EX-4.40



 Exhibit 4.40 
 Execution version 
  
  

Interpharma Holdings & Management Corporation 
  

 
 Pharma Industries Holdings Limited

  
  
 MCE (Philippines) Investments Limited 
  

 
 MCE (Philippines) Investments No. 2
Corporation 
  
  
 Acquisition Agreement 







 Contents 
  

									
	1	  	Definitions	  	 	1	  
		  	1.1	  	Definitions	  	 	1	  
		  	1.2	  	Construction	  	 	7	  
		  	1.3	  	Headings	  	 	9	  
			
	2	  	Conditions	  	 	9	  
		  	2.1	  	Conditions	  	 	9	  
		  	2.2	  	Best endeavours	  	 	10	  
		  	2.3	  	Regulatory Approvals	  	 	10	  
		  	2.4	  	Benefit and waiver of certain Conditions	  	 	10	  
		  	2.5	  	Notification of certain events	  	 	11	  
		  	2.6	  	Consultation if Conditions not met	  	 	11	  
		  	2.7	  	Failure to agree	  	 	12	  
		  	2.8	  	Effect of termination	  	 	12	  
			
	3	  	Sale and purchase of Sale Shares	  	 	12	  
		  	3.1	  	Sale of Sale Shares	  	 	12	  
		  	3.2	  	Title and risk	  	 	12	  
		  	3.3	  	Compliance with obligations	  	 	13	  
			
	4	  	Conduct and actions pending Closing	  	 	13	  
		  	4.1	  	Conduct of business	  	 	13	  
		  	4.2	  	Access to information	  	 	14	  
			
	5	  	Exclusivity	  	 	15	  
		  	5.1	  	No current discussions	  	 	15	  
		  	5.2	  	No shop restriction	  	 	15	  
		  	5.3	  	No talk and no due diligence	  	 	15	  
		  	5.4	  	Notification of approaches	  	 	16	  
			
	6	  	Authority to open new bank account	  	 	16	  
			
	7	  	Closing	  	 	16	  
		  	7.1	  	Date, time and place	  	 	16	  
		  	7.2	  	Interdependence with Subsidiary Sale Agreements	  	 	17	  
		  	7.3	  	Transfer of Sale Shares at Closing	  	 	17	  
		  	7.4	  	Obligations of the Selling Shareholders at Closing	  	 	17	  
		  	7.5	  	Obligations of the Buyer at Closing	  	 	19	  
		  	7.6	  	Company board meeting	  	 	20	  
		  	7.7	  	Interdependence of obligations	  	 	20	  
			
	8	  	Post Closing	  	 	20	  
		  	8.1	  	Receipt of Subsidiary Sale Amount	  	 	20	  
		  	8.2	  	Transfer of Commercial Documents	  	 	20	  
		  	8.3	  	Performance of Commercial Contracts	  	 	21	  
		  	8.4	  	Future intentions with the Company	  	 	21	  
		  	8.5	  	Maintenance of insurance	  	 	21	  
		  	8.6	  	Access to information	  	 	21	  


  
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	9	  	Representations and warranties	  	 	22	  
		  	9.1	  	Representations and warranties	  	 	22	  
		  	9.2	  	Reliance by parties	  	 	22	  
		  	9.3	  	Survival of representations	  	 	22	  
		  	9.4	  	Notification of breach and compliance certificate	  	 	22	  
			
	10	  	Indemnities	  	 	23	  
		  	10.1	  	Selling Shareholders indemnity	  	 	23	  
		  	10.2	  	Buyers indemnity	  	 	23	  
		  	10.3	  	Tax indemnity	  	 	23	  
		  	10.4	  	Indemnity relating to Commercial Documents	  	 	25	  
		  	10.5	  	Indemnity relating to Ongoing Litigation	  	 	25	  
		  	10.6	  	Survival of indemnities	  	 	25	  
			
	11	  	Confidentiality	  	 	26	  
		  	11.1	  	Selling Shareholders’ obligations	  	 	26	  
		  	11.2	  	Buyers’ obligations	  	 	26	  
			
	12	  	Public announcements	  	 	27	  
		  	12.1	  	Announcement of Transaction	  	 	27	  
		  	12.2	  	Public announcements	  	 	27	  
		  	12.3	  	Permitted disclosure	  	 	28	  
		  	12.4	  	Statements on termination	  	 	28	  
			
	13	  	Notices	  	 	28	  
		  	13.1	  	General	  	 	28	  
		  	13.2	  	How to give a communication	  	 	28	  
		  	13.3	  	Particulars for delivery of notices	  	 	29	  
		  	13.4	  	Communications by fax	  	 	30	  
		  	13.5	  	Communications by email	  	 	30	  
		  	13.6	  	After hours communications	  	 	30	  
		  	13.7	  	Process service	  	 	30	  
			
	14	  	General	  	 	30	  
		  	14.1	  	Duty	  	 	30	  
		  	14.2	  	Legal costs	  	 	30	  
		  	14.3	  	Amendment	  	 	31	  
		  	14.4	  	Waiver and exercise of rights	  	 	31	  
		  	14.5	  	Rights cumulative	  	 	31	  
		  	14.6	  	Consents	  	 	31	  
		  	14.7	  	Further steps	  	 	31	  
		  	14.8	  	Governing law and jurisdiction	  	 	31	  
		  	14.9	  	Assignment	  	 	31	  
		  	14.10	  	Liability	  	 	31	  
		  	14.11	  	Counterparts	  	 	31	  
		  	14.12	  	Entire understanding	  	 	32	  
		  	14.13	  	Relationship of parties	  	 	32	  


  
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		  	14.14	  	 Specific performance
	  	 	32	  
		  	14.15	  	 Benefits held on trust
	  	 	32	  
		
	 Schedule 1 – Sale Shares
	  	 	33	  
		
	 Schedule 2 – Selling Shareholders’ representations and warranties
	  	 	34	  
		
	 Schedule 3 – Buyers’ representations and warranties
	  	 	40	  
		
	 Schedule 4 – Commercial Documents
	  	 	41	  
		
	 Schedule 5 – Documentary Evidence
	  	 	44	  
		
	 Execution
	  	 	45	  
		
	 Annexure A – Direction to Pay
	  	 	47	  


  
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 Date 7 December 2012 
 Parties 
 Interpharma Holdings & Management Corporation
of 32nd floor, Zuellig Building, Makati Avenue corner
Paseo de Roxas, Makati City, Philippines (Interpharma) 
 Pharma Industries Holdings Limited of 32nd floor, Zuellig Building, Makati Avenue corner Paseo de Roxas, Makati
City, Philippines (Pharma) 
 MCE (Philippines) Investments Limited of Jayla Place, Wickams Cay I, Road Town, Tortola, British
Virgin Islands (MCE) 
 MCE (Philippines) Investments No. 2 Corporation of c/- 21st floor, Philamlife Tower, Paseo de Roxas, Makati, Metro Manila
Philippines (Co-lnvestor) 
 Background 
  

	A	Each Selling Shareholder is the legal and beneficial owner of the Sale Shares set out opposite its name in column 2 of the table in Schedule 1.


  

	B	The Sale Shares represent 93.06% of the total issued share capital in the Company. 


 

	C	The Selling Shareholders have agreed to sell, and the Buyers have agreed to buy, the Sale Shares on the terms of this document. 


Agreed terms 
  

	1	Definitions 

  

	1.1	Definitions 

 In this
document these terms have the following meanings: 
 A Class Share means a fully paid A class ordinary share in the
capital of the Company carrying the rights and obligations for that class set out in the Articles of Incorporation of the Company. 
 Advisers means in relation to an entity, its legal, financial and other expert advisers and agents. 

  
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 Affiliate means, with a respect to a person: 

 

	 	(a)	any person which either directly or indirectly Controls, or which is Controlled by, or is under common Control with, the person; or 


 

	 	(b)	a director or secretary of that person, or any person who acts, or proposes to act, in concert with that person. 


Authorisation includes any consent, permit, licence, authorisation or exemption from, by, or with, a Regulatory Authority.

 B Class Share means a fully paid B class ordinary share in the capital of the Company carrying the rights and
obligations for that class set out in the Articles of Incorporation of the Company. 
 BIR means the Bureau of Internal
Revenue of the Republic of the Philippines. 
 Board means the board of directors of the Company. 

Business Day means a day which is not a Saturday, Sunday or a public holiday in the Republic of the Philippines or in Hong Kong.

 Buyer Confidential Information means any commercial, financial or technical information of any member of the Buyers
Group disclosed or supplied by or on behalf of any such entity to a Selling Shareholder or any of its Representatives, whether orally or visually or in documentary or electronic form and including the notes, records or copies made by a Selling
Shareholder or any of its Representatives of such information but excluding information which is in the public domain (other than as a result of a breach of this document by a Selling Shareholder) or otherwise previously known to a Selling
Shareholder. 
 Buyer Indemnified Parties means: 

 

	 	(a)	in respect of MCE, MCE and each member of the MCE Group, and the Officers and employees of each of those entities; and 


 

	 	(b)	in respect of Co-Investor, Co-Investor and the Officers of that entity. 

 Buyers means each of MCE and Co-Investor. 
 Buyers’ Broker means
UBS Securities Philippines, Inc., the broker appointed by the Buyer for the purpose of executing the special block sale under clause 7.3(a). 
 Buyers Group means the Buyers and each of their Affiliates (as defined in paragraph (a) of that definition) and Buyer Group Company means any one of them. 

Capital Gains Tax Liability means the capital gains tax liability of the Company arising as a result of the Subsidiary Sale.

 Closing means settlement of the sale and purchase of the Sale Shares in accordance with clause 6. 

Closing Certificate has the meaning given to that term in clause 7.4(a)(i). 

Closing Date means the Business Day immediately following the date on which the Condition in clause 2.1(c) is satisfied.


  
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 Commercial Contract means each contract or arrangement listed in Part A of
schedule 4. 
 Commercial Documents means each contract, arrangement, permit, licence, or trade mark entered into,
or held, by the Company as listed in schedule 4. 
 Company means Manchester International Holdings Unlimited
Corporation, a corporation duly organised and existing under and by virtue of the laws of the Republic of the Philippines, and whose Shares are listed on the PSE under the ticker codes “MIH” and “MIHB”. 

Company Disclosure Materials means all information (written or oral) in connection with the affairs of the Group provided by or on
behalf of a Selling Shareholder or the Company to the Buyer or any of its Representatives as at the date of this document. 

Condition means a condition set out in clause 2.1. 
 Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the concerned entity, whether through the ownership of voting
securities by contract, voting trusts, through majority membership on the board of directors or governing body of a corporation or other legal entity or otherwise. 
 Cut Off Date means 5pm on 21 December 2012, or such later date as the parties agree in writing. 
 Deferred Tax Liability means the deferred tax liability amounting to PhP8,660,000 on the audited balance sheet of the Company as at 31 December 2011. 

Direction to Pay means a direction to pay in the form set out in annexure A. 

Documentary Evidence means each form of documentary evidence listed in column 2 of the table in schedule 5. 

Encumbrance means an interest or power: 
  

	 	(a)	reserved in or over an interest in any asset; or 

  

	 	(b)	created or otherwise arising in or over any interest in any asset under any mortgage, charge, pledge, lien, hypothecation, trust or bill of sale,


 by way of security for the payment of a debt or other monetary obligation or the performance of any other
obligation. 
 Exclusivity Period means the period from and including the date of this document to and including the
earlier of: 
  

	 	(a)	the date this document is terminated in accordance with its terms; or 

  

	 	(b)	the Closing Date. 

 Group
means the Company and each of its Subsidiaries and Group Company means any one of them. 

  
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 Insolvency Event means any of the following: 

 

	 	(a)	a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they become due and payable;


  

	 	(b)	a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation; 


 

	 	(c)	an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or
dissolution of a corporation; 

  

	 	(d)	an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in
respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within seven days; 

  

	 	(e)	a controller is appointed in respect of any property of a corporation; 

  

	 	(f)	a corporation is deregistered or notice of its proposed deregistration is given to the corporation; 


 

	 	(g)	a distress, attachment or execution is levied or becomes enforceable against any property of a person; 


 

	 	(h)	a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise
with, or assignment for the benefìt of, all or any class of the person’s creditors or members or a moratorium involving any of them; or 

  

	 	(i)	anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a person.


 Interphil means Interphil Laboratories, Inc, a corporation duly organised and existing under and by
virtue of the laws of the Republic of the Philippines. 
 Lancashire means Lancashire Realty Holding Corporation, a
corporation duly organised and existing under and by virtue of the laws of the Republic of the Philippines. 
 Letter of
Authority means a written notice or letter from the BIR seeking an examination, audit or investigation. 
 Loss means,
in relation to a person, any liability (whether actual, contingent or prospective), damage, loss, cost, or expense of whatsoever description incurred by the person, however arising (including contractual, tortious, legal, equitable or pursuant to
statute). 
 Management Services Agreement means the management services agreement between the Company and Interphil dated
1 January 2011. 

  
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 Material Adverse Change means a matter, event or circumstance that occurs, is
announced or becomes known to the Selling Shareholders or the Company (whether or not it becomes public) prior to Closing where that matter, event or circumstance has, has had, or could reasonably be expected to have, individually or when aggregated
with all such matters, events or circumstances: 
  

	 	(a)	a 10% or greater decrease in the aggregate net book value of the Subsidiaries; or 


 

	 	(b)	a material adverse effect on the business, assets, liabilities or financial position, profitability or prospects of the Company. 


MCE Group means MCE and any person which either directly or indirectly Controls, or which is Controlled by, or is under common
Control with, MCE. 
 Mercator means Mercator Holdings corporation, a corporation duly organised and existing under and by
virtue of the laws of the Republic of the Philippines. 
 Officer means in relation to an entity, its directors, company
secretaries and senior executives. 
 Ongoing Litigation means each of the following matters: 

 

	 	(a)	 matter between the Company and OEP Philippines, Inc. (CA G.R. CV No. 92550) in the 15th Division, Court of Appeals, Manila; and 



 

	 	(b)	matter between the Company and Danilo M. Lucinario relating to the dismissal of Mr Lucinario. 


PSE means Philippines Stock Exchange. 
 Purchase Price means the total amount of PhP1,259,000,000 payable in such manner, and to such persons, as set out in clause 7.5. 

Regulatory Approval means: 
  

	 	(a)	any approval, consent, authorisation, registration, filing, lodgement, permit, franchise, agreement, notarisation, certificate, permission, licence, approval,
direction, declaration, authority or exemption from, by or with a Regulatory Authority; or 

  

	 	(b)	in relation to anything that would be fully or partly prohibited or restricted by law if a Regulatory Authority intervened or acted in any way within a specified period
after lodgement, filing, registration or notification, the expiry of that period without intervention or action. 


Regulatory Authority means any Philippine or foreign government or governmental, semi-governmental, administrative, fiscal,
municipal, local, regulatory or judicial entity, instrumentality, commission, tribunal, agency or authority or any Minister, department, office or delegate of any government. It includes a self-regulatory organisation established under statute, the
SEC, the PSE, and any other stock exchange (as appropriate). 
 Representative means, in relation to a body corporate,
each of its Affiliates, and any Officers, employees and Advisers of the body corporate or its Affiliates. 
 Sale Shares
means the Shares set out opposite the name of each Selling Shareholder in column 2 of the table in schedule 1. 

  
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 SEC means the Securities and Exchange Commission of the Republic of the Philippines.

 Selling Shareholder Amount means PhP200,000,000. 

Selling Shareholders means each of Interpharma and Pharma. 
 Selling Shareholders’ Broker means Maybank ATR Kim Eng Securities, the broker appointed by the Selling Shareholders to execute the special block sale under clause 7.3(a). 

Selling Shareholder Confidential Information means any commercial, financial or technical information of any member of the Group
disclosed or supplied by or on behalf of any such entity to a Buyer or any of its Representatives, whether orally or visually or in documentary or electronic form and including the notes, records or copies made by a Buyer or any of its
Representatives of such information but excluding information which is in the public domain (other than as a result of a breach of this document by the Buyer) or otherwise previously known to the Buyer. 

Selling Shareholders’ Indemnified Parties means each Selling Shareholder and the Officers and employees of each of those
entities. 
 Selling Shareholders’ Warranties means the representations and warranties of the Selling Shareholders
set out in schedule 2. 
 Share means an A Class Share or a B Class Share. 

Subsidiaries means Interphil and Lancashire. 
 Subsidiary Sale means the sale of all of the Company’s shares in Interphil to Interpharma, and the sale of all of the Company’s shares in Lancashire to Mercator, in each case, under the
Subsidiary Sale Agreement. 
 Subsidiary Sale Agreements means: 

 

	 	(a)	the deed of assignment dated on or around the date of this document between the Company and Interpharma in respect of the sale of the Company’s shares in Interphil
to Interpharma; and 

  

	 	(b)	the deed of assignment dated on or around the date of this document between the Company and Mercator, in respect of the sale of the Company’s shares in Lancashire
to Mercator. 

 Subsidiary Sale Amount means PhP1,059,000,000. 

Tax includes all national, local and foreign taxes, charges, fees, licenses or other assessments imposed by any tax authority,
whether domestic or foreign, including any interest, penalties or additions to any tax applicable thereto. 
 Tax
Liability means a Loss relating to Tax incurred or payable by a Buyer Indemnified Party or the Company. 
 Tender
Offer means the mandatory offer which, subject to exemptive relief, is required by the laws of the Republic of Philippines, to be made by the Buyers (or their nominee) to acquire all of the Shares held by the shareholders of the 

Company (other than the Sale Shares to be acquired by the Buyers) on entering into this document. 

  
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 Third Party Proposal means: 

 

	 	(a)	a transaction which, if completed, would mean a person (other than the Buyers) would, directly or indirectly: 


 

	 	(i)	acquire all or a substantial part of the assets or business of the Company; 


 

	 	(ii)	acquire an interest in 10% or more of the Company’s voting shares, or enter into any cash settled equity swap or other derivative contract arrangement in respect
of (when aggregated with any existing shareholding of the person or its Affiliates) 10% or more of the Company’s share capital; or 

  

	 	(iii)	acquire Control of the Company; 

  

	 	(b)	a transaction which, if completed, would mean a person (other than the Selling Shareholders) would, directly or indirectly: 


 

	 	(i)	acquire all or a substantial part of the assets or business of the Subsidiaries; 


 

	 	(ii)	acquire an interest in 10% or more of either of the Subsidiaries’ voting shares, or enter into any cash settled equity swap or other derivative contract
arrangement in respect of (when aggregated with any existing shareholding of the person or its Affiliates) 10% or more of either of the Subsidiaries’ share capital; or 


 

	 	(iii)	acquire Control of the Company; 

  

	 	(c)	a mandatory offer or other takeover bid, scheme of arrangement, amalgamation, merger, capital reconstruction, consolidation, purchase of main undertaking or other
business combination involving any Group Company; or 

  

	 	(d)	any agreement, arrangement or understanding requiring a Selling Shareholder to abandon, or otherwise fail to proceed with, the Transaction or which is otherwise
prejudicial to the Transaction, 

 and for the avoidance of any doubt, does not include the Subsidiary Sale.

 Transaction means the sale and purchase of the Sale Shares under this document. 

 

	1.2	Construction 

 Unless
expressed to the contrary, in this document: 
  

	 	(a)	words in the singular include the plural and vice versa; 

  

	 	(b)	any gender includes the other genders; 

  

	 	(c)	if a word or phrase is defined its other grammatical forms have corresponding meanings; 


 

	 	(d)	‘includes’ means includes without limitation; 


  
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	 	(e)	no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or would otherwise benefit from it;


  

	 	(f)	a reference to: 

  

	 	(i)	a holder includes a joint holder; 

  

	 	(ii)	a party means a party to this document; 

  

	 	(iii)	a person includes: 

  

	 	(A)	a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority; and 


 

	 	(B)	the person’s legal personal representatives, administrators, successors, assigns and persons substituted by novation; 


 

	 	(iv)	any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation as modified or replaced; 


 

	 	(v)	an obligation includes a warranty or representation and a reference to a failure to comply with an obligation includes a breach of warranty or representation;


  

	 	(vi)	a right includes a benefit, remedy, discretion or power; 

  

	 	(vii)	time is to local time in Manila, Republic of the Philippines; 

  

	 	(viii)	‘PhP’ is a reference to Philippines Pesos, the currency of the Republic of the Philippines; 


 

	 	(ix)	this or any other document includes the document as novated, varied or replaced and despite any change in the identity of the parties; 


 

	 	(x)	writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes fax transmissions; 


 

	 	(xi)	this document includes all schedules and annexures to it; 

  

	 	(xii)	a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this document; and 


 

	 	(xiii)	an obligation of liability of the Selling Shareholders under this document binds each Selling Shareholder jointly and severally; 


 

	 	(g)	if the date on or by which any act must be done under this document is not a Business Day, the act must be done on or by the next Business Day; and


  

	 	(h)	where time is to be calculated by reference to a day or event, that day or the day of that event is excluded. 


  
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	1.3	Headings 

 Headings do not
affect the interpretation of this document. 
  

	2	Conditions 

  

	2.1	Conditions 

 The
obligations of the parties at closing are conditional on each of the following conditions being satisfied or waived in accordance with clause 2.4: 
  

	 	(a)	(Subsidiary Sale Agreements) the execution of each of the Subsidiary Sale Agreements by the parties to those documents in a form satisfactory to the Buyers;


  

	 	(b)	(minimum level of cash) the Buyers are satisfied (acting reasonably) that the Company has, immediately before closing, a cash balance of not less than
PhP84,600,000; 

  

	 	(c)	(PSE Special Block Approval) the PSE grants its written approval to the Transaction being conducted by way of a special block transfer on the PSE;


  

	 	(d)	(no shareholder claims) no shareholder of the Company has raised (or has proposed to raise) any objection to, complaint with, or claim against, the Company or
any party arising from, in connection with, or concerning either the Transaction or the Subsidiary Sale, which has not been resolved by the parties as at Closing Date; 


 

	 	(e)	(representations and warranties of the Selling Shareholders): the Selling Shareholders’ Warranties are true and correct at all times up to the Closing Date;


  

	 	(f)	(representations and warranties of the Buyers) the representations and warranties of the Buyers in schedule 3 are true and correct at all times up to the
Closing Date; 

  

	 	(g)	(no Material Adverse Change): no Material Adverse Change occurs or becomes apparent between the date of this document and Closing; 


 

	 	(h)	(no breach): no event set out in clause 4.1 occurs between the date of this document and Closing Date; 


 

	 	(i)	(termination of Management Services Agreement) on or before the Closing Date, the Management Services Agreement is terminated with effect from Closing under a
termination agreement, which must be in a form satisfactory to the Buyers; and 

  

	 	(j)	(transfer or termination of Commercial Documents) the Buyers are satisfied that by the Closing Date, each Commercial Document is assigned or novated to a
Subsidiary or is otherwise terminated by the Company, in each case without any liability to the Company whatsoever. 


  
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	2.2	Best endeavours 

 Each
party must use its best endeavours to ensure that: 
  

	 	(a)	each of the Conditions is satisfied as soon as practicable after the date of this document, and continues to be satisfied at all times until the last time it is to be
satisfied (as the case may require), and in any event before the Cut Off Date; and 

  

	 	(b)	there is no event or circumstance within the reasonable control or influence of that party that would prevent the Conditions being satisfied. 


 

	2.3	Regulatory Approvals 


Without limiting the generality of clause 2.2: 
  

	 	(a)	each party that is responsible for obtaining a Regulatory Approval must promptly apply for such Regulatory Approval, providing a copy to the other party of all such
applications, and take all steps it is responsible for as part of the approval process, including responding to requests for information at the earliest practicable time; and 


 

	 	(b)	each party must use reasonable endeavours to consult with the other in advance in relation to all material communications with any Regulatory Authority relating to any
Regulatory Approval and provide the other party with all information reasonably requested in connection with the application for any Regulatory Authority. 


 

	2.4	Benefit and waiver of certain Conditions 

  

	 	(a)	The Conditions (other than the Condition in clause 2.1(f)) are for the benefit of the Buyers and may only be waived by the Buyers in writing, and will be
effective only to the extent specifically set out in that waiver. 

  

	 	(b)	The Condition in clause 2.1(f) is for the benefit of the Selling Shareholders and may only be waived by the Selling Shareholders in writing, and will be
effective only to the extent specifically set out in that waiver. 

  

	 	(c)	If a waiver by the Buyers or the Selling Shareholders (as applicable) of a Condition is itself conditional and the Buyers or Selling Shareholders (as applicable) accept
the condition, the terms of that condition apply accordingly. If the Buyers or the Selling Shareholders (as applicable) do not accept a conditional waiver of the Condition, the Condition has not been waived. 


 

	 	(d)	If the Buyers waive the breach or non-fulfìlment of any of the Conditions (other than the Condition in clause 2.1(f)), that waiver will not preclude them
from suing the Selling Shareholders for any breach of this document, including a breach that resulted in the non-fulfilment of the Condition that was waived. 


 

	 	(e)	If the Selling Shareholders waive the breach or non-fulfilment of the Condition in clause 2.1(f), that waiver will not preclude them from suing the Buyers for
any breach of this document, including a breach that resulted in the non-fulfilment of that Condition. 


  
 10 










	 	(f)	Unless specified in the waiver, a waiver of the breach or non-fulfilment of any Condition will not constitute: 


 

	 	(i)	a waiver of breach or non-fulfilment of any other Condition resulting from events or circumstances giving rise to the breach or non-fulfilment of the first Condition;
or 

  

	 	(ii)	a waiver of breach or non-fulfilment of that Condition resulting from any other event or circumstance. 


 

	2.5	Notification of certain events 

 Each party must: 
  

	 	(a)	(keep informed) promptly and reasonably inform the other either directly or through its Advisers of the steps it has taken and of its progress towards
satisfaction of the Conditions; 

  

	 	(b)	(notice of satisfaction) promptly notify the other if it becomes aware that any Condition has been satisfied; 


 

	 	(c)	(notice of failure) promptly notify the other if it becomes aware that any Condition has failed to be satisfied or has become incapable of being satisfied or is
not reasonably capable of being satisfied or of any circumstances which may reasonably be expected to lead to such a state of affairs; and 

  

	 	(d)	(notice of waiver) after having given or received a notice in accordance with clause 2.5(c) in relation to a Condition that it is entitled under clause
2.4 to waive, give notice to the other party as soon as possible (and in any event no later than five Business Days) as to whether or not it waives the breach or non-fulfilment of the relevant Condition, specifying the Condition in question.


  

	2.6	Consultation if Conditions not met 

 If: 
  

	 	(a)	there is a breach or non-fulfilment of a Condition which is not waived in accordance with this document by the time or date specified in this document for its
satisfaction; or 

  

	 	(b)	there is an act, failure to act, event or occurrence which will prevent a Condition being satisfied by the time or date specified in this document for its satisfaction
(and the breach or non-fulfilment of the Condition which would otherwise occur has not already been waived), 


then the parties will consult in good faith with a view to determining whether: 

 

	 	(c)	the Transaction may proceed by way of alternative means or methods and, if so, to agree on the terms of such alternative means or methods; 


 

	 	(d)	to extend the relevant time or date for satisfaction of the Conditions; or 


 

	 	(e)	to extend the Cut Off Date. 


  
 11 










	2.7	Failure to agree 

  

	 	(a)	If the parties are unable to reach agreement under clause 2.6 within five Business Days, then unless that Condition is waived in accordance with clause
2.4, a party entitled to the benefit of that Condition may (subject to clause 2.7(b)) terminate this document. 

  

	 	(b)	A party will not be entitled to terminate this document pursuant to clause 2.7(a) if the relevant Condition has not been satisfied as a result of:


  

	 	(i)	a breach of this document by that party; or 

  

	 	(ii)	a deliberate act or omission of that party which either alone or together with other circumstances prevents that Condition from being satisfied.


  

	2.8	Effect of termination 

 If
this document is terminated by a party under clause 2.7(a): 
  

	 	(a)	each party will be released from its obligations under this document except its obligations under clauses 10, 11, 12 and 14 which will survive
termination; 

  

	 	(b)	each party will retain the rights it has or may have against the other party in respect of any breach of this document prior to termination; and


  

	 	(c)	in all other respects, all future obligations of the parties under this document will immediately terminate and be of no further force or effect.


  

	3	Sale and purchase of Sale Shares 

  

	3.1	Sale of Sale Shares 

 On
Closing: 
  

	 	(a)	Pharma must sell, and MCE must buy, the Sale Shares set out against Pharma’s name in column 2 of the table in schedule 1; and 


 

	 	(b)	Interpharma must sell, and Co-Investor must buy, the Sale Shares set out against Interpharma’s name in column 2 of the table in schedule 1,


 (together with all benefits, rights and entitlements accrued or attaching to those Sale Shares on or after the
date of this document) for the Purchase Price in the proportions set out in column 4 of the table in schedule 1, free from all Encumbrances and the claims and interests of any third parties, in accordance with, and on the terms of, this
document. 
  

	3.2	Title and risk 

 Legal and
beneficial title to the Sale Shares (and property and risk in them) will pass to the Buyers on and from Closing. 

  
 12 










	3.3	Compliance with obligations 

 Each party must do all acts and things within its power as may be necessary or desirable for the implementation and performance of the Transaction on a basis consistent with this document, and in
particular each party must do everything reasonably within its power to ensure that the Transaction is effected in accordance with all laws and regulations applicable in relation to the Transaction, and utilise all necessary resources (including
management resources and the resources of external Advisers) to comply with their respective obligations under this document. 
  

	4	Conduct and actions pending Closing 

  

	4.1	Conduct of business 

  

	 	(a)	From the date of this document up to and including the Closing Date, the Selling Shareholders must procure that the Company conducts its business in the ordinary course
and in substantially the same manner as previously conducted, including: 

  

	 	(i)	compliance in all material respects with all applicable laws and regulations; 


 

	 	(ii)	maintaining its assets; 

  

	 	(iii)	maintaining each of its insurance policies in place as at the date of this document; and 


 

	 	(iv)	keeping available the services of its Officers. 

  

	 	(b)	Despite clause 4.1(a), from the date of this document up to and including the Closing Date, the Selling Shareholders must procure that the Company does not:


  

	 	(i)	increase, reduce or otherwise alter the share capital of the Company (including by creating, allotting or issuing new share capital) or grant any options for the issue
of shares or other securities in the Company; 

  

	 	(ii)	distribute or return any capital of the Company, or declare or pay any dividend or other distribution (in cash or otherwise) to the shareholders of the Company;


  

	 	(iii)	buy back or redeem any of its shares; 

  

	 	(iv)	alter, or agree to alter, its articles of incorporation or any other constituent document; 


 

	 	(v)	distribute or revalue any of its assets; 

  

	 	(vi)	acquire, lease or dispose, or agree to acquire, lease or dispose of, any asset; 


 

	 	(vii)	enter into joint venture, partnership or other similar commercial arrangements; 


  
 13 










	 	(viii)	incur any actual or contingent liabilities; 

  

	 	(ix)	incur any indebtedness or issue any indebtedness by way of borrowings, loans or advances; 


 

	 	(x)	make capital expenditure not previously approved under any budget disclosed to the Buyers; 


 

	 	(xi)	cause or permit any Encumbrance to be created over any of its business, assets, property or undertakings; 


 

	 	(xii)	acquire or agree to acquire any share, shares or other interest in any legal entity; 


 

	 	(xiii)	engage any new employee; 

  

	 	(xiv)	pay any bonus or termination payment to, or increase the compensation of, any Officer or employee of the Company or the Group Company, other than in accordance with a
written contract of employment previously disclosed to the Buyers; 

  

	 	(xv)	terminate the employment, or amend the terms of employment, of any its employees, except as required by any applicable law; 


 

	 	(xvi)	enter into any contract or commitment without the prior written consent of the Buyers; 


 

	 	(xvii)	vary, terminate or fail to renew any of its contracts, Authorisations or commitments; 


 

	 	(xviii)	change any accounting method, practice or principle used by it; 

  

	 	(xix)	initiate, settle or compromise (or agree to do so) any claims, actions or legal proceedings; 


 

	 	(xx)	grant (or agree to grant) a loan, gift or other distribution to any Selling Shareholder or any other person or entity whatsoever; or 


 

	 	(xxi)	pass any resolution of its shareholders. 

  

	 	(c)	Nothing in this clause 4.1 restricts or prevents any Selling Shareholder, the Company or any other Group Company from doing anything which is:


  

	 	(i)	expressly contemplated or required by this document; or 

  

	 	(ii)	approved by the Buyers in writing, such approval not to be unreasonably withheld, conditioned or delayed. 


 

	4.2	Access to information 


From the date of this document, the Selling Shareholders must: 

 

	 	(a)	procure that each Buyer, and any person authorised by a Buyer, on reasonable notice, is given all reasonable access during normal business hours to such documents,
records and other information (subject to any existing confidentiality obligations owed to third parties), premises, personnel and Advisers of the Company as the Buyer reasonably requires for the purpose of: 


  
 14 










	 	(i)	understanding the Company’s financial position; 

  

	 	(ii)	meeting the Buyers’ obligations under this document; 

  

	 	(iii)	facilitating the smooth implementation of plans of the Buyers for the Company following Closing; 


 

	 	(iv)	verifying warranties; and 

  

	 	(v)	any other purpose which is agreed in writing between the parties; and 

  

	 	(b)	as soon as reasonably practicable provide to each Buyer, and any person authorised by a Buyer, all reasonable information of the Company reasonably requested by them.


  

	5	Exclusivity 

  

	5.1	No current discussions 


Each Selling Shareholder represents and warrants to the Buyers that, as at the date of this document, neither it nor the Company nor any
of their Representatives: 
  

	 	(a)	is participating, directly or indirectly, in any discussions or negotiations with any persons that concern, or could reasonably be expected to lead to, a Third Party
Proposal; or 

  

	 	(b)	is a party to any agreement, arrangement or understanding with any person that may prevent them from entering into this document, or that may prevent them from
complying with their obligations under this document. 

  

	5.2	No shop restriction 


During the Exclusivity Period, the Selling Shareholders must ensure that neither it nor the Company nor any of their Representatives
directly or indirectly solicit, invite, facilitate, initiate or encourage the submission of, any enquiries, negotiations or discussions, or communicate to any person an intention to do any of these things which might lead to obtaining any expression
of interest, offer or proposal from any other person in relation to a Third Party Proposal. 
  

	5.3	No talk and no due diligence 

 During the Exclusivity Period, the Selling Shareholders must not and must ensure that the Company and each of their Representatives do not: 

 

	 	(a)	directly or indirectly enter into or participate in any discussions or negotiations with any person regarding a Third Party proposal; 


 

	 	(b)	grant any other person any right or access to conduct due diligence investigations in respect of any Group Company; 


 

	 	(c)	enter into any agreement, arrangement or understanding in relation to, or which might lead to, a Third Party Proposal; or 


  
 15 










	 	(d)	endorse, or propose to endorse, any Third Party Proposal, 

 even if that Third Party Proposal was not directly solicited, invited, encouraged, or initiated by a Selling Shareholder, the Company or any of their Representatives or the person has publicly announced
the Third Party Proposal. 
  

	5.4	Notification of approaches 

  

	 	(a)	During the Exclusivity Period, the Selling Shareholders must promptly notify the Buyers in writing of: 


	 	(i)	any approach, inquiry or proposal made to, and any attempt to initiate negotiations or discussions with, a Selling Shareholder, the Company or any of their
Representatives with respect to any Third Party Proposal; or 


	 	(ii)	any request for information relating to any of the Selling Shareholders, the Company or any Group Company or any of their businesses or operations, if any of the
Selling Shareholders, the Company or their Representatives has reasonable grounds to suspect that it may relate to a current or future Third Party Proposal. 


 

	 	(b)	A notice under this clause must include comprehensive details of the applicable matter (including key details of the Third Party Proposal and the identity of that
person). 

  

	6	Authority to open new bank account 

  

	 	(a)	As soon as practicable after the date of this document, and by no later than 11 December 2012, the Selling Shareholders must ensure that the Company appoints MCE as its
attorney to do all things necessary (including execute all necessary documents on behalf of the Company) for the purpose of opening a new bank account in the name of the Company to receive amounts in accordance with clause 7.4(b)(ii), and to
appoint authorities to operate such bank account as determined by MCE at its sole discretion. 

  

	 	(b)	Before Closing, the Selling Shareholders must, and must ensure that the Company must, provide all reasonable assistance (including provision of all necessary
information) required by MCE to enable it to open such new bank account as referred to in clause 6(a). 

  

	7	Closing 

  

	7.1	Date, time and place 


Closing must take place at 10:00am on the Closing Date at the law offices of Picazo Buyco Tan Fider & Santos, Liberty Center, Makati
City, Manila, or such other time and place as the parties agree in writing. 

  
 16 










	7.2	Interdependence with Subsidiary Sale Agreements 

 This document is interdependent with the Subsidiary Sale Agreements and neither the Selling Shareholders nor the Buyers are obliged to close under this document unless closing has occurred under each of
the Subsidiary Sale Agreements or all parties to the Subsidiary Sale Agreements are ready, willing and able to close under those documents on the Closing Date. lf closing has not occurred, or does not occur, under each of the Subsidiary Sale
Agreements on or prior to the Closing Date, then Closing will not occur under this document and this document will be deemed to be terminated. 
  

	7.3	Transfer of Sale Shares at Closing 

  

	 	(a)	The parties acknowledge and agree that, subject to Closing, the Sale Shares will be transferred to the Buyers via a special block sale through the facilities of the PSE
on the Closing Date in accordance with the rules of the PSE and the SEC. 

  

	 	(b)	The Selling Shareholders must ensure that the Sale Shares are in a scrip-less form and lodged with the Philippine Depositary Trust Corporation for the purpose of
executing the special block sale under clause 7.3(a) within 3 Business Days after execution of this document. 

  

	 	(c)	All fees payable in connection with the special block sale must be borne equally between the parties. 


 

	7.4	Obligations of the Selling Shareholders at Closing 

 At Closing, each Selling Shareholder must: 
  

	 	(a)	deliver to the Buyers, or procure the delivery to the Buyers of: 

  

	 	(i)	a certificate, in a form satisfactory to the Buyers, duly executed by each Selling Shareholder, confirming that as at the Closing Date each Condition (other than those
waived under clause 2.4) has been satisfied in accordance with this document (Closing Certificate), together with all Documentary Evidence; 

  

	 	(ii)	signed resignations of each director, secretary and any other officer of the Company as required by the Buyers, in each case, in a form satisfactory to the Buyers
including written notice to the effect that they have no claim outstanding for loss of office, remuneration or otherwise against the Company; 

  

	 	(iii)	copies of the minutes of meeting or written resolutions of the directors of the Company approving, among other things, the matters contemplated by clause 7.6 in
a form agreed between the Selling Shareholders and the Buyers; 

  

	 	(iv)	the Direction to Pay, duly executed by each Selling Shareholder; 

  

	 	(v)	originals of each duly executed assignment, novation, or termination (as applicable) in respect of each Commercial Document, in a form satisfactory to the Buyers, but
where any regulatory approval or counterparty consent is required to assign, novate or terminate a Commercial Document, only to the extent that such approval or consent has been obtained in writing before the Closing Date; 


  
 17 










	 	(vi)	a certificate, in a form satisfactory to the Buyers, duly executed by each Selling Shareholder and the Company, confirming that completion of the transfer of all of the
Company’s shares in each of the Subsidiaries has occurred under the Subsidiary Sale Agreements; 

  

	 	(vii)	a certificate, in a form satisfactory to the Buyers, duly executed by each Selling Shareholder and the Company, confirming that there are no payments that remain
outstanding that need to be made by the Company against the minimum level of cash required to be maintained by the Company to satisfy the Condition in clause 2.1(b); 


 

	 	(viii)	an undertaking, in a form satisfactory to the Buyers, from Interphil to perform each Commercial Contract and to indemnify the Buyers and the Company in respect of each
Commercial Contract in accordance with clause 8.3, duly executed by Interphil; 

  

	 	(ix)	an authorisation letter, in a form satisfactory to the Buyers, from each of the Subsidiaries to their auditors authorising the auditor to disclose to the Buyers and the
Company all financial information and records of the Subsidiaries in respect of the period on or before the Closing Date as the Company or the Buyers may reasonably require to prepare and complete their financial statements, duly executed by each
Subsidiary; 

  

	 	(x)	all necessary documents, duly executed by the Company, to revoke the existing authorities to operate, draw on or have access to the bank accounts(s) of the Company with
effect from Closing; 

  

	 	(xi)	complete and up-to-date originals of all contracts, employment agreements (if any) and books and records of the Company, including all corporate records (including
articles of incorporation, minute books and registers), tax records and financial records of the Company; 

  

	 	(xii)	certified copies of all outstanding purchase orders under each Commercial Contract which has not been assigned or novated, or otherwise terminated, in each case by the
Closing Date, together with written confirmation duly executed by the Selling Shareholders, in a form satisfactory to the Buyers, that there are no other purchase orders under any contract issued to the Company that remain unfulfilled at Closing,
and that there is no contract or other commercial arrangement (other than the Commercial Contracts) to which the Company remains a party; 

  

	 	(xiii)	a written confirmation duly executed by each of the Subsidiaries warranting that there are no contracts (other than the Commercial Contracts) to which the Company is a
party, and there are no purchase orders under any contract (other than those purchase orders to be provided under clause 7.4(a)(xii)) issued to the Company that remain unfulfilled as at Closing; 


  
 18 










	 	(xiv)	all other things necessary or desirable to transfer the Sale Shares, to complete any other transaction contemplated by this document and to place the Buyers in
effective control of the Company; 

 (b) at the Buyers’ election, either: 

 

	 	(i)	provide to the Buyers written confirmation from the relevant bank(s) that the minimum level of cash required to be maintained by the Company to satisfy the Condition in
clause 2.1(b) is held in an account of the Company maintained by that bank; or 

  

	 	(ii)	transfer the minimum level of cash required to be maintained by the Company to satisfy the Condition in clause 2.1(b) to a bank account nominated by the Buyer
and advised to the Selling Shareholders and the Company at least one Business Day prior to the Closing Date; and 

  

	 	(c)	instruct the Selling Shareholders’ Broker to transfer the Sale Shares to the Buyers in accordance with the instructions of the Buyers. 


 

	7.5	Obligations of the Buyer at Closing 

  

	 	(a)	At closing, immediately after delivery of all documents required to be delivered to it under clause 7.4(a), the Buyers must instruct the Buyers’ Broker to
acquire on their behalf the Sale Shares, to be held by the Buyers’ Broker in accordance with the Buyers’ instructions. 

  

	 	(b)	settlement of the Purchase Price for the acquisition of the Sale Shares will be made by the Buyer as follows: 


 

	 	(i)	by paying to the Selling Shareholders in cash, the Selling Shareholder Amount via payment to the Selling Shareholders’ Broker; and 


 

	 	(ii)	by paying to the Company directly in accordance with the duly executed Direction to Pay, the Subsidiary Sale Amount in cash. 


 

	 	(c)	The selling shareholders acknowledge and agree that payment of the selling shareholder Amount to the selling shareholders’ Broker in accordance with clause
7.5(b)(i) will be deemed to be receipt of those funds by the Selling Shareholders and it will satisfy the Buyers’ obligation to pay that amount to the Selling Shareholders, and following such payment the Buyers will have no further
obligation in connection with the payment of the Selling Shareholder Amount. 

  

	 	(d)	As soon as practicable after making the payment under clause 7.5(b)(ii), the Buyers must provide to the selling shareholders a copy of the bank transfer
evidencing the remittance of the subsidiary sale Amount to the Company. 


  
 19 










	7.6	Company board meeting 

 On
Closing, the Selling Shareholders must procure that a meeting of the Board is held at which it is resolved that: 
  

	 	(a)	all existing authorities, as at the Closing Date, to operate, draw on or have access to the bank account(s) of the Company are revoked with effect from Closing, and new
replacement authorities (as nominated by the Buyers in their sole discretion) to operate, draw on or have access to the bank account(s) of the Company are approved with effect from Closing; 


 

	 	(b)	each person nominated by the Buyers is appointed as a director, secretary or other officer of the Company (as applicable); and 


 

	 	(c)	the resignations of each director, secretary and any other officer of the Company as required by the Buyers are accepted, 


subject to such timing and process as required to ensure compliance with the Articles of Incorporation of the Company. 

 

	7.7	Interdependence of obligations 

  

	 	(a)	The obligations of the parties in respect of Closing are interdependent and if all such obligations have not been performed, then no Closing may take place.


  

	 	(b)	Performance of the obligations of each party in respect of Closing is deemed to take place simultaneously and no delivery or payment will be taken to have been made
until all obligations of the parties have been performed. Once all such obligations have been performed, they must be treated as having been performed simultaneously on the date on which the final obligation is performed. 


 

	8	Post Closing 

  

	8.1	Receipt of Subsidiary Sale Amount 

 Within two Business Days after the Closing Date, the Buyers must procure that the Company provides to the Selling Shareholders a receipt confirming receipt of the Subsidiary Sale Amount in full and final
discharge of the obligations of Interpharma and Mecartor under each of the promissory notes issued to the Company by Interpharma and Mercator in connection with each of the Subsidiary Sale Agreements. 

 

	8.2	Transfer of Commercial Documents 

  

	 	(a)	To the extent any Commercial Document has not been assigned or novated to a Subsidiary by the Closing Date, then the Selling Shareholders must use their best endeavours
to do all things necessary to ensure that such Commercial Documents are assigned or novated, in a form satisfactory to the Buyers (acting reasonably), as soon as practicable after Closing. 


  
 20 










	 	(b)	The Selling Shareholders must pay all costs and expenses in connection with any consent to assignment or novation of any Commercial Document, including but not limited
to the costs of the Company and the Buyers (including all reasonably incurred legal costs of those parties), and to the extent applicable the costs or charges of any Regulatory Authority or counterparty. 


 

	 	(c)	If any consent or approval to assign or novate a Commercial Document is not obtained by [1 March 20131], the Buyers may procure that such Commercial Documents are dealt
with in such manner as they determine at their absolute discretion. 

  

	8.3	Performance of Commercial Contracts 

 In addition to the Selling Shareholders’ obligations under clause 8.2, to the extent any Commercial Contract has not been assigned or novated, or otherwise terminated, by the Closing Date, the
Selling Shareholders must, and must ensure that Interphil must, from Closing: 
  

	 	(a)	pay, perform and discharge all of the obligations of the Company under each Commercial Contract arising after the Closing Date and comply with the terms of each
Commercial Contract; and 

  

	 	(b)	indemnify the Buyers and the Company against all Losses suffered or incurred by the Buyers and the Company after the Closing Date in relation to any breach of, or
failure to comply with, the terms of a Commercial Contract. 

  

	8.4	Future intentions with the Company 

 The Buyers agree that as at the date of this document, subject to Closing, they intend to manage and operate the Philippines businesses of MCE Group through the Company. The Philippines operations of the
MCE Group may, among others, include its Philippines project, which is composed of the casino, hotel, retail and entertainment complex as referred to in the announcement of Melco Crown Entertainment Limited dated October 25, 2012, subject to
its completion. 
  

	8.5	Maintenance of insurance 


The Selling Shareholders must maintain, or must procure the continued maintenance of, product liability insurance for the Company to the
same level held by the Company as at Closing for a period of 3 years after the Closing Date. 
  

	8.6	Access to information 

  

	 	(a)	From Closing, the Selling Shareholders must ensure that each of the Subsidiaries must, on reasonable notice for a period of seven years, allow the Buyers and the
Company to have reasonable access during normal business hours to the business, corporate and financial records (including management accounts and tax records) of the Subsidiaries relating to the period prior to Closing and to take extracts from, or
copies of, such records at the Buyers’ or the Company’s expense, as necessary to enable the Company to comply with any legal obligations imposed on it and arising after Closing. 


  
 21 










	 	(b)	The Selling Shareholders agree that the Company may retain copies of any records relating to the Subsidiaries that it may require to enable it to comply with any
applicable law, after the Closing Date. 

  

	 	(c)	From Closing, the Selling Shareholders must ensure that each of the Subsidiaries provide all assistance to the Buyers and the Company, as they reasonably require, to
assist them with preparing for and completing any audits of the Company relating to the period prior to Closing, including ensuring that upon reasonable notice all relevant personnel of the Subsidiaries are available during normal business hours to
provide information and to answer any questions of the Buyers or the Company in connection with any such audits. 

  

	9	Representations and warranties 

  

	9.1	Representations and warranties 

 Each of the representations and warranties of the Selling Shareholders in schedule 2 and of the Buyers in schedule 3 is given, unless otherwise expressly stated, as at the date of this
document, and on each day up to the Closing Date. 
  

	9.2	Reliance by parties 

 Each
party (the representor) acknowledges that in entering into this document the other party has relied on the representations and warranties provided by the representor under schedule 2 and schedule 3 (as appropriate). 

 

	9.3	Survival of representations 

 The representations and warranties provided by each party under this clause 9: 
  

	 	(a)	are severable; 

  

	 	(b)	will survive the termination of this document; and 

  

	 	(c)	are given with the intent that liability under them will not be confined to breaches of them discovered prior to the date of termination of this document.


  

	9.4	Notification of breach and compliance certificate 

  

	 	(a)	The Buyers and the Selling Shareholders will respectively promptly advise each other in writing of: 


 

	 	(i)	a representation or warranty provided in this document by either party becoming false; or 


 

	 	(ii)	a breach of this document by it. 


  
 22 










	 	(b)	By 9.00a.m on the Closing Date, each of the Buyers and the Selling Shareholders must execute and deliver to the other party a certificate signed by a director that,
having made all relevant enquiries and except as previously disclosed in writing: 

  

	 	(i)	it has complied in all material respects with its obligations under this document; and 


 

	 	(ii)	the representations and warranties given by it under schedule 2 or schedule 3 (as appropriate) remain true and correct. 


 

	10	Indemnities 

  

	10.1	Selling Shareholders indemnity 

 The Selling Shareholders agree with the Buyers (on their own behalf and separately as trustee for each of the Buyer Indemnified Parties) to indemnify and keep indemnified the Buyer Indemnified Parties
from and against all Losses which a Buyer Indemnified Party may suffer or incur by reason of or in relation to: 
  

	 	(a)	a breach by the Selling Shareholders of any of the representations and warranties in Schedule 2; or 


 

	 	(b)	any breach by the Selling Shareholders of any covenant or undertaking on the part of the Selling Shareholders under this document. 


 

	10.2	Buyers indemnity 

 The
Buyers agree with the Selling Shareholders (on their own behalf and separately as trustee for each of the Selling Shareholders Indemnified Parties) to indemnify and keep indemnified the Selling Shareholders Indemnified Parties from and against all
Losses which a Selling Shareholders Indemnified Party may suffer or incur by reason of or in relation to: 
  

	 	(a)	a breach by the Buyers of any of the representations and warranties in Schedule 3; or 


 

	 	(b)	any breach by the Buyers of any covenant or undertaking on the part of the Buyer under this document. 


 

	10.3	Tax indemnity 

  

	 	(a)	Without limiting clause 10.1, the Selling Shareholders must indemnify, and keep indemnified, the Buyer Indemnified Parties and the Company from and against:


  

	 	(i)	any Taxes imposed on or issued against a Buyer Indemnified Party or the Company, or for which a Buyer Indemnified party or the Company becomes liable for on or after
Closing, or which remain unpaid as at Closing, in respect of, or arising out of, or attributable to, in whole or in part, any income, profit or other amounts received or derived by the Company up to and including the Closing Date.



  
 23 










	 	(ii)	any Taxes imposed on or issued against a Buyer Indemnified Party or the Company, or for which a Buyer Indemnified Party or the Company become liable for, by reason of
any matter or thing being other than as represented or warranted in paragraphs (l) to (o), (t) and (u) of the Selling Shareholders’ Warranties. 


 

	 	(b)	The indemnity in clause 10.3(a) does not apply to: 

  

	 	(A)	the Capital Gains Tax Liability, but only to the extent the Capital Gains Tax Liability is less than or equal to PhP35,940,000 and the Selling Shareholders indemnify
each Buyer Indemnified Party and the Company for any amount of the Capital Gains Tax Liability that exceeds PhP35,940,000; or 

  

	 	(B)	the Deferred Tax Liability, but only to the extent the Deferred Tax Liability is less than or equal to PhP8,660,000 and the Selling Shareholders indemnify each Buyer
Indemnified Party and the Company for any amount of the Deferred Tax Liability that exceeds PhP8,660,000. 

  

	 	(c)	In the event that a Buyer Indemnified Party or the Company receives a Letter of Authority for any of the items under clause 10.3(a), it shall immediately
(without any delay) forward such document to the Selling Shareholders and the Selling Shareholders must within 5 Business Days of such notice, shall in consultation with the Buyers and the Company, initiate joint discussions (whether oral or
written) with the BIR with a view of determining the nature and scope of the investigation and the reasonable basis thereof, and upon completion of the examination discuss with the Buyers and the Company whether or not there is basis for any
potential assessment. 

  

	 	(d)	lf the investigation results in the issuance of a formal audit or assessment notice, the Selling Shareholders may elect (at their sole discretion) by written notice to
MCE or the Company (as applicable) to either: 

  

	 	(i)	assume the defence of any such audit or assessment in accordance with clause 10.3(e); or 


 

	 	(ii)	permit the Buyer lndemnified Party or the Company to deal with such audit or assessment as it sees fit at its absolute discretion. 


	 	(e)	Each Selling Shareholder acknowledges and agrees that: 

  

	 	(i)	it may only assume the defence of any such audit or assessment if it obtains a written opinion from either Salvador & Associates or Quiason Makalintal Law
Offices, that there is a reasonable case to answer in defending any claims relating to the audit or assessment; 

  

	 	(ii)	it must conduct any defence assumed under clause 10.3(d)(i) in good faith; 


  
 24 










	 	(iii)	it must act reasonably in all the circumstances in respect of the conduct of any defence assumed under clause 10.3(a)(i), including having regard to
the likelihood of success and the effect of the defence on the goodwill, reputation and affairs and operations of the Buyer Indemnified Parties and the Company; 


 

	 	(iv)	it must provide the Buyer Indemnified Party or the Company (as applicable) with reasonable access to copies of all notices, correspondence or other documents relating
to the defence assumed under clause 10.3(a)(i); and 

  

	 	(v)	it must keep the Buyer Indemnified Party or the Company (as applicable) informed as and when reasonably requested by the Buyer Indemnified Party or the Company (as
applicable) in respect of the conduct of any defence assumed under clause 10.3(d)(i) (including any proposed settlement or compromise of it); and 

  

	 	(vi)	it must not settle or compromise any claim under any audit or assessment without the prior written approval of MCE (such approval not to be unreasonably withheld).


  

	 	(f)	Notwithstanding the election of the Selling Shareholders under clause 10.3(c) and without limiting the indemnity in clause 10.3(a), the Selling
Shareholders must indemnify the Buyer Indemnified Parties or the Company, as the case may be, and such indemnity shall include all Losses incurred or payable by a Buyer Indemnified Party or the Company in connection with any Tax Liability arising
out of the audit or assessment or any investigation by a Regulatory Authority, including all administrative and legal proceedings relating thereto, and the settlement of, and steps taken to mitigate or resolve any process which could lead to, a Tax
Liability, whether or not it transpires that it does. 

  

	10.4	Indemnity relating to Commercial Documents 

 The Selling Shareholders must indemnify, and keep indemnified, each Buyer Indemnified Party and the Company against all Losses suffered or incurred by a Buyer Indemnified Party or the Company as a result
of, arising from, or in connection with any Commercial Document, including all Losses suffered or incurred by a Buyer Indemnified Party or the Company in connection with the assignment, novation or termination of any Commercial Document. 

 

	10.5	Indemnity relating to Ongoing Litigation 

 The Selling Shareholders must indemnify, and keep indemnified, each Buyer Indemnified Party and the Company against all Losses suffered or incurred by a Buyer Indemnified Party or the Company as a result
of, arising from, or in connection with, any Ongoing Litigation. 
  

	10.6	Survival of indemnities 


Each indemnity provided by each party under this clause 10 will: 

 

	 	(a)	be severable; 

  

	 	(b)	be a continuing obligation; 


  
 25 










	 	(c)	constitute a separate and independent obligation of the party giving the indemnity from any other obligations of that party under this document; and


  

	 	(d)	survive the termination of this document; 

  

	 	(e)	in respect of the indemnity under clause 10.3, expire three years from Closing (excluding fraud); and 


 

	 	(f)	in respect of all other indemnities under this clause 10 (other than the tax indemnity in clause 10.3), expire five years from Closing (excluding fraud).


  

	11	Confidentiality 

  

	11.1	Selling Shareholders’ obligations 

 Each Selling Shareholder acknowledges and agrees that: 
  

	 	(a)	it will use the Buyer Confidential Information exclusively for the purpose of due diligence and in relation to the Transaction, including any submission to a Regulatory
Authority necessary for satisfaction of a Condition (Disclosure Purpose) and for no other purpose, and without limitation, will not make any use of the Buyer Confidential Information or any part of it to the competitive disadvantage of the
Buyer Group; 

  

	 	(b)	it will keep the contents of this document, the Transaction and the Buyer Confidential Information in confidence and will not disclose any such information except:


  

	 	(i)	to such Representatives of a Selling Shareholder as require such information for the Disclosure Purpose, but only if any such person owes a duty of confidentiality to
the Selling Shareholder and is aware of the obligations of the Selling Shareholder under this clause 11.1; 

  

	 	(ii)	as permitted under clause 12; 

  

	 	(iii)	as required by law; or 

  

	 	(iv)	with the prior consent of the Buyers; 

  

	 	(c)	it will immediately notify Buyer of any suspected or actual unauthorised use, copying or disclosure of the Buyer Confidential Information; and 


 

	 	(d)	it will, upon request by Buyer, return to Buyer all Buyer Confidential Information provided to a Selling Shareholder and its Representatives, together with any notes,
records or copies of the Buyer Confidential Information generated by any such person. 

  

	11.2	Buyers’ obligations 


Each Buyer acknowledges and agrees that: 
  

	 	(a)	it will not make any use of the Selling Shareholder Confidential Information or any part of it except in connection with the Disclosure Purpose and will not make any
use of the Selling Shareholder Confidential Information or any part of it to the competitive disadvantage of the Group; 


  
 26 










	 	(b)	it will keep the contents of this document, the Transaction and the Selling Shareholder Confidential Information in confidence and will not disclose any such
information except: 

  

	 	(i)	to such Representatives of the Buyer as require such information in connection with the Disclosure Purpose, but only if any such person owes a duty of confidentiality
to the Buyer and is aware of the obligations of Buyer under this clause 11.2; 

  

	 	(ii)	in respect of the contents of this document and the Transaction only, to any proposed financier of the Buyers Group, but only if any such person owes a duty of
confidentiality to the Buyers is aware of the obligations of the Buyers under this clause 11.2; 

  

	 	(iii)	as permitted under clause 12; 

  

	 	(iv)	as required by law; or 

  

	 	(v)	with the prior consent of a Selling Shareholder; 

  

	 	(c)	it will immediately notify the Selling Shareholders of any suspected or actual unauthorised use, copying or disclosure of the Selling Shareholder Confidential
Information; and 

  

	 	(d)	it will, upon request by the Selling Shareholders, return to the Selling Shareholders all Selling Shareholder Confidential Information provided to the Buyer and its
Representatives, together with any notes, records or copies of the Selling Shareholder Confidential Information generated by any such person. 

  

	12	Public announcements 

  

	12.1	Announcement of Transaction 

 Immediately after execution of this document, the Selling Shareholders and the Buyers will each announce the Transaction in a form previously agreed between the parties. 

 

	12.2	Public announcements 


Subject to clause 12.3, no public announcement or disclosure (including any briefing to analysts, the media or shareholders) of the
Transaction, any other transaction which is the subject of this document, or the terms of this document, may be made other than: 
  

	 	(a)	in a form approved by each party (acting reasonably); 

  

	 	(b)	to each party’s respective employees and Advisers with a need to know and on a confidential basis. 


 

	 	(c)	as required by law or the rules of any Regulatory Authority; or 


  
 27 










	 	(d)	to the extent the information is already in the public domain (other than by way of a party’s breach of this document), including as a result of the release of any
announcement under clause 12.1. 

  

	12.3	Permitted disclosure 


Where a party is required by law or the rules of any Regulatory Authority to make any announcement or to make any disclosure in connection
with the Transaction or any other transaction which is the subject of this document, it may do so only after it has given at least one Business Day’s notice, or such lesser period as may be required or permitted to comply with its legal or
regulatory responsibilities, but in any event prior notice, to the other party and has taken all reasonable steps to consult with the other party and its legal Advisers and to take account of all reasonable comments received from the other party.

  

	12.4	Statements on termination 


The parties must act in good faith and use all reasonable endeavours to issue an agreed statement or statements in respect of any
termination provided for in this document and will make no statements or disclosure in respect of the termination of this document except in accordance with clauses 12.2 and 12.3. 

 

	13	Notices 

  

	13.1	General 

 A notice,
demand, certification, process or other communication relating to this document must be in writing in English and may be given by an agent of the sender. 
  

	13.2	How to give a communication 

 In addition to any other lawful means, a communication may be given by being: 
  

	 	(a)	personally delivered; 

  

	 	(b)	left at the party’s current delivery address for notices; 

  

	 	(c)	sent by fax to the party’s current fax number for notices; or 

  

	 	(d)	emailed to the party’s current email address for notices. 

 The parties will use all reasonable endeavours to provide a copy of any communication provided under paragraphs (a) to (c) of this clause by email to the email address of the other
party set out in clause 13.3. To avoid doubt, such email communication is provided as support for the official communication provided in accordance with paragraphs (a) to (c) of this clause and does not supersede or
replace any obligation on a party to provide that communication in accordance with paragraphs (a) to (c) of this clause or derogate from the other provisions of this clause 13. 

  
 28 










	13.3	Particulars for delivery of notices 

  

	 	(a)	The particulars for delivery of notices are initially: 

  

					
	 	  	MCE	  	 
		  	Delivery address:	  	Jayla Place, Wickams Cay I
		  		  	Road Town, Tortola
		  		  	British Virgin Islands
			
		  	Copy:	  	c/- Melco Crown Entertainment Limited
		  		  	36/F, The Centrium
		  		  	60 Wyndham Street
		  		  	Central, Hong Kong
			
		  	Fax:	  	+852 2537 3618
			
		  	Attention:	  	Ms Stephanie Cheung, Chief Legal Officer
			
		  	Email:	  	scheung@melco-crown.com
			
		  	Co-investor	  	
			
		  	Delivery address:	  	21st floor, Philamlife Tower
		  		  	Paseo de Roxas, Makati
		  		  	Metro Manila, Philippines
			
		  	Copy:	  	c/- Melco Crown Entertainment Limited
		  		  	36/F, The Centrium
		  		  	60 Wyndham Street
		  		  	Central, Hong Kong
			
		  	Fax:	  	+852 2537 3618
			
		  	Attention:	  	Ms Stephanie Cheung, Chief Legal Officer
			
		  	Email:	  	scheung@melco-crown.com
			
		  	Interpharma	  	
			
		  	Delivery address:	  	32nd floor, Zuellig Building
		  		  	Makati Avenue corner Paseo de Roxas
		  		  	Makati City, Philippines
			
		  	Fax:	  	+632 815 1806
			
		  	Attention:	  	Kasigod Jamias
			
		  	Email:	  	kjamias@zuelligbuilding.com
			
		  	Pharma	  	
			
		  	Delivery address:	  	32nd floor, Zuellig Building
		  		  	Makati Avenue corner Paseo de Roxas
		  		  	Makati City, Philippines
			
		  	Fax:	  	+632 815 1806
			
		  	Attention:	  	Kasigod Jamias
			
		  	Email:	  	kjamias@zuelligbuilding.com
		
	(b)	  	Each party may change its particulars for delivery of notices by notice to each other party.


  
 29 










	13.4	Communications by fax 


Subject to clause 13.6, a communication is given if sent by fax, when the sender’s fax machine produces a report that the fax
was sent in full to the addressee. That report is conclusive evidence that the addressee received the fax in full at the time indicated on that report. 
  

	13.5	Communications by email 


Subject to clause 13.6, if a communication is emailed in accordance with clause 13.2(d), a delivery confirmation report
received by the sender, which records the time that the email was delivered to the addressee’s last notified email address is prima facie evidence of its receipt by the addressee, unless the sender receives a delivery failure notification,
indicating that the electronic mail has not been delivered to the addressee. 
  

	13.6	After hours communications 


lf a communication is given: 
  

	 	(a)	after 5.00 pm in the place of receipt; or 

  

	 	(b)	on a day which is a Saturday, Sunday or bank or public holiday in the place of receipt, 


it is taken as having been given at 9.00 am on the next day which is not a Saturday, Sunday or bank or public holiday in that place.

  

	13.7	Process service 

 Any
process or other document relating to litigation, administrative or arbitral proceedings relating to this document may be served by any method contemplated by this clause 13 or in accordance with any applicable law. 

 

	14	General 

  

	14.1	Duty 

  

	 	(a)	The Buyers as between the parties is liable for and must pay all duty (including any fine, interest or penalty except where it arises from default by the other party)
on or relating to this document, or any dutiable transaction evidenced or effected by any of these. 

  

	 	(b)	lf a party other than the Buyers pay any duty (including any fine, interest or penalty) on or relating to this document, or any dutiable transaction evidenced or
effected by any of these, the Buyers must pay that amount to the paying party on demand. 

  

	14.2	Legal costs 

 Except as
expressly stated otherwise in this document, each party must pay its own legal and other costs and expenses of negotiating, preparing, executing and performing its obligations under this document. 

  
 30 










	14.3	Amendment 

 This document
may only be varied or replaced by a document executed by the parties. 
  

	14.4	Waiver and exercise of rights 

  

	 	(a)	A single or partial exercise or waiver by a party of a right relating to this document does not prevent any other exercise of that right or the exercise of any other
right. 

  

	 	(b)	A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or
delay in the exercise of a right. 

  

	14.5	Rights cumulative 

 Except
as expressly stated otherwise in this document, the rights of a party under this document are cumulative and are in addition to any other rights of that party. 
  

	14.6	Consents 

 Except as
expressly stated otherwise in this document, a party may conditionally or unconditionally give or withhold any consent to be given under this document and is not obliged to give its reasons for doing so. 

 

	14.7	Further steps 

 Each party
must promptly do whatever any other party reasonably requires of it to give effect to this document and to perform its obligations under it. 
  

	14.8	Governing law and jurisdiction 

  

	 	(a)	This document is governed by and is to be construed in accordance with the laws applicable in the Republic of the Philippines. 


 

	 	(b)	Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the Republic of the Philippines and any
courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts. 

  

	14.9	Assignment 

  

	 	(a)	A party must not assign or deal with any right under this document without the prior written consent of the other parties. 


 

	 	(b)	Any purported dealing in breach of this clause is of no effect. 

  

	14.10	Liability 

 An obligation
of two or more persons binds them separately and together. 
  

	14.11	Counterparts 

 This
document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document. 

  
 31 










	14.12	Entire understanding 

  

	 	(a)	This document contains the entire understanding between the parties as to the subject matter of this document. 


 

	 	(b)	All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this document, including the letter
and term sheet between the parties dated 7 November 2012, are merged in and superseded by this document and are of no effect. No party is liable to any other party in respect of those matters. 


 

	 	(c)	No oral explanation or information provided by any party to another: 

  

	 	(i)	affects the meaning or interpretation of this document; or 

  

	 	(ii)	constitutes any collateral agreement, warranty or understanding between any of the parties. 


 

	14.13	Relationship of parties 


This document is not intended to create a partnership, joint venture or agency relationship between the parties. 

 

	14.14	Specific performance 

 The
parties acknowledge that damages will not be an adequate remedy for breaches of obligations under this document and that it would be appropriate for a court to grant specific performance of those obligations. 

 

	14.15	Benefits held on trust 


The parties acknowledge and agree that: 
  

	 	(a)	MCE holds the benefit of each right, promise and obligation under this document expressed to be in favour of a Buyers Indemnified Party on trust for that person; and


  

	 	(b)	MCE may enforce any or all rights granted to a Buyers Indemnified Party under this document on behalf of that person even though they are not parties to this document.



  
 32 









 Schedule 1 
 Sale Shares 
  

							
	 Column 1
 Selling
 Shareholder
	  	 Column 2
 Number and
 class of shares

held
	  	Column
3
Percentage of total
issued share capital
in the Company	 	Column
4
Proportion of
Purchase Price
	Interpharma	  	 255,270,156 A

Class Shares

(inclusive of

5,673 A Class

Shares held by
 nominees)
	  	61.95%	 	63.85%
	Pharma	  	 128,211,204 B

Class Shares

(inclusive of

2,211 B Class

Shares held by

nominees)
	  	31.11%	 	36.15%
	Total	  	383,481,360	  	93.06%	 	100%


  
 33 









 Schedule 2 
 Selling Shareholders’ representations and warranties 
 The Selling
Shareholders represent and warrant to the Buyers that: 
  

	 	(a)	(status) each of them, and the Company, is a body corporate duly incorporated under the laws of its jurisdiction of incorporation or formation;


  

	 	(b)	(power for business) each Group Company has the power to own its assets and to carry on its business as now conducted or contemplated; 


 

	 	(c)	(power for document) each of them has the corporate power to enter into and perform or cause to be performed its obligations under this document and the
Transaction, and to carry out the transactions contemplated by this document and the Transaction; 

  

	 	(d)	(corporate authorisations) each of them has taken or will take all necessary corporate action to authorise the entry into and performance of this document and
the Transaction and to carry out the transactions contemplated by this document and the Transaction; 

  

	 	(e)	(document binding) this document is a valid and binding obligation on each of them enforceable in accordance with its terms, subject to any necessary stamping;


  

	 	(f)	(transactions permitted) the execution and performance by each of them of their respective obligations under this document, and each transaction contemplated by
this document and the Transaction did not and will not: 

  

	 	(i)	violate in any material respect a provision of a law or treaty or a judgment, ruling, order or decree of a Regulatory Authority binding on it, or its constitution or
any other document or agreement that is binding on it or its assets; or 

  

	 	(ii)	give to any person any rights of termination, amendment, acceleration or cancellation of any contract to which a Selling Shareholder or the Company is a party, any
judgement or comparable order of any court, arbitrator or governmental agency inside or outside the Republic of the Philippines against the Company, or any licenses, permits, approvals or authorizations held by the Company; 


 

	 	(g)	(continuous disclosure) the Company: 

  

	 	(i)	has materially complied with its obligations under the Listing Rules of the PSE (except as regards the minimum float requirement) and the information disclosed to PSE
is true and correct in all material respects; 


  
 34 










	 	(ii)	is not aware of any information relating to any Group Company or their respective businesses or operations that has or could reasonably be expected to give rise to a
material adverse change that has not been disclosed to PSE or to the Buyer prior to the date of this document; and 

  

	 	(iii)	has disclosed to the Buyers details of each material contract to which the Company is a party; 


 

	 	(h)	(Shares) each of the Selling Shareholders is the legal and beneficial owner of the number of Shares set out opposite its name in column 2 of Schedule 1,
which are free from any liens, Encumbrances or third party claims whatsoever and are fully paid and non-assessable; 

  

	 	(i)	(authorised capital) the Company has an authorized capital stock of PhP900,000,000 (PhP900,000,000 divided into 900,000,000 common shares), with a par value of
PhP1.00 per Share. All of the outstanding common shares of the Company are registered with the SEC and listed on the PSE. 

  

	 	(j)	(issued securities) the Company’s only issued and outstanding securities as at the date of this document are: 


 

	 	(i)	272,696,551 A Class Shares; and 

  

	 	(ii)	139,368,045 B Class Shares, 

 and
no Group Company is under any obligation to issue any shares or securities convertible into Shares to any person and, except as specified above, no option exists nor is any Group Company subject to any actual or contingent obligation to issue or
convert securities; 
  

	 	(k)	(Subsidiaries) the Company is the legal and beneficial owner of all the issued share capital in each of the Subsidiaries and there is no obligation to transfer,
or issue new shares in any of those Subsidiaries to third parties, and other than the Subsidiaries, the Company does not hold any legal or beneficial interest in any other entity; 


 

	 	(l)	(financial statements) the consolidated and audited financial statements of the Company lodged with SEC and/or PSE: 


 

	 	(i)	are complete and correct in all material respects; 

  

	 	(ii)	complied in all material respects with the laws of the Republic of the Philippines and all applicable accounting requirements applicable to the preparation of the
financial statements; 

  

	 	(iii)	complied in all material respects with generally accepted accounting principles in the Philippines applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes to the financial statements); 


  
 35 










	 	(iv)	fairly presented the consolidated financial position of the Group as at the dates of the relevant financial statements and the consolidated results of the Group’s
operations and cash flows for the relevant periods; and 

  

	 	(v)	contain no material difference from the financial records maintained and the accounting methods applied for tax purposes; 


 

	 	(m)	(no material change to financial statements) there have been no material changes in the books and accounts, and financial statements of the Company since the
last consolidated and audited financial statement was lodged with SEC and/or PSE; 

  

	 	(n)	(no liabilities) except for liabilities reflected in the consolidated and audited financial statements of the Company last lodged with SEC and/or PSE or any
contingent liability relating to a potential fine for non-compliance with the minimum float requirement, the Company has and shall have no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities due, payments under any obligations entered into or transactions undertaken, or those to become due, and whether incurred in respect of transactions entered into or any state of facts existing prior hereto;


  

	 	(o)	(compliance with laws) as far as the Selling Shareholders are aware, after making enquiries of the Officers of the Company, the Company has complied in all
material respects with all applicable laws and regulations of the Philippines which would, if breached, have a material adverse effect on the financial position of the Company as a whole; 


 

	 	(p)	(Company Disclosure Material) the Company has collated and prepared all of the Company Disclosure Material in good faith for the purposes of Buyers’ due
diligence on the Group and in this context, as far as the Selling Shareholders are aware, such Company Disclosure Material has been prepared with all reasonable care and skill and is complete, accurate and not misleading in any material respects
(including by omission) and there has been no deliberate non-disclosure of any information material to the Buyers’ decision to proceed with the Transaction and execute this document; 


 

	 	(q)	(other information) any written information or document supplied by or on behalf of the Company or a Selling Shareholder to the Buyers or any of their
Representatives in connection with the Transaction or the Subsidiary Sale, is true and accurate in all material respects and there is no fact or matter which has not been disclosed in writing which renders any such information or document untrue or
misleading at the date of this document; 

  

	 	(r)	(consents) all consents, approvals required to be obtained from, and disclosures and filings required to be made with, any government body or agency, or any
other third party, for the execution and performance of this document have been obtained or made or will be obtained or made prior to the Closing Date; 


  
 36 










	 	(s)	(constituent documents) copies of the articles of incorporation and by-laws of the company, and all amendments thereof, have been delivered to the Buyers and are
complete, current and correct. The minute book of the company is complete, current and correctly reflects all corporate actions of the Company taken at all meetings and is a correct and accurate record of all resolutions issued by the board of
directors and the shareholders of the Company; 

  

	 	(t)	(timely filing) the Company has timely filed and shall timely file, up to the Closing Date, all tax returns, disclosures, reports, forms required to be filed
with government agencies, including the Bureau of Internal Revenue and the SEC and with the PSE, which returns, reports, disclosures and forms are and shall be true, correct and complete; 


 

	 	(u)	(no Tax delinquency) the company is not delinquent in the payment of any Tax, assessment or government charge and, there is no unpaid Tax, interest, penalty or
addition to any Tax due or claimed to be due, nor any unpaid Tax deficiency, determination, or assessment outstanding against the Company. There are no liens for Taxes upon any asset of the Company; 


 

	 	(v)	(no other Taxes) the Company is not liable for any Tax whatsoever, other than: 


 

	 	(i)	the Capital Gains Tax Liability; and 

  

	 	(ii)	the Deferred Tax Liability; 

  

	 	(w)	(no regulatory fee delinquency) the Company has paid, and is not delinquent in the payment of any fees or assessments required or imposed by the PSE including
but not limited to those required to maintain the Company’s listing and there are no unpaid fees, assessments, interest, penalty or addition to any fee or assessment due, or claimed to be due, against, the Company; 


 

	 	(x)	(no pending claims) neither the selling shareholders nor the company has received any notice: 


 

	 	(i)	of any pending actions, suits, claims or proceedings by or against the Company; or 


 

	 	(ii)	of any investigations by and before any government entity or with the PSE; 

 which threatens to invalidate any of the Company’s corporate rights, powers or privileges, except that the Company has received notices from the PSE to comply with the minimum float requirement;

  

	 	(iii)	from any Regulatory Authority indicating to the Company or the Selling Shareholders of any intention to conduct any investigation or other proceeding with respect to
the foregoing matters; or 


  
 37 










	 	(iv)	of any action at law or equity, or any investigation or proceeding of any kind, which is now pending or threatened against the Company or to declare any of its
corporate rights, powers or privileges to be null and void or otherwise than in full force and effect; 

  

	 	(y)	(minimum level of cash) at Closing, the Company has, in its bank account(s), the minimum level of cash it is required to have required under clause
2.1(b); 

  

	 	(z)	(no employees) there are no independent contractors or employees employed by the Company; 


 

	 	(aa)	(no business) the Company does not carry on any business, other than the business carried on by the Subsidiaries, and such business of the Subsidiaries is
conducted only in the Republic of the Philippines; 

  

	 	(bb)	(no Insolvency Event) neither the Selling Shareholders nor the Company is subject to any Insolvency Event and the Selling Shareholders are not aware of any
matter that may lead to a Selling Shareholder or the Company being subject to an Insolvency Event; 

  

	 	(cc)	(no related party liability) other than the Management Services Agreement, the Company does not owe any liability whatsoever to any Affiliate, and no Affiliate
owes any liability whatsoever to the Company, in each case except as contemplated in this document; 

  

	 	(dd)	(Commercial Documents) there is no subsisting obligation or liability on the Company under any commercial document to which the Company is, or was, a party,
other than this document or the Subsidiary Sale Agreements; 

  

	 	(ee)	(intellectual property) the Company is not infringing any intellectual property rights held by any third party, and has not at any time on or before the Closing
Date infringed any intellectual property rights held by any third party whatsoever. Neither the Selling Shareholders nor the Company has received any notice of any pending actions, suits, claims or proceedings against the Company alleging
infringement of any intellectual property rights held by any third party; 

  

	 	(ff)	(net book value) as at Closing, the aggregate net book value of the Subsidiaries is PhP1,059,000,000; 


  
 38 










	 	(gg)	(anti-bribery and anti-corruption) each Selling Shareholder is familiar with and has complied with, and as far as it is aware, each of its officers, the Company
and each of the Company’s Officers is familiar with and has complied with, all applicable anti-bribery, anti-corruption and anti-money laundering laws of the Philippines, including those prohibiting such persons from taking corrupt actions in
furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including, but not limited to, cash, checks, wire transfers, tangible and intangible gifts, favors, services, and those entertainment and travel
expenses that go beyond what is reasonable and customary and of modest value to or from (a) an executive, offìcial, employee or agent of a Regulatory Authority or any other governmental department, agency or instrumentality, (b) a
director, officer, employee or agent of a wholly or partially government-owned or controlled company or business, (c) a political party or official thereof, or candidate for political office or (d) an executive, official, employee or agent
of a public international organization (e.g., the International Monetary Fund or the World Bank) (an “Official”), while knowing or having a reasonable belief that all or some portion will be used for the purpose of:


  

	 	(i)	influencing any act, decision or failure to act by an Offìcial in his official capacity; 


 

	 	(ii)	inducing an Official to use his influence with a government or instrumentality to affect any act or decision of such government or entity; 


 

	 	(iii)	securing an improper advantage; or 

  

	 	(iv)	in order to obtain, retain or direct business; 


  
 39 









 Schedule 3 
 Buyers’ representations and warranties 
 Each Buyer represents and
warrants to the Selling Shareholders that: 
  

	 	(a)	(status of Buyer) it is a body corporate duly incorporated under the laws of its jurisdiction of incorporation or formation; 


 

	 	(b)	(power for business) each Buyer has the power to own its assets and to carry on its business as now conducted or contemplated; 


 

	 	(c)	(power for document) it has the corporate power to enter into and perform or cause to be performed its obligations under this document and the Transaction, and
to carry out the transactions contemplated by this document and the Transaction; 

  

	 	(d)	(corporate authorisations) it has taken or will take all necessary corporate action to authorise the entry into and performance of this document and the
Transaction and to carry out the transactions contemplated by this document and the Transaction; 

  

	 	(e)	(document binding) this document is a valid and binding obligation on each Buyer enforceable in accordance with its terms; and 


 

	 	(f)	(transactions permitted) the execution and performance by it of its obligations under this document and each transaction contemplated by this document did not
and will not violate in any material respect a provision of a law or treaty or a judgment, ruling, order or decree of a Regulatory Authority binding on it, or its constitution or any other document or agreement that is binding on it or its assets.



  
 40 









 Schedule 4 
 Commercial Documents 
 Part A – Commercial Contracts 

 

			
	
 
 #
  
	  	  

Commercial Document
  

	 	 
	
1
	  	Manufacturing Agreement between Boehringer Ingelheim (Phil.), Inc. and Interphil
Laboratories, Inc. dated 10 June 1999 and renewed on 1 January 2011
	 	 
	
2
	  	Supply and Toll Manufacturing Contract between Novartis Healthcare Philippines, Inc.
and Interphil Laboratories, Inc. dated 4 January 2004 and renewed on 5 January 2012
	 	 
	
3
	  	Contract Manufacturing Agreement with Pfizer (Malaysia) SDN BHD and Interphil
Laboratories, Inc. dated 13 December 2005 and renewed on 13 December 2011
	 	 
	
4
	  	Supply and Toll Manufacturing Contract between Sandoz Philippines Corporation and
Interphil Laboratories, Inc. dated 9 October 2006 and renewed on 9 October 2012
	 	 
	
5
	  	Contract Manufacturing Agreement between Wyeth Consumer Healthcare Pty Limited and
Interphil Laboratories, Inc. dated 14 July 2008 and renewed on 14 July 2012
	 	 
	
6
	  	Manufacturing Agreement between Johnson & Johnson Pte., Ltd and Interphil
Laboratories, Inc. (undated) and renewed on 1 April 2011
	 	 
	
7
	  	Manufacturing Agreement between Bayer Philippines, Inc. and Interphil Laboratories,
Inc. dated 17 April 2001 and renewed on 1 May 2011.
	 	 
	
8
	  	Memorandum of Understanding between Janssen Pharmaceutica and Interphil Laboratories,
Inc. dated 14 April 2003 and renewed on 20 December 2011
	 	 
	
9
	  	Memorandum of Agreement between Pfizer Global Manufacturing Warner-Lambert (Thailand)
Ltd. and Interphil Laboratories, Inc. dated 6 May 2003 and renewed on 1 March 2010
	 	 
	
10
	  	Manufacturing Contract between Solvay Pharma Inc. and Interphil Laboratories, Inc.
dated 29 November 2001 and renewed on 15 August 2012
	 	 
	
11
	  	Manufacturing Agreement between Organon Philippines, Inc. and Interphil Laboratories,
Inc. dated 24 August 2005 and renewed on 1 June 2011


  
 41 









 Part B – FFDA Product Registrations 

 

											
	CPR NO.	  	 FDA
REG.
 No.
	  	
Product
 Name
	  	Issue Date	  	Expiry Date	  	 CPR
 Type

	
DI-002660
	  	DRP-1913	  	ACTIDIN QUIK	  	10 August 2007	  	10 August 2005	  	PCPR
	
DJ-02594
	  	DRP-2404	  	CLARIMID	  	24 April 2008	  	24 April 2011	  	PCPR
	
DJ-02391
	  	DR-XY34783	  	DERMIFENE	  	11 August 2008	  	11 August 2013	  	Regular

 Part C – Permits and licences 

 

							
	  	  	Name of Permit	  	
Statutory
 Basis and
Issuing
 Agency
	  	Issue Date
	
1
	  	Environmental Compliance Certificate for the Manufacturing of Pharmaceutical Products of Intephil
Laboratories, Inc. located at Lot Nos. 8 and 9 Terelay Phase, Canlubang Industrial Estate, Cabuyao, Laguna	  	 PD 1586 -issued by

the DENR-EMB
	  	30 September 1991
	
2
	  	Environmental Compliance Certificate for the Penicillin and Cephalosporine Plant Project of Intephil
Laboratories, Inc. located at Silangan, Canlubang Industrial Park, Canlubang, Laguna (ECC-4A-2000-02-25-102-120)	  	 PD 1586 -issued by

the DENR-EMB
	  	12 April 2000


  
 42 









 Part C – Trademarks 

 

									
	 PRODUCT

NAME
	  	  	  	REGISTRATION
STATUS
	  	FILING	  	CERTIFICATE OF REGISTRATION
	  	DATE	  	REG. NO.	  	 DATE OF.

REG.
	  	 EXPIRY

DATE

	 	 	 	 	 
	 1.
ACTIDIN
	  	3 Sept. 2007	  	4-2007-009612	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 2.
CIPROPHIL
	  	3 Sept. 2007	  	4-2007-009615	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 3.
CLARIMID
	  	3 Sept. 2007	  	4-2007-009607	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 4.
CLINDACIN
	  	3 Sept. 2007	  	4-2007-009610	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 5.
DIAMED
	  	3 Sept. 2007	  	4-2007-009614	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 6.
KARDIOSTAN
	  	3 Sept. 2007	  	4-2007-009609	  	21-Jan-08	  	21-Jan-18
	 	 	 	 	 
	 7.
NEOLYTE
	  	3 Sept. 2007	  	4-2007-009611	  	21-Jan-08	  	21-Jan-18


  
 43 









 Schedule 5 
 Documentary Evidence 
  

			
	 Column 1
 Condition
	  	 Column 2
 Documentary Evidence

		
	 Condition in clause 2.1(a)

(Subsidiary Sale Agreements)
	  	Original of each Subsidiary Sale Agreement duly executed by each party to those documents.
	  

		
	 Condition in clause 2.1(b)

(minimum level of cash)
	  	A bank statement, as at the Closing Date, confirming that the Company has at least PhP84,600,000 in free cash in its bank account.
	  

		
	 Condition in clause 2.1(c) (PSE

Special Block Approval)
	  	Original written approval of the PSE to the Transaction being conducted by way of a special block transfer on the PSE.
	  

		
	 Condition in clause 2.1(d) (no

shareholder claims)
	  	Closing Certificate
	  

		
	 Condition in clause 2.1(e)

(representations and warranties

of the Selling Shareholders)
	  	Closing Certificate
	  

		
	 Condition in clause 2.1(f)

(representations and warranties

of the Buyers)
	  	Closing Certificate
	  

		
	 Condition in clause 2.1(g) (no

Material adverse Change)
	  	Closing Certificate
	  

		
	 Condition in clause 2.1(h)

(termination of Management

Services Agreement)
	  	Original of the deed of termination of the Management Services Agreement, duly executed by the Company and Interphil.
	  

		
	 Condition in clause 2.1(i) (transfer

or termination of Commercial

Documents)
	  	Original of each assignment, novation or termination document (as applicable) in respect of each Commercial Document capable of assignment, novation or termination before the
Closing Date, duly executed by the Company and, if required, each relevant counterparty, in each case in a form satisfactory to the Buyers.
	  



  
 44 









 Execution—Acquisition Agreement 
 Executed as an agreement. 
  

					
	 Executed by Interpharma Holdings &
 Management Corporation by its duly
 authorised officer in the presence of:
	 	 )
 )

)
	 	
			
	/s/ Francisco R. Billano	 		 	/s/ Kasigod V. Jamias
	Witness	 		 	Authorised Officer
			
	Francisco R. Billano	 		 	Kasigod V. Jamias
	Name of Witness (print)	 		 	Name of Authorised Officer (print)

  

					
	 Executed by Pharma Industries
 Holding Limited by its duly
 authorised officer in the presence of:
	 	 )
 )

)
	 	
			
	/s/ Francisco R. Billano	 		 	/s/ Kasigod V. Jamias
	Witness	 		 	Authorised Officer
			
	Francisco R. Billano	 		 	Kasigod V. Jamias
	Name of Witness (print)	 		 	Name of Authorised Officer (print)


  
 45 









 Execution—Acquisition Agreement 
 Executed as an agreement. 
  

					
	 Executed by MCE (Philippines)
 Investments Limited by its duly
 authorised officer
in the presence of:
	 	 )
 )

)
	 	
			
	/s/ Michele Wan	 		 	/s/ Chung Yuk Man
	Witness	 		 	Authorised Officer
			
	Michele Wan	 		 	Chung Yuk Man
	Name of Witness (print)	 		 	Name of Authorised Officer (print)

  

					
	 Executed by MCE (Philippines)
 Investments No. 2 Corporation by its
 duly
authorised Officer in the presence of:
	 	 )
 )

)
	 	
			
	/s/ Michele Wan	 		 	/s/ Chung Yuk Man
	Witness	 		 	Authorised Officer
			
	Michele Wan	 		 	Chung Yuk Man
	Name of Witness (print)	 		 	Name of Authorised Officer (print)


  
 46 









 Annexure A 
 Direction to Pay 
 MCE (Philippines) Investments Limited 

Jayla Place, Wickams Cay I 
 Road Town, Tortola

 British Virgin lslands 
 MCE
(Philippines) Investments No. 2 Corporation 
 c/- 21st floor, Philamlife Tower 
 Paseo de Roxas, Makati 
 Metro Manila, Philippines 

December 2012 
 Dear Sirs

 Direction to pay the Subsidiary Sale Amount 
 We refer to the Acquisition Agreement dated [—] December 2012 among Interpharma Holdings & Management Corporation, Pharma Industries Holdings
Limited, MCE (Philippines) Investments Limited and MCE (Philippines) Investments No. 2 Corporation (Acquisition Agreement). 

Unless otherwise stated, defined terms used in this document have the same meaning given to them in the Acquisition Agreement. 

Under clause 3.1 of the Acquisition Agreement, the Buyers must pay to the Selling Shareholders the Purchase Price, being the Selling Shareholder Amount
plus the Subsidiary Sale Amount (together, PhP1,259,000,000), on Closing. 
 The Selling Shareholders hereby jointly and irrevocably direct the
Buyers to pay to the Company, by electronic funds transfer to an account nominated by the Company, the Subsidiary Sale Amount, being PhP1,059,000,000, in full and final settlement of the promissory notes dated
[—] December 2012 issued to the Company by Interpharma and Mercator. Such payment by the Buyers will fully discharge all liability of the Buyers to pay the Subsidiary Sale Amount to the Selling
Shareholders as part of the Purchase Price under the Acquisition Agreement. 
 Executed as a deed 

  
 47 










					
	Executed by Interpharma Holdings &	 	)	  	
	 Management Corporation by its duly
	 	)	  	
	 authorised officer in the presence of:
	 	)	  	
			
	 	 		  	 
	Witness	 		  	Authorised Officer
			
	 	 		  	 
	Name of Witness (print)	 		  	Name of Authorised Officer (print)
			
	Executed by Pharma Industries	 	)	  	
	 Holdings Limited by its duly
	 	)	  	
	 authorised officer in the presence of:
	 	)	  	
			
	 	 		  	 
	Witness	 		  	Authorised Officer
			
	 	 		  	 
	 Name of Witness (print)
	 		  	Name of Authorised Officer (print)


  
 48