Exhibit 10.1


 


NBI HF, national ID no. 471008-0280, Austurstraeti 11, Reykjavík
(Landsbankinn herein) and deCODE Genetics Inc, Sturlugata 8, 101 Reykjavík
(deCODE herein) enter into the following


 


AGREEMENT


 


regarding Landsbankinn’s purchase of Securities (1. Auction Rate
Securities), totaling at nominal value USD33,500,000.- as specified in Appendix
1 to this agreement (“the Securities” herein) from deCODE, on the right of sale
and right of purchase of the Securities, as further specified in this
agreement.


 


Article 1


 


deCODE undertakes to sell and Landsbankinn to purchase the Securities
and to pay for them in three phases, further a) ISK750,000,000.- upon the
signing of this agreement, b) ISK375,000,000.- on 27 January 2009, and c)
ISK250,000,000.- on 13 February 2009, or totaling ISK1,375,000,000.- (“the
Purchase Price” herein), and the payments shall be deposited into account no.
0115-26-3846 owned by Íslensk erfdagreining EHF, national ID no. 691295-3549, (‘“ÍE”
herein).


 


Article 2


 


Considering that Landsbankinn has not examined the contents of the
Securities or whether and what kind of restrictions exist regarding their
transfer from deCODE to Landsbankinn, deCODE guarantees towards Landsbankinn
that deCODE is authorized to transfer the Securities and that they are the
property of deCODE and free of any liens and encumbrances, or other
ownership-right restrictions. If, for some reason, it materializes during the
agreement’s period of validity that the transfer of the Securities, one or
more, was unauthorized, deCODE furthermore guarantees that it will immediately
redeem the Securities and pay for them in conformity with Article 6 of
this agreement.


 


If it turns out during this agreement’s period of validity that the
payer of any of the Securities (one or more) has sought composition, requested
moratorium or been declared insolvent, deCODE shall redeem all of the relevant
Securities and shall pay for them the amount Landsbankinn paid for the said
Securities, plus the required rate of return, i.e. an amount which is the same percentage of the Purchase Price and the nominal
value of the said Securities of the total nominal value of the Securities
according to Appendix 1.


 

















 


Article 3


 


Landsbankinn is not obligated to pay the
Purchase Price until the Securities have been transferred to the bank in
accordance with the instructions of Landsbankinn thereon, and after the
transfer, Landsbankinn shall have full rights according to the Securities and
shall furthermore bear all commitments that they place upon the holder of their
rights. The Securities shall be delivered to the account of Landsbankinn no.
13151 at Clearstream, “Free-of-Payment”.


 


Article 4


 


Landsbankinn shall have the right to demand
that deCODE purchases, as a whole, all of the Securities of the bank (i.e. Put
Option) and this right shall be active irrespective of which of the following
occurs first: a) upon receipt of the initial payment and the signing of a
binding purchase agreement of deCODE and a third party on the sale of the
majority or all share capital of ÍE, or of the part of the activities of ÍE as specified in Appendix 2 to this agreement, or b) that the time
strikes 12:00 noon on 16 December 2009. In both instances deCODE shall
have 14 days to finalize the purchase and to pay the Repurchase Price to
Landsbankinn.


 


Article 5


 


deCODE shall at any time have the right to
demand that Landsbankinn sells the Securities to deCODE (i.e. Call Option) and
this right shall remain throughout the agreement’s period of validity. In order
for deCODE being able to exercise this right, the company must exercise this
right wholly, i.e. to buy all the Securities in full, not in part.


 


Article 6


 


Upon repurchase/sale of the Securities in
accordance with Articles 4 or 5 above, the Securities’ sales price shall be the
Purchase Price plus Reibor interest as registered on the day of the signing of
this agreement, plus a 5% interest differential p.a. (“the Repurchase Price”
herein). Payments in respect of the purchase of the Securities, cf. Articles 4
or 5, shall be in cash.


 


Article 7


 


A party wishing to exercise its sales
right/purchase right, cf. Articles 4 and 5 above, shall send a notification
thereon to the counterparty and the delivery date of the Securities shall be 14
days after the notification is received about the exercising of the sales
right/purchase right.


 

















 


Article 8


 


In conformity with Article 3,
Landsbankinn receives all interest payments and/or advance payments made in
respect of the Securities during the agreement’s period of validity. The
interest installments that are paid to Landsbankinn until the sales-/purchase
right becomes active, shall be deducted from the Repurchase Price, cf. Article 6.
The same rule shall apply if payment is made on the principal amount, in
part or in full, of some of the Securities during the agreement’s period of
validity. Calculating the deductibles, cf. the aforementioned, shall be based
on the central rate of exchange of the Central Bank of Iceland (USD-ISK) on the
date Landsbankinn receives a payment, whereas the installments on the
Securities shall be made in dollars.


 


Article 9


 


Although the total amount of interest and
advance payments, received by Landsbankinn according to Article 8, turns
out to be higher than the Repurchase Price, cf. Article 6, Landsbankinn
shall, upon the purchase/sale of the Securities, cf. Articles 4 or 5,
nevertheless only be obligated to present to deCODE the Securities (with the
limitations specified in Article 10) in addition to the total amount the
bank may have received, cf. Article 8, and exceeds ISK375,000,000 plus the
Repurchase Price.


 


Article 10


 


If one ore more Securities are paid in full
during the agreement’s period of validity, Landsbankinn shall be obligated to
illustrate to deCODE in a satisfactory manner that the relevant Securities have
been paid in full. The parties agree that a Security that has been paid in full
during the agreement’s period of validity shall be taken off the list of
Securities in Appendix 1; the list may change during the agreement’s period of
validity.


 


Article 11


 


The contents of this agreement shall be
confidential between the parties and the parties shall not disclose information
about its contents, unless otherwise provided for by Icelandic and American
laws and the regulations of stock exchanges or the parties agree to disclose
information.


 


Article 12


 


Notifications, which the parties dispatch to
each other because of the sales right, shall be sent to the following:


 


·                  NBI hf, Hafnarstraeti 5, 155 Reykjavík, fax: 410-3008, attn: Treasury.


·                  deCODE Genetics Inc, Sturlugata 8, 101 Reykjavík, fax: 570-1806, attn. Legal Division.


 

















 


Article 13


 


If neither party to this agreement has
exercised the rights stipulated in Articles 4 and 5, the rights cf. the
relevant articles of the agreement will be deemed as cancelled not later than
on 1 January 2010.


 


Article 14


 


If a disagreement arises between the parties
on the contents or execution of this agreement, which shall be signed in two
identical copies, the parties are authorized to bring such disagreement before
the District Court of Reykjavík.


 


So done in Reykjavík, 14 January 2009


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK, THE SIGNATURE SHEET FOLLOWS ON THE NEXT PAGE]


 

















 


On behalf of deCODE Genetics Inc


 


	
   

  	
  Sign.

  	
  Kári Stefánsson

  	
  Sign.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of NBI HF

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sign.

  	
  Arni T. Thorbjornsson

  	
  Sign.

  	
  Jon T. Oddleifsson

  



 


 


Witnesses to the signatures and date:


 


	
  Sign.

  	
  Jóhann Hjartarson

  	
  Sign.

  	
  Ómar Karl Jóhannesson

  
	
   

  	
  District Court Attorney 

  	
   

  	
  District Court Attorney

  
	
   

  	
  National ID no: 080263-2289

  	
   

  	
  National ID no: 060870-4549

  
	
   

  	
   

  	
   

  	
   

  
	
  Sign.

  	
  Thórir Haraldsson

  	
  Sign.

  	
  Einar Kristján Jónsson

  
	
   

  	
  District Court Attorney 

  	
   

  	
  District Court Attorney

  
	
   

  	
  National ID no: 270264-2049

  	
   

  	
  National ID no: 231173-4719

  



 

















 


Appendix 1


 


December 31, 2008


 


	
  Security

  	
   

  	
  Issue
  Date

  	
   

  	
  Maturity

  Date

  	
   

  	
  Estimated

  Monthly

  Interest

  Payment

  (1)

  	
   

  	
  Interest

  Frequency

  	
   

  	
  Current
  Interest

  Rate

  	
   

  	
  CUSIP

  	
   

  	
  Units

  	
   

  	
  Total
  Cost

  	
   

  
	
  MBIA Preferred
  Stock/Formerly North Castle

  	
   

  	
  23.12.02

  	
   

  	
  Perpetual

  	
   

  	
  Paid

  Quarterly

  	
   

  	
  90 days

  	
   

  	
  30 year libor plus

  200 basis
  points

  	
   

  	
  55276G204

  	
   

  	
  41

  	
   

  	
  4.100.000,00

  	
   

  
	
  Grand Central

  	
   

  	
  19.07.04

  	
   

  	
  Perpetual

  	
   

  	
  28th

  	
   

  	
  28 days

  	
   

  	
  1 month Libor plus

  200 basis
  points

  	
   

  	
  38528d203

  	
   

  	
  40

  	
   

  	
  4.000.000,00

  	
   

  
	
  Ambac Preferred
  Stock/Formerly Dutch Harbor

  	
   

  	
  03.12.01

  	
   

  	
  Perpetual

  	
   

  	
  8th

  	
   

  	
  28 days

  	
   

  	
  1 month Libor plus

  200 basis
  points

  	
   

  	
  23138886

  	
   

  	
  56

  	
   

  	
  1.400.000,00

  	
   

  
	
  Sutton Capital

  	
   

  	
  23.06.03

  	
   

  	
  Perpetual

  	
   

  	
  3rd & 31st

  	
   

  	
  28 days

  	
   

  	
  1 month Libor plus

  150 basis points

  	
   

  	
  86943v209

  	
   

  	
  35

  	
   

  	
  3.500.000,00

  	
   

  
	
  Athilon Cap

  	
   

  	
  21.12.04

  	
   

  	
  03.02.45

  	
   

  	
  1st & 29th

  	
   

  	
  28 days

  	
   

  	
  1 month Libor plus

  250 basis points

  	
   

  	
  047468ab9

  	
   

  	
  5.000.000

  	
   

  	
  5.000.000,00

  	
   

  
	
  Primus

  	
   

  	
  19.12.02

  	
   

  	
  Perpetual

  	
   

  	
  10th

  	
   

  	
  Monthly

  	
   

  	
  1 month Libor plus 

  300 basis
  points

  	
   

  	
  52519g802

  	
   

  	
  30

  	
   

  	
  3.000.000,00

  	
   

  
	
  Insurance Nt
  Capital Riverlake 2006-5

  	
   

  	
  28.07.03

  	
   

  	
  17.08.33

  	
   

  	
  26th

  	
   

  	
  Monthly

  	
   

  	
  1 month Libor plus 

  200 basis
  points

  	
   

  	
  45805eaa9

  	
   

  	
  3.000.000

  	
   

  	
  3.000.000,00

  	
   

  
	
  Insurance Nt
  Capital Riverlake 2003-6

  	
   

  	
  16.12.03

  	
   

  	
  31.12.33

  	
   

  	
  16th

  	
   

  	
  Monthly

  	
   

  	
  1 month Libor plus 

  200 basis
  points

  	
   

  	
  45804qaa3

  	
   

  	
  2.000.000

  	
   

  	
  2.000.000,00

  	
   

  
	
  Insurance Nt
  Capital Rivermont 2006-3

  	
   

  	
  31.10.06

  	
   

  	
  26.12.50

  	
   

  	
  12th

  	
   

  	
  Monthly

  	
   

  	
  1 month Libor plus 

  200 basis
  points

  	
   

  	
  45804caa4

  	
   

  	
  2.500.000

  	
   

  	
  2.500.000,00

  	
   

  
	
  Double Oak

  	
   

  	
  23.07.07

  	
   

  	
  16.07.52

  	
   

  	
  19th

  	
   

  	
  Monthly

  	
   

  	
  1 month Libor plus 

  200 basis
  points

  	
   

  	
  25857eaa8

  	
   

  	
  5.000.000

  	
   

  	
  5.000.000,00

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  33.500.000,00

  	
   

  



 

















 


Appendix 2


 


deCODE genetics Inc (“deCODE”) is an American
public company, registered in the State of Delaware, USA. The shares in deCODE
are registered at NASDAQ. deCODE is a holding company without any independent
activities, which primarily take place in the subsidiaries.


 


Íslensk erfdagreining (“ÍE”) is an Icelandic
private limited company which is fully owned by deCODE and engages, among other
things, in the development and sale of genetic analysis tests, as well as ÍE,
selling genetic analysis services to third parties. A part of ÍE’s
developmental work is financed with grants from public parties, for example,
the European Union and the American health institute, NIH. All of ÍE’s personnel
are stationed in Iceland, except for the sales personnel who sell the company’s
products abroad.


 


deCODE’s subsidiaries in the USA engage in
the development, sale and services in the field of reference medicinal
products.


 


The operation of the deCODE conglomerate is
currently being reorganized with the goal of future strengthening, among other
things, through the selling of ÍE stock in full or in part, or the entire
operation that ÍE has engaged in and as described above. If selling this
operation is realized without this pertaining to the sale of share capital, the
conditions of the sales right, cf. Article 4 of the principal text of the
agreement between deCODE and NBI HF, are deemed as having been met.