative offices except
as set forth in Annex 14 hereto.


 


7.                                       There are no subscription or
other rights outstanding obligating any of the Hexal Companies to issue any
shares or securities and there are no bonds, debentures, notes or other
indebtedness of any of the Hexal Companies issued and outstanding being vested
with the right to vote on any matters on which the shareholders may vote.


 


8.                                       A+T KG has at no time (i) held
any assets other than shares in Hexal, cash or receivables, or (ii) conducted
any business other than the holding of shares in Hexal; at no time, A+T GmbH (i) held
any assets other than partnership interest in A+T KG as well as shares in Hexal
and (ii) conducted any business other than the holding of


 










(2)           Annex 12 shall give details also as to the shares of third
party shareholders.


 


20





















 


partnership
interest in A+T KG and performing the function of a general partner of A+T KG.


 


9.                                       The balances on any partner’s
accounts, partner’s loan accounts and any other accounts existing at A+T KG on
the date hereof are set forth in Annex 15 hereto.


 


10.                                 Except as set forth in Annex 16
hereto, the Sellers, their Relatives or Controlled Companies do not hold any
interest in any company other than the Hexal Companies, which are engaged in
the Hexal Business or a related area or maintains business relations with the
Hexal Companies.


 


11.                                 The audited consolidated
financial statements of Hexal for the financial years ending December 31,
2003, December 31, 2002 and December 31, 2001 (together “Consolidated
Financial Statements”), copies of which are attached as Annex 17
hereto, have been prepared in accordance with accounting principles generally
accepted in Germany (Grundsätze ordnungsmäßiger Buchführung, GoB).


 


These
principles have been consistently, and without change, applied as in the preceding
three years. The Consolidated Financial Statements have been certified by Hexal’s
auditor without any limitations or qualifications.


 


The
Consolidated Financial Statements are complete and correct and present completely
and correctly the consolidated asset, financial and profit situation (Vermögens-, Finanz- und
Ertragslage) of
Hexal as of the dates thereof and the results of operations for the period
indicated therein and there are no circumstances, which had they been known on
the dates thereof would have required amendments to such Consolidated Financial
Statements. No amendments to the Financial Statements are necessary or
intended.


 


12.                                 The audited financial statements
(Einzelabschlüsse) of the Hexal Companies for the
financial years ending December 31, 2003, December 31, 2002 and December 31,
2001 and to the extent that these are not available, the auditors’ reporting
packages (together “Financial Statements”), the balance sheets and profit and
loss accounts of which are attached as Annex 18 hereto, have been
prepared in accordance with the respective applicable local accounting
principles generally accepted in the relevant jurisdiction or the German
Commercial Code (HGB),
respectively.


 


These
principles have been consistently, and without change, applied as in the
preceding three years. The Financial Statements have been certified by the
respective auditor without any limitations or qualifications.


 


21





















 


The
Financial Statements are complete and correct and present completely and
correctly the asset, financial and profit situation (Vermögens-, Finanz- und
Ertragslage) of
the respective Hexal Company as of the dates thereof and the results of operations
for the period indicated therein and there are no circumstances, which had they
been known on the dates thereof would have required amendments to such
Financial Statements. No amendments to the Financial Statements are necessary
or intended.


 


13.                                 The Final Transfer Financial
Statements shall reflect consolidated net assets (in the meaning of Section 266
Absatz 3 A German Commercial Code (HGB))
of no less than € 565,000,000 (in words: Euro five hundred
and sixty-five million) (Annex 19 hereto intentionally left blanc).


 


14.                                 Except as set forth in Annex
20, since December 31, 2003 the Hexal Companies have only been
conducted within the ordinary course of business consistent with past practice.
For purposes of this Section 14 ordinary course of business shall be
determined in view of those actions and measures which are usually taken in
comparable enterprises of the generic industry in the relevant jurisdictions
(currently or in the past) in respect of the production or the distribution of
generic products. Since that point in time no extraordinary business event or
legal arrangement has occurred or been entered into (such as special pricing or
rebate systems) and there has also not been any event which by itself or
together with other events has materially adversely affected the asset,
financial and profit situation (Vermögens-, Finanz- und Ertragslage) of the respective Hexal Company. All salary and wage
increases granted by the Hexal Companies since December 31, 2003 were
required under collective bargaining agreements or if that was not the case
were in line with past practice. In 2004, the salaries of the employees of the
German Hexal Companies have been increased by 4 percent.


 


15.         (a)                                        Annex 21(3) hereto contains a
complete and correct list of all built-up and vacant real estate of the Hexal
Companies, all rights in or to real estate, all buildings, improvements and
constructions owned by any of the Hexal Companies on real estate owned by third
parties and shown in the audited financial statements of any of the Hexal
Companies for the financial year ending on December 31, 2003 or which have
been acquired by any of the Hexal Companies since that date.


 










(3)                                  The
Purchaser is aware that the property of the Radebeul Site has not yet been
registered in the name of Hexal Syntech GmbH. 


 


22





















 


 


The
Hexal Companies have full and unrestricted title or unrestricted claim to, and
possession of, such real estate, rights, buildings and improvements as well as
constructions (“Hexal Real Estate”). None of the Hexal Companies have disposed
of, or taken any steps to dispose of, any of the Hexal Real Estate and are not
under any commitment to dispose of such.


 


(b)                                 Except for those encumbrances
listed in Annex 22 hereto, the Hexal Real Estate is not subject to any
encumbrances, restrictions or rights of third parties whether or not registered
with the land register, and no application for the registration of any
encumbrance, restriction or right of third parties with the land register has
been filed, nor have the Hexal Companies granted or are committed to grant any
such rights to third parties or have subjected or are committed to subject the
Hexal Real Estate to any such encumbrances or restrictions.


 


All
encumbrances listed in Annex 22 hereto provide collateral only for
liabilities of the Hexal Companies; proper releases or claims for such exist
for all encumbrances which do not longer secure any underlying debt of the
Hexal Companies. All claims for interest, taxes, public dues, costs and
assessments relating to the Hexal Real Estate have been paid when due.


 


(c)                                  Except as set forth in Annex
23, all buildings, improvements and constructions on the Hexal Real Estate
(“Hexal Buildings”) are in good and serviceable condition, normal wear and tear
excepted. The Hexal Buildings neither encroach on property owned by third
parties nor are they in violation of any rights of third parties or municipal
zoning plans or other legal provisions. All permits required for the Hexal
Buildings have been properly granted. The condition and the present use of the
Hexal Real Estate, including the Hexal Buildings, do not violate any material
building regulations or restrictions and are unobjectionable within the meaning
of the applicable administrative and other legal provisions.


 


The
Hexal Real Estate together with those other real estate which have been leased
in the ordinary course of business at arm’s length conditions constitutes the
entire plant area of the Hexal Companies. The Hexal Real Estate is in each
location contiguous and not split by strips or gores of land owned by third
parties or by natural divisions or hindrances. To the Sellers’ best knowledge,
there are no municipal zoning plans or similar regulations impeding
construction on the vacant or partly vacant Hexal Real Estate in a way which
would materially impair the expansion of existing, or the construction of, new
buildings in


 


23





















 


accordance
with the normal growth of business, nor will the lack of such plans or
regulations have such consequences.


 


16.                                 The Hexal Companies have full,
unrestricted and unencumbered title to, and possession of, all tangible and
intangible assets, which serve or are destined to serve their respective
businesses except for those tangible assets which are immaterial to the Hexal
Business or which are leased from persons and companies other than the Sellers,
Relatives and Controlled Companies in the ordinary course of business on normal
market terms or which are still subject to usual reservations of title by suppliers
pending payment.


 


17.                                 All material moveable assets of
the Hexal Companies have been well maintained and are in good and serviceable
condition, normal wear and tear excepted and are adequate and suitable for the
purposes for which they are presently being used or intended to be used within
the Hexal Business. All inventories of the Hexal Companies existing as of the
Effective Date have been valued in the audited Final Transfer Financial
Statements according to the strict lower of costs or market price principle and
are by quantity and quality usable and sellable in the ordinary course of
business, taking into consideration any devaluations made in respect thereof.
All inventory of finished products as of the Effective Date is usable and is,
except as set forth in Annex 24, sellable in the ordinary course of
business for a price of at least their book value and have and have been
written off to zero if they have an outstanding shelf-life of less than six months. In respect of the Hexal
Companies not located in Germany, the provision of this paragraph shall apply
subject to the best knowledge of the Sellers. No inventory, which has not
previously been written off to zero, is subject to destruction.


 


The
amounts shown as receivables in the books of the Hexal Companies will be
collected on the basis of collection procedures usual within the Hexal
Companies within 90 days from the due date at the gross amounts shown
without deductions and discounts (Delkredere), collection or other costs, less the amount of individual
and lump sum reserves made in the Final Transfer Financial Statements. This shall
not apply to allowances (Skonti)
usual in the business.


 


18.                                 Annex 25 hereto
contains a complete
and correct list of all material drug master files, marketing authorizations,
patents, petty patents, design patents as well as trademarks and respective applications
relating thereto of all Hexal Companies located in Germany (together with all
such intellectual property rights of all other Hexal Companies as well as
copyrights of all Hexal Companies, “Hexal Intellectual Property Rights”).


 


24





















 


The
Hexal Companies in their respective businesses do not use any other
intellectual property rights, except for copyrights of employees and
licensed-in intellectual property. All licensed-in intellectual property rights
have been licensed-in on the basis of license agreements, concluded in the
ordinary course of business and at arm’s length conditions.


 


The
Hexal Intellectual Property Rights are free from rights of third parties; the
Hexal Companies are not restricted in their sole and exclusive use of the Hexal
Intellectual Property Rights. To the best knowledge of the Sellers, none of the
Hexal Intellectual Property Rights is infringed by third parties or are subject
to cancellation or total or partial nullification or any material rights of
prior users; there is, however, no surveillance of trademarks outside Germany
as well as of trademarks due for nullification (löschungsreif). This shall not apply to licensing
of intellectual property rights in products, co-distribution rights as market
authorizations, which have been granted in the ordinary course of business at
arm’s length conditions. The Purchaser is aware of the obligations set forth in
the betapharm-agreement (December 22, 2003) and in the
Angelini/Acraf-agreements (October 15, 2004).


 


The Hexal Companies have all manufacturing,
processing and marketing know-how (except for specific know-how of tall
manufacturers) for their respective past and present products and for all
products and product improvements in preparation and hold, to the extent such
manufacturing, processing and marketing know-how has been laid down in writing,
all documents pertaining thereto.


 


19.                                 All of the material contracts,
agreements and promises of any of the Hexal Companies (within the meaning of
this Section 19) have been properly disclosed in the due diligence to the
Purchaser prior to the date hereof,
including but not limited to:


 


(a)                                  any corporate agreements in the meaning of Sections 291 et seq. German Stock Corporation Act (Aktiengesetz, AktG), agreements between
shareholders of any of the Hexal Companies or between any of the Hexal
Companies and any of their respective shareholders, silent partnership
agreements or joint ventures as well as agreements as to R&D cooperations;


 


(b)                                 any agreements with general partners or members of the
supervisory board, board of directors, managing directors and officers of any
of the Hexal Companies;


 


(c)                                  any agreements as to the
acquisition or disposal of real estate or other fixed assets;


 


25





















 


(d)                                 any supply agreement, including
but not limited to toll manufacturing agreements (Lohnfertigungsverträge);


 


(e)                                  any purchase agreement,
including but not limited to third party toll manufacturing agreements (Lohnfertigungsverträge);


 


(f)                                    any distributorship or agency
agreement;


 


(g)                                 any property lease agreement;


 


(h)                                 any financing and operative
lease agreements;


 


(i)                                     any license agreement, either as
licensee or licensor;


 


(j)                                     any service or consultancy agreement,
either as service provider/consultant or principal;


 


(k)                                  any credit facility;


 


(l)                                     any financing agreement or
obligation pursuant to which the Hexal Companies are liable for any third
person’s
obligations or liabilities, including, but not limited to, guarantees (Garantien), suretyships (Bürgschaften), parental guarantees or other letters of
patronage (Patronatserklärungen) or
any other securities, entered into, or granted, by any of the Hexal Companies
for;


 


(m)                               any agreements relating to the
restriction of competition (including but not limited to exclusivity
undertakings under supply, purchase, toll manufacturing, distribution or
license agreements);


 


(n)                                 any agreements relating to the
acquisition, sale or restructuring of companies (including, without limitation,
transactions under the German Conversion Act (UmwG);


 


(o)                                 any insurance agreements;


 


(p)                                 any agreements relating to the
outsourcing of material business functions;


 


(q)                                 any agreements with the Sellers,
Relatives or Controlled Companies or any other shareholders of the Hexal
Companies and their relatives within the meaning of Section 15 German Tax
Act (Abgabenordnung, AO) and the
controlled companies within the meaning of Section 17 Stock Corporation
Act (Aktiengesetz, AktG) of such
other shareholders or their relatives;


 


26










 










 


(r)                                    other agreements material to the
businesses of the Hexal Companies.


 


For
purposes of this Section 19, any agreement referred to in lit. (a), (b) and
(q) is deemed to be material and any other agreement shall only be deemed to be
material in case such agreement has or may have an impact on the Hexal Business
in terms of € 3 million of annual revenues or € 300,000 of annual profits or in
case such agreement is necessary for the proper future conduct of the Hexal
Business (“Material Agreements”).


 


Except
as set forth in Annex 26, the Material Agreements are valid and enforceable
against the parties thereto, and neither the Hexal Companies nor, to the
Sellers’ best knowledge, the respective other party has breached, or is in
default under, any the Material Agreements to any material degree. The
execution and the consummation of this Agreement will not result in any change
or termination of any Material Agreements, in any repayment of any grants, tax
advantages or comparable benefits of any kind whatsoever granted to the Hexal
Companies, in the acceleration of any material obligation or liability of the
Hexal Companies or in the reduction or termination of any supply or delivery
relations between the Hexal Companies and their suppliers and customers.


 


20.                                 The Hexal Companies are not
subject to any obligations and liabilities vis-à-vis brokers or finders in
connection with, or resulting from, the transactions contemplated by this Agreement.
The execution and the consummation of this Agreement will not trigger any
payment or other obligations of any of the Hexal Companies vis-à-vis employees,
officers, directors, advisors, Relatives, Controlled Companies or any other
third party other than those specifically set forth in this Agreement.


 


21.                                 Annex 27 hereto contains a complete and
correct list of the ten largest customers and the ten largest suppliers (in
terms of 2004 revenues or expenditures) as well as of all suppliers of the
Hexal Companies which, for goods and services of any kind, are the sole source
of supply for which there is no alternative
source on comparable conditions.


 


22.                                 Except as set forth in Annex 28 hereto, the Hexal Companies are not subject to any restrictions as to the
termination of employments agreements in line with applicable laws and have in
particular not issued any job guarantees other than as set forth in
Annex 28 hereto. Except as set forth in Annex 28 hereto, the Hexal Companies
have not undertaken to disburse any compensation in case of a termination of
employment


 


27





















 


agreements. In respect of the Hexal
Companies not located in Germany, the provision of this paragraph shall apply
only subject to the best knowledge of the Sellers.


 


There
are no existing obligations or liabilities of any of the Hexal Companies
relating to employee inventions and employee improvement proposals that are
reasonably expected to result in a payment of in the aggregate more that €
100,000 per annum (or the equivalent
thereof in any other currency).


 


23.                                 The employment or service
agreements of the members of the senior management team of the Hexal Companies
set forth in Annex 29 hereto have not been terminated and, to the
best knowledge of the Sellers, a termination is not intended or imminent.


 


24.                                 Since December 31, 2000,
none of the Hexal Companies have suffered any strikes or lockouts resulting in
any material work stoppage.


 


25.                                 Annex 30 hereto contains a true and complete list of all current
material shop agreements (Betriebsvereinbarungen) and all current collective bargaining agreements (Tarifverträge) applicable to any of the Hexal
Companies as well as all benefit, bonus, retention bonus, pension,
compensation, profit sharing or other employee benefit plans applicable for
members of the supervisory board or of the board of directors, managing
directors, officers or employees of any of the Hexal Companies.


 


26.                                 Annex 31 hereto
contains a true and complete list of all individual pension commitments and
pension schemes (betriebliche Altersversorgung) with members of the supervisory board or of the board of
directors, managing directors, officers or employees of any of the Hexal
Companies providing for individual pension payments in excess of € 50,000
(or the equivalent in any other currency) per annum.


 


27.                                 Annex 32 hereto contains a complete and
correct list of all pharmaceutical production permits (Herstellungserlaubnisse), identifying in particular the
respective heads of production (Herstellungsleiter),
quality control (Kontrolleiter)
and sales (Vertriebsleiter). To the Sellers’ best
knowledge, there are no reasons or indications for a withdrawal, revocation,
restriction or amendment of any of these permits.


 


28.                                 For all pharmaceuticals and
drugs manufactured, sold and marketed by any of the Hexal Companies all
admissions and marketing authorizations necessary pursuant to pharmaceutical
laws or other applicable law have been obtained, and meet in all material
respects the registered specifications (e.g. purity, physical and chemical properties, stability,
formulation and label contents) of all drug master files, the necessary
material admissions or marketing authorizations under the applicable


 


28





















 


pharmaceuticals
or other laws, and the Hexal Companies have filed all material required
notices, supplemental applications, and annual or other reports with respect to
the afore admissions or marketing authorizations. Except as set forth in Annex
33, there are no reasons or indications for a withdrawal, revocation,
restriction or amendment of any of these admissions or marketing authorizations
within Germany. To the best knowledge of the Sellers the same applies regarding
any other countries.


 


The
registration dossiers in relation to all current and future products of the
Hexal Companies comply with all applicable law as currently administered by the
relevant health authorities. All formulations for current and future products
of the Hexal Companies have ongoing stability conditions, whereby the products
currently and in the future developed on the development sites Holzkirchen and
Kopenhagen and distributed within the European Union comply with ICH stability
standards and the remaining products of the Hexal Companies comply with the
respective locally applicable and necessary stability standards.


 


In respect of the ten most
turnover generation products set forth in Annex 34 hereto, the Hexal
Companies are, except as set forth in Annex 34, the sole legal and beneficial (rechtlicher und wirtschaftlicher) owner of, or
have a lawful right to use, the afore admissions or marketing authorizations free from rights of
third parties of any type whatsoever, there are no claims for the granting of
such admissions or marketing authorizations or the transfer of any of such
admissions or marketing authorizations and the Hexal
Companies are – in line with the respective prerequisites of the admissions or marketing authorizations
– free to transfer such rights to the extent owned to
third parties.


 


29.                                 Annex 35 hereto contains a complete list
and short description of all product recalls, withdrawals and seizures, if any,
by governmental authorities or the Hexal Companies themselves for the last five
years in Europe including Turkey.


 


30.                                 Annex 36 hereto contains a partly
anonymous complete list of all material German and Danish research and
development projects of the Hexal Companies (“R&D Projects”) and all
R&D Projects are in-line with their respective project plan and, to the
Sellers’ best knowledge, there are no reasons or indications that the products
developed on the basis of the R&D Projects will not be admitted and
marketed fully in accordance, and in time, with the respective project plan.


 


29





















 


The not anonymised version of Annex 36 has
been deposited with the undersigned notary. The undersigned notary shall
deliver it to the Purchaser on written demand of the Sellers, such demand to be
made by the Sellers after completion of the transaction.


 


31.                                 The Hexal Companies have
obtained all administrative approvals, permits and licenses, which are required
for the conduct of their past and present businesses and, to the Sellers’ best
knowledge, there are no indications for a withdrawal, revocation, restriction
or amendment of any of these approvals, permits and licenses.


 


On
the basis of the present production, including production increases planned for
the next two years by the Hexal Companies, the fresh water supply and the
disposal of wastewater and gases, as well as solid effluent and waste, in
accordance with applicable laws and regulations, are fully assured. All
products manufactured or distributed by the Hexal Companies conform with
locally applicable legal and other provisions including defined standards.


 


32.                                 The Hexal Companies have
adequate insurance coverage against all risks, which a diligent businessman
would cover (including, without limitation, business interruption and product
liability insurance). The insurance policies are in full force and effect and
all premiums due until today have been paid. Since December 31, 2003, no
material events of damage have arisen at the Hexal Companies which are not
fully covered by insurance.


 


33.                                 Except as set forth in Annex
37, the Hexal Companies have not applied for or received any public
subsidies or other indirect or direct public grants (which may still trigger
any legal consequences) and there are no (i) obligations and liabilities,
accrued or contingent, for a repayment or (ii) other detrimental
consequences for the Hexal Companies relating to such subsidies or grants.


 


Except
as set forth in Annex 37, the Hexal Companies are not subject to any statutory
or contractually agreed obligation or liability in respect of investments,
especially no employment, investment, decontamination or standstill obligation
or liability.


 


34.                                 The Hexal Companies have duly
filed by the due date all tax returns and other reports required under the
applicable laws to be filed with tax and other authorities, paid all due taxes,
tax pre-payments and other public dues, retained all taxes, social security
charges and other charges to be retained and paid them by the due date to the
respective recipient and paid all related delay charges and penalties, if any.


 


30





















 


Annex
38
hereto sets forth all fiscal unities (steuerliche Organschaften) existing in respect of the
Hexal Companies and the execution and consummation of this Agreement will not
result in any change or termination of, or will otherwise affect, such fiscal
unities (steuerliche
Organschaften)
for the past or future and will in particular not trigger any additional payment
of taxes or any repayment of tax advantages.


 


35.                                 Except as set forth in Annex 39
hereto, the Hexal Companies are not subject to any obligations or liabilities,
accrued or contingent, relating to, or resulting from, any general deficiency
of products (Produkthaftpflicht)
directly or indirectly manufactured, sold or marketed by the Hexal Companies
and none of such products is the source of any such obligations and liabilities
under any applicable laws or is affected by any general construction or any
production defects or is marketed together with insufficient or defective user
instructions, which could result in such obligation or liability under any
applicable laws. In respect of the Hexal Companies not located in Germany, the
provision of this paragraph shall apply only subject to the best knowledge of
the Sellers.


 


Except
as listed in Annex 39, to the best knowledge of the Sellers, no past or
present product of the Hexal Companies has, for the last five years, shown a
reaction, whether expected or unexpected, associated with the use of such
product, where such reaction is fatal or life-threatening, causes a persistent
or significant disability/incapacity, requires in-patient hospitalization or
prolongation of existing hospitalization, is a congenital anomaly/birth defect
or any other medically important event that can be regarded as serious even
though it does not meet the afore criteria.


 


36.                                 Except as set forth in Annex 40
hereto, the Hexal Companies are not a party to, or threatened by, any material
litigation with a value in dispute of at least € 500.000, or any administrative
proceedings or investigations (other than in ordinary course of business), nor
are circumstances known to exist, which might reasonably be expected to provide
a basis for such litigation, administrative proceedings or investigations.


 


The
Hexal Companies are not and were not in the past two years subject to any judgment,
decree or settlement in any legal or administrative proceedings, which materially
restricts or impairs them in certain business measures, in the acquisition or
disposition of assets, in competition or in the operation of their respective
businesses.


 


37.                                 To the Sellers’ best knowledge,
there are no particular circumstances, which could in the future materially
affect the respective businesses of the Hexal Companies. The Sellers have no
knowledge of any facts or circumstances, which could result in any


 


31





















 


restriction,
impediment or cessation of the manufacture and/or marketing of any material
product presently manufactured and/or marketed by the Hexal Companies.


 


All information
provided to the Purchaser, its employees, professional advisors and other
representatives in the course of the due diligence carried out in Holzkirchen
in the period from February 2 to
10, 2005 and in subsequent meetings and discussions was correct and materially
complete. The Sellers have not omitted to disclose to the Purchaser any
material fact necessary for an objective acquirer to pass an informed decision
on the acquisition of the Hexal Companies and their businesses on the terms and
conditions set forth in this Agreement.


 


38.                                 The execution and consummation
of this Agreement and any transactions contemplated hereby is, on the part of
the Sellers, not subject to any consent requirement within the meaning of Section 1365
(1) German Civil Code (Bürgerliches Gesetzbuch,
BGB), other than granted by execution of this Agreement, or within
the meaning of Sections 1643 (1), 1822 German Civil Code (Bürgerliches Gesetzbuch, BGB).


 


39.                                 In the period between the
Effective Date and the date hereof, none of the Sellers has made any
withdrawals from any of the Hexal Companies other than as set forth in Annex
41 hereto. Withdrawals in the meaning of this Section 39 shall cover
all transfers in cash or in kind, on whatever legal basis, by any of the Hexal
Companies to any of the Sellers or their Relatives or Controlled Companies,
including without limitation, any transfer of assets, payments under any
agreements (such as loan, service, license, employment or any other
agreements), payments of balances on capital, loan or other accounts of any of
the Sellers with A+T KG and payment of interest on such accounts or the
granting of other valuable benefits as well as any distribution of profits of
the Hexal Companies to any of the Sellers.


 


40.                                 As of the Closing, the book
value of the equity of A+T KG (including all balances on partners’ accounts,
partners’ loan accounts and other accounts of the partners and of the Sellers)
shall be equal to the amount of the book value of the shares in Hexal held by
A+T KG, i.e. EUR
1,181,574,647.07.


 


Hexal will in the audited financial
statements for the financial year ending December 31, 2004 show a reserve
for shares of an enterprise holding a majority shareholding in Hexal amounting
to the book value of the interest in A+T KG held by Hexal and this reserve will
be continued and will especially not be dissolved until the Closing Date.


 


32





















 


VII.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser hereby represents and warrants
to the Sellers in the form of an independent guarantee (selbständiges Garantieversprechen) that
the following statements are true and correct as of the date hereof and also as
of the Closing Date (unless otherwise specified below):


 


1.                                       Assuming due authorization and
execution of this Agreement by the Sellers, A+T GmbH, and Hexal, this Agreement
will form the basis for valid and enforceable claims of the Sellers against the
Purchaser subject to the provisions of German law and of this Agreement. The
representative of the Purchaser is authorized to enter into this Agreement and
has been granted all necessary corporate law approvals. Except for anti-trust clearance,
the Purchaser is not obliged to request consent from any authority to
consummate the transactions contemplated by this Agreement.


 


2.                                       To the best of the Purchaser’s knowledge, there is, on the date hereof, no
proceeding pending or threatened at a court, arbitration panel or administrative body which
might interfere, change or materially delay the consummation of the
transactions contemplated by this Agreement.


 


3.                                       On the date hereof, the
Purchaser owns the necessary financial resources to be in a position to pay the
agreed purchase price on the Closing Date.


 


4.                                       The Purchaser is under no
commitment to pay any broker’s or finder’s fee to any broker, finder or agent
in respect of which the Sellers may be partially or totally liable.


 


VIII.

PERFORMANCE AND LIABILITY


 


1.                                       The Sellers and the Purchaser
hereby expressly exclude the applicability of Sections 434 to 453 German Civil
Code (Bürgerliches
Gesetzbuch, BGB)
as well as any and all statutory warranty claims there under. The Sellers and
the Purchaser further agree that the representations and warranties made by the
Sellers in Part VI above, in particular, do not qualify as guarantees (Beschaffenheitsgarantien) within the meaning of Sections
443, 444 German Civil Code (Bürgerliches Gesetzbuch, BGB) and that the consequences of any breach of the
representations and warranties set forth in Part VI above are exclusively
governed by the terms and conditions of this Agreement.


 


33





















 


Furthermore the Sellers
and the Purchaser confirm that the limitations to the representations and
warranties as specified in this Part VIII or otherwise in this Agreement
shall form an integral part of the representations and warranties and that the
representations and warranties set forth in Part VI above are only given
subject to such provisions and limitations.


 


2.                                       The Purchaser hereby undertakes
to notify the Sellers as soon as reasonably possible in case a third party
(including governmental authorities) should raise claims against the Hexal
Companies or the Purchaser or in case a tax or other governmental audit should
be conducted in relation to the Hexal Companies or the Purchaser that may
result in a claim of the Purchaser against the Sellers under this Agreement (“Third
Party Claim”). The Purchaser shall procure that the Sellers will be granted all
necessary information and documents in connection with a Third Party Claim and
that they shall receive the necessary support to examine the Third Party Claim.
The Purchaser shall secure that neither the Hexal Companies nor the Purchaser
shall acknowledge, waive or settle Third Party Claims without the prior written
approval of the Sellers, provided however that the Purchaser or the Hexal
Companies shall be entitled to acknowledge, waive or settle Third Party Claims
against confirmation that no respective claims will be made against the Sellers
under this Agreement. The Purchaser shall, at the Sellers’ cost, take such
action as is reasonably requested by the Sellers to avoid, defend, dispute or
settle any Third Part Claim. The Sellers shall be granted all necessary
information and documents requested by them or any of their advisors,
reasonable access to the operations as well as reasonable support by
appropriate staff to an appropriate extent.


 


3.                                       In case of a breach of any of
the representations and warranties set forth in Part VI above, the Sellers
may attempt to remedy the breach. If the Sellers fail to remedy the breach
within a reasonable period of time, such period not to exceed six months after
the Sellers have received a written notification as to the breach from the Purchaser,
the Sellers shall put the Purchaser or, in the sole discretion of the
Purchaser, the respective Hexal Company into a position as if the respective
representation and warranty had been correct (Naturalrestitution).


 


If
this should not be legally or commercially possible, the Sellers shall
compensate the Purchaser or, in the sole discretion of the Purchaser, the
respective Hexal Company in cash for the damages resulting from the breach of
the respective representation or warranty (Schadenskompensation).


 


34





















 


The legal principles as
to the calculation of damages, mitigation of damages and offsetting of losses
by advantages due to the damaging event (Schadensberechnung,
Schadensminderung, Vorteilsausgleich) pursuant to Sections 249 et seq. German Civil Code (Bürgerliches Gesetzbuch, BGB) shall apply
to all claims of the Purchaser based on a breach of the representations and
warranties set forth in Part VI above. The Sellers shall also be liable
for loss of profits.


 


4.                                       Except for claims based on the
breach of the representations and warranties set forth in Part VI above
and except for claims for specific performance (Erfüllungsansprüche), all other claims of the
Purchaser with respect to the sale and transfer of the GmbH Shares and the KG
Interest, the Hexal Companies and their respective businesses – e.g. any right of contestation (Anfechtung),
recession (Rücktritt), reduction of purchase price (Minderung), breach of contractual and
pre-contractual duties (positive
Forderungsverletzung, culpa in contrahendo), frustration of contract (Störung der Geschäftsgrundlage) – are hereby excluded.


 


This
shall not apply to claims, which are based on Sections 123 and 826 German Civil
Code (Bürgerliches Gesetzbuch, BGB).


 


5.                                       Any review, inspection and
investigation of the Purchaser or any of its executives, employees,
professional advisors and other representatives shall neither affect the
Sellers’ obligations, representations and warranties set forth in this
Agreement nor the right of the Purchaser to raise claims on the basis of such
obligations, representations and warranties. Any disclosure, which shall limit
the scope of representations and warranties in Part VI above, needs to be
made in this Agreement or in the Annexes hereto.


 


Claims of the Buyer, which are based on the breach of
the representations and warranties in Part VI above, are neither limited
nor excluded if the Buyer knows or grossly negligent does not know of any
breach of the representations and warranties, unless the Novartis Bullet Point
Due Diligence Report, a sample of which will be handed over to the notary
public until the Closing Date, explicitly and beyond any doubt show that the
Buyer has a positive knowledge of the breach.


 


6.                                       Claims of the Purchaser based on
a breach of any of the representations and warranties set forth in Part VI
above, can only be raised if and to the extent that the aggregate amount of any such claims which can be
raised exceeds € 7,500,000 (or the equivalent thereof in any other currency),
in which case the Purchaser shall only be entitled to claim the exceeding
amount (Freibetrag); this shall,
however, not be


 


35





















 


applicable to claims based on a breach of
representations and warranties set forth in Part VI, Sections 1 to 8, 39
and 40 above and to claims in respect of taxes, social security charges,
customs and other public dues under this Agreement.


 


7.                                       The maximum liability of the
Sellers under this Agreement shall be limited to 40 percent of the finally
adjusted Purchase Price; this shall, however, not be
applicable to claims
based on a breach of representations and warranties set forth in Part VI,
Sections 1 to 8, 39 and 40 above and to claims in respect of taxes, social
security charges, customs and other public dues under this Agreements, which
shall be limited to the Purchase Price, as finally adjusted.


 


8.                                       The period of limitation shall
run for all claims of the Purchaser based on a breach of representations and
warranties set forth in Part VI Sections 1 to 8 above after expiry of at
least 10 years as from the Closing Date, for claims
in respect of environmental after
expiry of at least 15 years as from the Closing Date and for all other claims based on a breach of representations or warranties set forth
in Part VI above, other than in respect of taxes, social security charges,
customs and other public dues, after expiry of at least 2 years as from the
Closing Date.


 


The
period of limitation for all claims of the Purchaser in respect of taxes,
social security charges, customs and other public dues under this Agreements
shall run until the expiration of a period of 12 months after their final and
binding assessment, following the external audit by the tax or other competent
authorities (Betriebsprüfung),
of all taxes, social security charges, customs and other public dues payable by
the Hexal Companies any the period prior to and including the Effective Date.


 


9.                                       Novartis hereby assumes a joint
and several liability for the performance of this Agreement by the Purchaser
and for all claims of the Sellers against the Purchaser of any type whatsoever
pursuant to this Agreement.


 


10.                                 The Sellers hereby assume a
joint and several liability for the performance of this Agreement by any of the
Sellers and for all claims of the Purchaser against any of the Sellers of any
type whatsoever pursuant to this Agreement.


 


11.                                 The provisions of this Part VIII
shall not apply in respect of the Purchaser’s representations and warranties
set forth in Part VII above.


 


12.                                 To the extent a provision of
this Agreement refers to the knowledge of the Sellers, at least the knowledge
of the Sellers, of any member of the management board of Hexal


 


36





















 


as
well as of all members of the management of the other Hexal Companies shall be
deemed to be the knowledge of the Sellers.


 


IX.

IMPLEMENTATION OF TRANSACTION


 


1.                                       Tax matters of the Hexal
Companies concerning the period until the Closing Date shall be handled by the
Hexal Companies and the Purchaser after consultation with the Sellers. The
Sellers must in particular be notified in time of, and must be given an
opportunity to comment on and to participate in, external tax audits (Betriebsprüfung). Binding declarations to the
tax authorities, which may have consequences for the Sellers shall be made by
the Purchaser only in agreement with the Sellers. The Sellers assume corresponding
obligations vis-à-vis the Hexal Companies and the Purchaser.


 


2.                                       The Purchaser hereby undertakes
to procure that as from the Closing Date the Hexal Companies shall properly
maintain and preserve, during the relevant statutory keeping periods, all relevant
books, records and documents (including, but not limited to, files, correspondence,
other papers and electronic data) of the Hexal Business (“Hexal Books”), to the
extent they relate to the period until the Closing Date.


 


The Purchaser hereby
undertakes to procure that the Sellers, their employees, professional advisors
and other representatives shall be granted, upon their request, access to all
Hexal Books (including the right to request hard copies and/or electronic
copies thereof) and to the personnel of the Hexal Companies, to the extent such
access is necessary for tax or other legitimate reasons of the Sellers and
provided that such access does not disrupt the conduct of the Hexal Business.


 


3.                                       The Parties undertake, upon the
request of any Party, at any time after the date hereof and without further
compensation to execute all documents in proper form and to take all measures
and actions, which may still be necessary in order to consummate and to fully
comply with the purpose of this Agreement, in particular to transfer assets or
to assign contracts pertaining to the Hexal Business, without additional
consideration, upon the request of the Purchaser.


 


37





















 


X.

BUSINESS INTEGRATION


 


1.                                       As soon as reasonably possible
following the Closing Date, the Hexal Companies shall be fully integrated into
the global retail generics and biopharmaceutical business of Sandoz-Group. The
milestones of the integration process are set forth in more detail in Annex 42
hereto.


 


2.                                       The integration process shall be
led by an integration committee consisting, inter alia, of Dr. Andreas Strüngmann, Dr. Thomas
Strüngmann, Dr. Andreas Rummelt, Dr. Raymund Breu, Dr. Urs
Bärlocher and Dr. Daniel Vasella as chairman.


 


3.                                       For a duration of 2 - 3 years as from the Closing Date, Dr. Andreas Strüngmann and Dr. Thomas Strüngmann shall
become members of the Sandoz/Hexal generics executive committee, each being
vested with identical geographic responsibility as currently allocated to them
on the management board of Hexal.


 


4.                                       Dr. Andreas Rummelt shall become the
chief executive officer (CEO) of the combined Sandoz/Hexal group. The headquarters of the combined
Sandoz/Hexal group shall be located in Holzkirchen,
Upper Bavaria. Key management shall be selected on the basis of the “best
person for the job” principle; further details are set forth in Annex 43
hereto.


 


5.                                       In case of a direct or indirect acquisition of Eon Labs, Inc.
by an affiliate of Novartis International AG, Dr. Bernhard Hampl shall
become the chief executive officer (CEO) of the combined Sandoz/Eon Labs, Inc.
US generics business.


 


XI.

SECRECY AND NON-COMPETITION


 


1.                                       The Sellers undertake from the
date hereof until the expiration of a period of five years from the Closing Date to keep
strictly secret all matters, in particular all business and trade secrets of
the businesses of the Hexal Companies, known to them, and not to disclose such
matters or secrets, directly or indirectly, to any third party, nor to cause
such disclosure by third parties, nor to obey or justify such disclosure, nor
to use such matters or secrets for themselves, unless the disclosure to
governmental authorities or any other third party is required by law.


 


2.                                       The Sellers undertake from the
date hereof until the expiration of a period of five years from the Closing Date,
without the prior written consent of the Purchaser, not to


 


38





















 


actively
cause or influence any employee, agent or adviser (excluding lawyers, investment
bankers, certified public accountants and tax advisors) as of the date hereof
or in the future employed or retained by any of the Hexal Companies, to work in
any way whatsoever for any of the Sellers, for an enterprise in which any of
the Sellers hold an interest or for a competitor or to terminate an existing
relationship with any of the Hexal Companies. This shall not apply to any
activity of any of the Sellers for the Hexal Companies.


 


3.                                       Each of the Sellers furthermore
undertakes, and undertakes to procure in respect of their Relatives and the
Controlled Companies, from the date hereof until the expiration of a period of three years
from the Closing Date and in respect of the entire worldwide generics business
and especially in such areas of business, in which the Hexal Companies are
active in as of the Closing Date, not to directly or indirectly develop, manufacture,
market or sell any products or render any services, which are of the same kind
as, or competitive with, products manufactured, marketed or sold, or any
services rendered by the Hexal Companies in the past or at present in
particular in the generics business.


 


The
restrictions of this Section 3 shall, however, not apply to (i) the
current field of activities of Siemens & Co. Heilwasser und
Quellenprodukte des Staatsbades Bad Ems GmbH & Co. KG and Lindopharm
GmbH and the current field of activities, limited by the current geographic
reach of such activities, of the Mega Pharma group as well as Amega S.A., (ii) any
activity of Dr. Andreas Strüngmann and Dr. Thomas Strüngmann for the
Hexal Companies or any affiliate of Novartis, including but not limited to
Sandoz, as well as the business activity of Mr. Fabian Strüngmann within
the Mega Pharma group, (iii) the acquisition and holding of an interest in
companies which design, manufacture, market or sell such products, provided
that such interest will be acquired and held by the Sellers as financial
investors for investment purposes and provided that all Sellers jointly do not
directly or indirectly acquire or hold shares or convertible debentures, which
constitute or can be constituted to consist of more than five percent of the
share capital of the respective company.


 


4.                                       Dr. Andreas Strüngmann and Dr. Thomas
Strüngmann shall each, until the Closing Date, enter into a service agreement
with a company of the Sandoz-/Hexal-Group to be denominated. In these service
agreements Dr. Andreas Strüngmann and Dr. Thomas Strüngmann shall
each agree to a post contractual non-compete undertaking with a term of three
years as from the respective date of leaving the Novartis group.


 


39





















 


XII.

MERGER CONTROL


 


1.                                       The Parties hereto shall use
their best efforts to properly make, and conduct, as soon as reasonably possible
after the date hereof all merger control filings, and proceedings, as set forth
in Annex 44 hereto required in respect of the transactions contemplated
by this Agreement.


 


2.                                       The Purchaser is not obliged to
offer any remedies in order to obtain, from the competent competition
authorities, merger clearance subject to conditions and/or obligations in the
proceedings set out in Annex 44 hereto.


 


XIII.

CLOSING


 


1.                                       The transfer of the GmbH Shares
and the KG Interest pursuant to Part I Section 1 and Part II Section 1
above shall become effective only upon satisfaction – or waiver if applicable –
of the last of the following conditions precedent (aufschiebende Bedingungen) (“Closing”):


 


(a)                                  approval of the transactions
contemplated by this Agreement under all merger control proceedings as set
forth in Annex 44 hereto, be it by lapse of time or written confirmation
to that effect;


 


(b)                                 delivery of the notarized powers
of attorney in accordance with the provisions set forth in the last paragraph
of No. 1 and 2 of the cover sheet of this Notarial Deed;


 


(c)                                  consummation of the transfer of
all sites in Hexal Syntech GmbH as well as execution the business lease
agreement set forth in Part III Section 4 above;


 


(d)                                 execution of the Property Rights
Transfer set forth in Part III Section 5 above;


 


(e)                                  announcement of the employee
transaction bonus program set forth in Part III Section 6 above;


 


(f)                                    no material breach of any of the
covenants and indemnification undertakings pursuant to Part III above at
the point in time of the fulfillment of the conditions precedent pursuant to
lit. (a) to (e) above;


 


40





















 


(g)                                 no material breach of any of the
representations and warranties pursuant to Part VI Sections 1 to 8, 16,
17, 20, 28, 31 to 34, 39 and 40 above at the point in time of the fulfillment
of the conditions precedent pursuant to lit. (a) to (e) above;


 


(h)                                 no material breach of any of the
representations and warranties pursuant to Part VI other than those set
forth in lit. (g) above – assuming they would have been given as of the
Closing Date – at the point in time of the fulfillment of the conditions
precedent pursuant to lit. (a) to (e) above;


 


(i)                                     non-occurrence of any event
until the point in time of the fulfillment of the conditions precedent pursuant
to lit. (a) to (e) above that by itself or together with other events
has materially adversely affected or might materially adversely affect the
asset, financial and profit situation (Vermögens-,
Finanz- und Ertragslage) of the Hexal Companies;


 


(j)                                     payment by the Purchaser of the
Estimated Purchase Price pursuant to Part IV Section 3 lit. (a);


 


The
Purchaser shall be entitled to unilaterally waive the conditions precedent set
forth in lit. (b) to (i) above.


 


2.                                       If the Closing should not have
occurred within one year after the date hereof at the latest, any Party hereto,
which is not responsible for the non-satisfaction of any of the conditions
precedent by way of non-compliance with its obligations hereunder, shall be
entitled to terminate this Agreement – including all Annexes hereto – without
the other Parties hereto being entitled to any claims against the terminating
Party. In the event of a termination of this Agreement, this Agreement -
including all Annexes hereto - shall cease to exist except for Part XIV
below, which shall survive such termination.


 


3.                                       The fifth Business Day following
the satisfaction of the conditions precedent set forth in Section 1 lit. (a) through
(i) above, or any other date agreed by the parties hereto, shall be the “Closing
Date” for the purposes of this Agreement.


 


4.                                       On the Closing Date the Sellers
and the Purchaser shall take the following actions or cause such actions to be
taken:


 


(a)                                  Payment by the Purchaser of the
Estimated Purchase Price pursuant to Part IV Section 3 lit. (a) above
by the Purchaser.


 


41





















 


(b)                                 Delivery of written board
resignations pursuant to Part III Section 3 above.


 


5.                                       On the Closing Date, the Parties
shall execute a closing memorandum confirming the satisfaction – or waiver if
applicable – of the conditions precedent set forth in Section 1 above and
the consummation of the transfer of the GmbH Shares and the KG Interest
pursuant to Part I and Part II above.


 


6.                                       With effect immediately
following the Closing, the Purchaser and Hexal hereby transfer all of their
current or future partnership interests in A+T KG to A+T GmbH which hereby
accepts such transfer. The transfer of such partnership shall be made at their
book value.


 


XIV.

MISCELLANEOUS


 


1.                                       The fees for the notarization,
all transfer taxes (including real estate transfer taxes, if any) as well as
all costs, fees and expenses resulting from the merger control proceedings
pursuant to Part XII above shall be borne by the Purchaser. Apart there
from, each Party hereto shall bear its own costs and taxes and the costs of its
advisors connected with, or resulting from, the execution and consummation of
this Agreement.


 


2.                                       Changes and amendments to this
Agreement as well as declarations to be made hereunder shall be valid only if
made in writing unless a notarial deed is legally required. This shall also
apply to any change of this Section 2.


 


3.           
(a)                                     The Sellers shall jointly
appoint a person or a legal entity, which is authorized to make and accept with
legally binding effect for the Sellers all declarations under this Agreement or
in consummation thereof.


 


The Sellers jointly
appoint as such agent:


 


Dr. Thomas Strüngmann

[Address Redacted]


 


Tel.: [Redacted]

Fax: [Redacted]


 


(b)                                 The
Purchaser and Novartis shall jointly appoint a person or a legal entity, which
is authorized to make and accept with legally binding effect for the


 


42





















 


Purchaser and Novartis all declarations under this
Agreement or in consummation thereof.


 


The Purchaser and
Novartis jointly appoint as such agent:


 


Novartis AG

- General Counsel -

Lichtstrasse 35

4056 Basle, Switzerland

Tel.: +41 61 324 24 28

Fax: +41 61 324 3731


 


(c)                                  A
change in the person or legal entity or address of such agents shall be
effective for the other Parties only one month following the receipt of a
written notification as to such change. Until the lapse of such period, the
authority of the previous agent as well as its address shall be deemed to
continue.


 


4.                                       If a provision of this Agreement
should be or become invalid or not contain a necessary regulation, the validity
of the other provisions of this Agreement shall not be affected thereby. The
invalid provision shall be replaced and the gap be filled by a legally valid
arrangement which corresponds as closely as possible to the intention of the
Parties or what would have been the intention of the Parties according to the
aim and purpose of this Agreement if they had recognized the gap.


 


5.                                       The Annexes to this Agreement
form an integral part of the Agreement. Statements in one provision or Annex to
this Agreement shall be deemed to have been made also for the purposes of all
other provisions of and Annexes to this Agreement.


 


6.                                       This Agreement shall be governed
by the laws of the Federal Republic of Germany. The exclusive place of venue
shall be Munich.


 


7.                                       None of the Parties hereto shall
be entitled to set-off against any claims under this Agreement except as
expressly set forth hereunder.


 


8.                                       None of the Parties hereto shall
make, or cause to be made, except as maybe otherwise required by law, any
disclosure or announcement in respect of this Agreement, its contents or any of
the transactions contemplated thereby to any third party in the business
community, without the prior written consent of the other Parties. The Parties
hereto shall mutually agree on the content and timing of any press release or
other public statement relating to this Agreement or any transaction hereunder
and


 


43





















 


shall
in particular mutually agree on, and effect, any communication to customers,
suppliers, employees and the business community.


 


9.                                       A+T GmbH is registered with a
revenue office in Rosenheim under tax registration number 156/115/62427. A+T
GmbH does not own real estate.


 


Reference is made to Exhibit A
and Exhibit B as well as to Annexes 1, 3, 6, 7, 11-29, parts of 30 (to the
extent not signed), 32-40, page 1 of 41, 42-44 attached to this Notarial
Deed. The parties waived to read loud these annexes. These annexes were
presented to the parties for notice and signed by them on each page.


 


This Notarial Deed,
including the annexes thereto, had been read loud by the Notary Public to the
persons appeared (to the extent the parties did not waive to read loud the
annexes listed in the above paragraph), has been approved by them and signed by
them and the Notary Public manu propria
as follows:


 


Basle, February 17
(seventeen), 2005 (two thousand and five)


 


44





















 


Exhibit 1


 


LIST OF
ANNEXES


 


	
  Annex 1

  	
   

  	
  Domestic and foreign
  subsidiaries and joint ventures of Hexal

  
	
   

  	
   

  	
   

  
	
  Annex 2

  	
   

  	
  Corporate consent to
  acquire GmbH Shares, Novartis

  
	
   

  	
   

  	
   

  
	
  Annex 3

  	
   

  	
  Dr. Andreas
  Strüngmann’s balances on partners’ accounts of A+T KG

  
	
   

  	
   

  	
   

  
	
  Annex 4

  	
   

  	
  Declarations of
  consents and/or waivers of all partners of A+T KG

  
	
   

  	
   

  	
   

  
	
  Annex 5

  	
   

  	
  Measures and actions
  not to be taken

  
	
   

  	
   

  	
   

  
	
  Annex 6

  	
   

  	
  Agreements to survive
  Closing

  
	
   

  	
   

  	
   

  
	
  Annex 7

  	
   

  	
  Resignations of board
  members

  
	
   

  	
   

  	
   

  
	
  Annex 8

  	
   

  	
  Term sheet in respect
  of business lease agreement

  
	
   

  	
   

  	
   

  
	
  Annex 9

  	
   

  	
  Employee transaction
  bonus program

  
	
   

  	
   

  	
   

  
	
  Annex 10

  	
   

  	
  Consolidated Net
  Financial Debt

  
	
   

  	
   

  	
   

  
	
  Annex 11

  	
   

  	
  Shares in the Hexal
  Group Companies

  
	
   

  	
   

  	
   

  
	
  Annex 12

  	
   

  	
  Hexal Participations

  
	
   

  	
   

  	
   

  
	
  Annex 13

  	
   

  	
  Share
  capital/partnership interest of the Hexal Companies

  
	
   

  	
   

  	
   

  
	
  Annex 14

  	
   

  	
  Branches and
  representative offices of the Hexal Companies

  
	
   

  	
   

  	
   

  
	
  Annex 15

  	
   

  	
  Balances on accounts of
  A+T KG as of the date hereof

  
	
   

  	
   

  	
   

  
	
  Annex 16

  	
   

  	
  Interests held by
  Sellers, Relatives and Controlled Companies in other companies than in the
  Hexal Companies

  
	
   

  	
   

  	
   

  
	
  Annex 17

  	
   

  	
  Consolidated Financial
  Statements

  



 


45





















 


	
  Annex 18

  	
   

  	
  Balance sheets and
  profit and loss statements

  
	
   

  	
   

  	
   

  
	
  Annex 19

  	
   

  	
  Line items of the
  P&L statement

  
	
   

  	
   

  	
   

  
	
  Annex 20

  	
   

  	
  Outside the ordinary
  course of business

  
	
   

  	
   

  	
   

  
	
  Annex 21

  	
   

  	
  List of built-up and
  vacant real estate etc. of Hexal Companies

  
	
   

  	
   

  	
   

  
	
  Annex 22

  	
   

  	
  Encumbrances

  
	
   

  	
   

  	
   

  
	
  Annex 23

  	
   

  	
  Condition of Hexal
  Buildings

  
	
   

  	
   

  	
   

  
	
  Annex 24

  	
   

  	
  Finished products sold
  below book value

  
	
   

  	
   

  	
   

  
	
  Annex 25

  	
   

  	
  Hexal Intellectual
  Property Rights

  
	
   

  	
   

  	
   

  
	
  Annex 26

  	
   

  	
  Exemptions in respect
  of Material Agreements

  
	
   

  	
   

  	
   

  
	
  Annex 27

  	
   

  	
  List of ten largest
  customers and ten largest suppliers

  
	
   

  	
   

  	
   

  
	
  Annex 28

  	
   

  	
  Restrictions to
  termination of employment agreements

  
	
   

  	
   

  	
   

  
	
  Annex 29

  	
   

  	
  Senior management team

  
	
   

  	
   

  	
   

  
	
  Annex 30

  	
   

  	
  List of all current
  material shop agreements and collective bargaining agreements

  
	
   

  	
   

  	
   

  
	
  Annex 31

  	
   

  	
  List of all individual
  pension commitments and pension schemes

  
	
   

  	
   

  	
   

  
	
  Annex 32

  	
   

  	
  List of all
  pharmaceutical production permits

  
	
   

  	
   

  	
   

  
	
  Annex 33

  	
   

  	
  Indications as to a
  withdrawal, revocation, restriction or amendment of any admissions or
  marketing authorizations

  
	
   

  	
   

  	
   

  
	
  Annex 34

  	
   

  	
  Ten most turnover
  generating products

  
	
   

  	
   

  	
   

  
	
  Annex 35

  	
   

  	
  Product recalls, withdrawals
  and seizures

  
	
   

  	
   

  	
   

  
	
  Annex 36

  	
   

  	
  R&D Projects

  
	
   

  	
   

  	
   

  
	
  Annex 37

  	
   

  	
  Public subsidies

  



 


46





















 


	
  Annex 38

  	
   

  	
  Fiscal unities

  
	
   

  	
   

  	
   

  
	
  Annex 39

  	
   

  	
  Obligations due to
  deficiency of products

  
	
   

  	
   

  	
   

  
	
  Annex 40

  	
   

  	
  Litigation etc.

  
	
   

  	
   

  	
   

  
	
  Annex 41

  	
   

  	
  Withdrawals between
  Effective Date and signing

  
	
   

  	
   

  	
   

  
	
  Annex 42

  	
   

  	
  Milestones of the
  integration process

  
	
   

  	
   

  	
   

  
	
  Annex 43

  	
   

  	
  Details of key
  management selection

  
	
   

  	
   

  	
   

  
	
  Annex 44

  	
   

  	
  Merger control filings
  and proceedings

  



 


47





















 


Exhibit 2


 


INDEX OF
DEFINED TERMS


 


	
  “Adjustment Calculation”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 3.

  
	
   

  	
   

  	
   

  
	
  “Business Days”

  	
   

  	
  shall have the meaning
  as set forth in Part IV Section 3. lit. (b).

  
	
   

  	
   

  	
   

  
	
  “Closing”

  	
   

  	
  shall have the meaning
  as set forth in Part XIII Section 1.

  
	
   

  	
   

  	
   

  
	
  “Closing Date”

  	
   

  	
  shall have the meaning
  as set forth in Part XIII Section 3.

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 2 lit. (a).

  
	
   

  	
   

  	
   

  
	
  “Consolidated Financial
  Statements”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 11.

  
	
   

  	
   

  	
   

  
	
  “Controlled Companies”

  	
   

  	
  shall have the meaning
  as set forth in Part III Section 2.

  
	
   

  	
   

  	
   

  
	
  “Effective Date”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble J.

  
	
   

  	
   

  	
   

  
	
  “Environmental Liabilities”

  	
   

  	
  shall have the meaning
  as set forth in Part III Section 8 lit. (c).

  
	
   

  	
   

  	
   

  
	
  “Estimated Purchase Price”

  	
   

  	
  shall have the meaning
  as set forth in Part IV Section 3. lit. (a).

  
	
   

  	
   

  	
   

  
	
  “Final Adjustment Calculation”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 7.

  
	
   

  	
   

  	
   

  
	
  “Final Transfer Financial Statements”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 7.

  
	
   

  	
   

  	
   

  
	
  “Financial Statements”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 12.

  
	
   

  	
   

  	
   

  
	
  “GmbH Shares”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble B lit. (j)

  
	
   

  	
   

  	
   

  
	
  “Hexal”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 2 lit. (a).

  
	
   

  	
   

  	
   

  
	
  “Hexal Books”

  	
   

  	
  shall have the meaning
  as set forth in Part IX Section 2.

  
	
   

  	
   

  	
   

  
	
  “Hexal Buildings”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 15 lit. (c).

  



 


48





















 


	
  “Hexal Business”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble F.

  
	
   

  	
   

  	
   

  
	
  “Hexal Companies”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble F.

  
	
   

  	
   

  	
   

  
	
  “Hexal Group Business”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble F.

  
	
   

  	
   

  	
   

  
	
  “Hexal Group Companies”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble F.

  
	
   

  	
   

  	
   

  
	
  “Hexal Group Company
  Shares”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 3.

  
	
   

  	
   

  	
   

  
	
  “Hexal Intellectual Property Rights”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 18.

  
	
   

  	
   

  	
   

  
	
  “Hexal Participations”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 4.

  
	
   

  	
   

  	
   

  
	
  “Hexal Real Estate”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 15 lit. (a).

  
	
   

  	
   

  	
   

  
	
  “Independent Expert”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 6.

  
	
   

  	
   

  	
   

  
	
  “KG Interest”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble D lit. (b)

  
	
   

  	
   

  	
   

  
	
  “Material Agreements”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 19.

  
	
   

  	
   

  	
   

  
	
  “Novartis”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 3 lit. (b)

  
	
   

  	
   

  	
   

  
	
  “Property Rights
  Transfer”

  	
   

  	
  shall have the meaning
  as set forth in Part III Section 5

  
	
   

  	
   

  	
   

  
	
  “Purchase Price”

  	
   

  	
  shall have the meaning
  as set forth in Part IV Section 1.

  
	
   

  	
   

  	
   

  
	
  “Purchaser”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 3 lit. (a)

  
	
   

  	
   

  	
   

  
	
  “Purchaser’s Auditor”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 4.

  
	
   

  	
   

  	
   

  
	
  “Radebeul Site”

  	
   

  	
  shall have the meaning
  as set forth in Part III Section 4.

  
	
   

  	
   

  	
   

  
	
  “R&D Projects”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 30.

  
	
   

  	
   

  	
   

  
	
  “Relatives”

  	
   

  	
  shall have the meaning
  as set forth in Part III Section 2.

  
	
   

  	
   

  	
   

  
	
  “Review Period”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 4.

  
	
   

  	
   

  	
   

  
	
  “Sellers”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 1

  



 


49





















 


	
  “Strüngmann Family”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble A.

  
	
   

  	
   

  	
   

  
	
  “Third Party Claim”

  	
   

  	
  shall have the meaning
  as set forth in Part VIII Section 2.

  
	
   

  	
   

  	
   

  
	
  “Transfer Financial
  Statements”

  	
   

  	
  shall have the meaning
  as set forth in Part V Section 1.

  
	
   

  	
   

  	
   

  
	
  “A+T GmbH”

  	
   

  	
  shall have the meaning
  as set forth in Notarial Cover 2 lit. (b)

  
	
   

  	
   

  	
   

  
	
  “A+T KG”

  	
   

  	
  shall have the meaning
  as set forth in the Preamble C.

  
	
   

  	
   

  	
   

  
	
  “A+T Shares”

  	
   

  	
  shall have the meaning
  as set forth in Part VI Section 2.

  



 


50