**Exhibit 2.1**

 

STOCK PURCHASE AGREEMENT

 

dated as of January 27, 2006

 

by and between

 

ALBANY MOLECULAR RESEARCH, INC.

 

and

 

DR FERENC DARVAS AND OTHERS

 

with respect to all

 

outstanding capital stock of

 

COMGENEX KUTATÓ-FEJLESZTŐ RT.

 

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**STOCKPURCHASE AGREEMENT**

 

This STOCK PURCHASE AGREEMENT, dated as of January 27,2006, is made and entered into by and between Albany Molecular Research, Inc.,a Delaware Corporation with a principal place of business located at 21Corporate Circle, Albany, New York, USA (“hereinafter referred to as “Purchaser”or “Company”), and

 

Dr. Ferenc Darvas (resident in1016 Budapest, Lisznyai u. 15., Hungary)

 

Dr. Ferencné Darvas (resident in1016 Budapest, Lisznyai u. 15., Hungary)

 

Margit Varga Darvas (resident in1153 Budapest, Eötvös u. 33., Hungary)

 

Gergely Darvas (resident in 1014Budapest, Dísz tér 14., Hungary)

 

Pálné Tari (resident in 1153Budapest, Arany János u. 105., Hungary)

 

Dr. László Ürge (resident in 1029Budapest, Feketerigó u. 50., Hungary)

 

Alexander Drijver (resident in1133 Budapest, Hegedűs Gyula u. 91., Hungary)

 

Mihály Hanyecz (resident in 1038Budapest, Forrásliget u. 10., Hungary)

 

Darholding Vagyonkezelő Rt.„bejegyzés alatt” a limited liability company, organised under the laws ofHungary being under registration under Cg. 01-09-866726 (“Sellers”).

 

**W****ITNESSETH:**

 

**WHEREAS**, the Sellerscollectively own the Shares (as defined below), of ComGenex Kutató-Fejlesztő Rt., a corporation organized underthe laws of the Republic of Hungary (court registration number: 01-10-044828,seat: 1031 Budapest, Záhony u. 7., Hungary) (the “Company”). The Sharesheld by each Seller respectively is indicated in Exhibit A of this Agreement;

 

**WHEREAS**, certain Sellers and thePurchaser signed the Letter of Intent on 12 December 2005; and

 

**WHEREAS**, Sellers desire to sell,and Purchaser desires to purchase, the Shares on the terms and subject to theconditions set forth in this Agreement;

 

**NOW, THEREFORE**, in considerationof the mutual covenants and agreements set forth in this Agreement, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:

 

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# **ARTICLE ICERTAIN DEFINITIONS**

# ** **

1.1           Definitions.

 

Defined Terms. As used in thisAgreement, the following defined terms have the meanings indicated below:

 

“Actions” or “Proceedings” means anyaction, suit, proceeding, arbitration or Governmental or Regulatory Authorityinvestigation.

 

“Affiliate” means any person that directly, orindirectly through one or more intermediaries, controls or is controlled by oris under common control with the person specified.

 

“AMRI” means Albany Molecular Research, Inc.,21 Corporate Circle, P.O. Box 15098, Albany, NY 12212-5098, United States ofAmerica, being the 100% shareholder of the Purchaser.

 

“Ancillary Agreements” has the meaning assignedin Section 3.1.

 

“Balance Sheet” has the meaning assigned inSection 3.7(a).

 

“Business Day” means a day that is not aSaturday, a Sunday or a statutory or civic holiday in the Republic of Hungary,or any other day on which the principal offices of the Purchaser are closed orbecome closed prior to 2 p.m. local time whether in accordance withestablished company policy or as a result of unanticipated events, includingadverse weather conditions.

 

“Closing” has the meaning assigned inSection 2.5.

 

“Closing Date Balance Sheet”means a consolidated balance sheet of the Company at the Closing Date, withoutgiving effect to the transactions contemplated hereby. For purposes ofclarification, the Closing Date Balance Sheet will not include purchaseaccounting adjustments related to the contemplated transaction.

 

“Closing Date” means 15 February 2005.

 

“ComInnex Consulting Agreement” means theConsulting Agreement substantially in the form of Exhibit H among ComInnex Zrt.and the Company.

 

“Common Stock” has the meaning assigned inSection 3.3.

 

“Company” has the meaning assigned in therecitals of this Agreement.

 

“Company Employee Plan” means any bonus,incentive compensation, deferred compensation, pension, profit sharing,retirement, stock purchase, stock option, stock ownership, stock appreciationrights, phantom stock, leave of absence, layoff, vacation, day or dependent

 

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care, legal services, cafeteria, life, health, accident, disability,workmen’s compensation or other insurance, severance, separation or otheremployee benefit plan, practice, policy or arrangement of any kind, whetherwritten or oral, funded or unfunded.

 

“Company Intellectual Property” means any andall Intellectual Property, both registered and unregistered, in anyjurisdiction worldwide, that is owned in whole or in part by or is subject toany agreement or other obligation to assign or transfer ownership in whole orin part to or exclusively licensed to the Company or its Subsidiaries, andexpressly includes, but is not limited to, the registered Intellectual Propertyidentified by Section 3.16(a) of the Disclosure Schedule.

 

“Company International Employee Plan” means anyCompany Employee Plan that has been adopted or maintained by Company, whetherformally or informally, for the benefit of employees outside the Republic ofHungary.

 

“Contract” means any written or oral contract,agreement or understanding between two or more parties.

 

“Corporate Seller” means Darholding VagyonkezelőKft. b.a. with its seat at1031 Budapest, Záhony u. 7., Hungary, under registrationby the court of registration under Cg. 01-09-866726, a Hungarian limitedliability company.

 

“Court Order” means any judgment, order, awardor decree of any foreign, federal, state, local or other court or tribunal, orany Governmental or Regulatory Authority, and any award in any arbitrationproceeding.

 

“Disclosure Schedule” has the meaning assignedin the forepart of ARTICLE III.

 

“Disposal Agent” means a disposer of HazardousMaterials.

 

“Disposal Site” means a landfill of HazardousMaterials.

 

 “EmploymentAgreement” means the employment agreement substantially in the form of ExhibitF hereto among Company and Dr. László Ürge.

 

“Employment Termination Agreements” means the employmenttermination agreements and employment amendment agreements substantially in theform of Exhibit E hereto among Company and Dr. Ferenc Darvas, AlexDrijver, Margit Varga Darvas and Pálné Tari, respectively.

 

“Encumbrances” means any mortgage, pledge,assessment, security interest, lease, lien, adverse claim, levy, charge,option, right of first refusal, restriction of any kind, or any conditionalsale contract, title retention contract or other Contract to give any of theforegoing.

 

“Environmental Encumbrance” shall mean anylien, claim, charge, security interest, mortgage, pledge, easement, conditionalsale or other title retention agreement, defect in title, covenant or otherrestrictions of any kind in favor of any Governmental or Regulatory Authorityfor: (i) any liability under any Environmental Law; or (ii) damages arisingfrom, or costs

 

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incurred by such Governmental or Regulatory Authority in response to, aRelease or threatened Release of a Hazardous Material into the environment.

 

“Environmental Laws” means all Requirements ofLaws at the time of Closing which regulate any Hazardous Material or the use,handling, transportation, production, spill, leaking, pumping, injection,deposit, disposal, discharge, dispersal, Release, threatened Release,migration, emission, sale or storage of, or the exposure of any person to, aHazardous Material.

 

“Escrow Agent” means ING Bank Rt. (address:1068 Budapest, Dózsa György út 84/b.) or any other first-class financialinstitution agreed by the parties.

 

“Escrow Agreement” means the Escrow FundAgreement substantially in the form of Exhibit B hereto to be signed bythe Purchaser, the Sellers and the Escrow Agent simultaneously with theClosing.

 

“Escrow Account” means the escrow accountcreated pursuant to the Escrow Agreement.

 

“Escrow Amount” means an amount initially equalto $1,500,000, subject to reduction as provided in Section 2.4(b).

 

“Financial Statement Date” means 31 December 2005.

 

“GAAP” means United States generally acceptedaccounting principles, consistently applied, as in effect on the date hereof.

 

“Governmental or Regulatory Authority” meansany court, tribunal, arbitrator, authority, agency, commission, official orother instrumentality of the Republic of Hungary, United States, any foreigncountry or any domestic or foreign state, county, city or other politicalsubdivision.

 

“Governmental Permits” means all licenses,franchises, permits, privileges, immunities, approvals and other authorizationsfrom Governmental or Regulatory Authority.

 

“Hazardous Material” means any material orsubstance that at the time of Closing is prohibited or regulated by anyRequirement of Law or that is now designated by any Governmental Body to beradioactive, toxic, hazardous or otherwise a danger to health, reproduction orthe environment.

 

“Hazardous Materials Activities” means the use,handling, transportation, distribution, sale, Release or threatened Release of,or Remedial Action concerning any Hazardous Material, performed, in connectionwith the Real Property.

 

 “IFRS”means the entire body of International Accounting Standards Boardpronouncements, including standards and interpretations approved by theInternational Accounting Standards Board ASB and International AccountingStandards and SIC interpretations approved by the predecessor InternationalAccounting Standards Committee.

 

“Indebtedness” of any person means allobligations of such person (i) for borrowed money, (ii) evidenced bynotes, bonds, debentures or similar instruments, (iii) for the deferred

 

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purchase price of goods or services (other than trade payables oraccruals incurred in the ordinary course of business), (iv) under capitalleases and (v) in the nature of guarantees of the obligations described inclauses (i) through (iv) above of any other person.

 

“Individual Sellers” means Dr. Ferenc Darvas,Margit Darvas Varga, Gergely Darvas, Pálné Tari and Dr. László Ürge beingshareholders of the Company, transferring part of their shares to the CorporateSeller as of 19 January 2006 in the proportion indicated in Exhibit A.

 

“Intellectual Property” means any and all ofthe following and all rights in, arising out of, or associated therewiththroughout the world, including any registrations or applications therefore:  (i) all Hungarian and foreign patentsand applications therefore and all reissues, divisions, renewals, extensions,provisionals, continuations and continuations-in-part thereof; (ii) allinventions (whether patentable or not), invention disclosures, improvements,trade secrets, proprietary information, know how, schematics, technology,process and manufacturing information, research and development data, technicaldata and customer lists, and all documentation relating to any of theforegoing; (iii) all Hungarian and foreign copyrights, copyrightsregistrations and applications therefore and all other rights correspondingthereto; (iv) all Hungarian and foreign mask works, mask work and anyregistrations and applications therefore; (v) all Hungarian and foreignindustrial designs and any registrations and applications therefore;(vi) all Hungarian and foreign trade names, logos, slogans, common lawtrademarks and service marks; trademark and service mark registrations andapplications therefore and all goodwill associated therewith; (vii) allmaterial databases and data collections and all rights therein; and(viii) all material computer software including all source code, objectcode, firmware, development tools, files, records and data, all media on whichany of the foregoing is recorded, all Internet addresses, sites (and allcontent contained therein) and domain names.

 

 “LeaseAgreement” means the Lease Agreement substantially in the form of ExhibitD hereto among Company and ComInnex Kutató-Fejlesztő Zrt.

 

“Letter of Intent” means the letter of intentsigned by certain Sellers, the Company and the Purchaser on 12 December 2005with the intention of contemplating the sale and purchase of the Shares.

 

“Liabilities” means all Indebtedness,obligations and other liabilities of a person (whether absolute, accrued,contingent, asserted, unasserted, fixed or otherwise, or whether due or tobecome due).

 

“Loss” or “Losses” means any and alldamages, fines, penalties, deficiencies, losses, judgments, costs and expenses(including interest, court costs, reasonable fees of attorneys, accountants andother experts) and other reasonable expenses of litigation or other proceedingswith respect to any claim, default or assessment.

 

“Material Adverse Effect” with respect to anyperson means a material adverse effect on the business, financial condition,assets, properties, operations or results of operations of such person and any subsidiariesof such person taken as a whole; provided, however, that a “Material AdverseEffect” shall not be deemed to have occurred solely as a result of any effector change occurring as a consequence of general economic or financialconditions.

 

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“Order” means any writ, judgment, decree, injunctionor similar order of any Governmental or Regulatory Authority (in each such casewhether preliminary or final).

 

“Permits and/or Approvals” means all permits,licenses, certificates of authority, authorizations, approvals, registrationsand similar consents granted or issued by any Governmental or RegulatoryAuthority.

 

“Purchase Price” has the meaning assigned inSection 2.2.

 

“Purchaser” has the meaning assigned in thefirst paragraph of this Agreement.

 

“Real Property” means any real property now orat any time in the past owned or leased by the Company or any Subsidiaries,including, without limitation, that real property listed in Section 3.13 (a)of the Disclosure Schedule; provided, however, that any representation orwarranty made with respect to such real property owned or leased in the past orowned or leased by a predecessor is made only to the knowledge of the Sellers.

 

“Recycler” means a recycler of HazardousMaterials.

 

“Release” means release, spill, emission,leaking, pumping, injection, deposit, disposal, discharge, dispersal, leachingor migration of a Hazardous Material on any Real Property or in, on, under orthrough the air, soil, ground water, surface water or improvements to the RealProperty.

 

“Remedial Action” means any reporting,investigation, characterization, feasibility study, health assessment, riskassessment, remediation, treatment, recycling, removal, transport, monitoring,maintenance or any other activity incident to the Release, threatened Release,investigation, remediation or removal of a Hazardous Material existing on anyReal Property or in, on, under or through the air, soil, ground water, surfacewater or improvements to the Real Property.

 

“Requirements of Laws” means any foreign,federal, state and local laws, statutes, regulations, rules, codes, ordinances,judgments, injunctions, decrees, orders, permits, approvals, treaties orprotocols now or later enacted, adopted or issued by any Governmental orRegulatory Authority (including, without limitation, those pertaining toelectrical, building, zoning, environmental and occupational safety and healthrequirements) or common law, and in effect as of the Closing.

 

 “SelectedAccounting Firm” has the meaning assigned in Section 2.3 (d).

 

“Sellers” has the meaning assigned in theforepart of this Agreement.

 

“Sellers’ Account” means the following bankaccounts:

 

Alexander Drijver no. 10700024-54296527-50000005 (IBANcode: HU63 1070 0024 5429 6527 5000 0005) held by CIB Bank Rt. (1027 Budapest,Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

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dr. László Ürge no. 10700024-54294453-50000005 (IBANcode: HU84 1070 0024 5429 4453 5000 0005) held by CIB Bank Rt. (1027 Budapest,Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

dr. Ferenc Darvas no. 10700024-54294752-50000005 (IBANcode: HU48 1070 0024 5429 4752 5000 0005) held by CIB Bank Rt. (1027 Budapest,Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

Pálné Tari no. 10700024-09511301-50000005 (IBAN code:HU75 1070 0024 0951 1301 5000 0005) held by CIB Bank Rt. (1027 Budapest, Medveu. 10-14.) (SWIFT code: CIBHHUHB)

 

Gergely Darvas no. 10700024-01864708-50000005 (IBANcode: HU12 1070 0024 0186 4708 5000 0005) held by CIB Bank Rt. (1027 Budapest,Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

dr. Ferencné Darvas no. 10700024-14080108-50000005(IBAN code: HU30 1070 0024 1408 0108 5000 0005) held by CIB Bank Rt. (1027Budapest, Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

Mihály Hanyecz no. 10700378-50162053-50100002 (IBANcode: HU67 1070 0378 5016 2053 5010 0002) held by CIB Bank Rt. (1027 Budapest,Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

Margit Darvas Varga no. 10700024-08669102-50000005(IBAN code: HU35 1070 0024 0866 9102 5000 0005) held by CIB Bank Rt. (1027Budapest, Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

Darholding Vagyonkezelő Kft. no.10700024-43501504-51300009 (IBAN code: HU39 1070 0024 4350 1504 5130 0009) heldby CIB Bank Rt. (1027 Budapest, Medve u. 10-14.) (SWIFT code: CIBHHUHB)

 

or any other account indicated by the Sellers to thePurchaser in writing.

 

“Shares” means (i) 1,000 shares of commonstock, par value HUF 10,000 per share; (ii) 100 shares of common stock, parvalue HUF 50,000 per share; (iii) 100 shares of common stock, par value HUF100,000 per share; (iv) 10 shares of common stock, par value HUF 500,000 per share;and (v) one share of stock par value HUF 1,000,000, collectively, constitutingall of the issued and outstanding shares of capital and voting stock of theCompany as of the date hereof.

 

“Subsidiaries” means Recomgenex Kft. (address:Záhony utca 7, 1031 Budapest, Hungary and Comgenex LLC (address: 115 MorganDrive, Sedona USA, AZ 86351)

 

“Stockholder Representative” has the meaningassigned in Section 11.16.

 

“Tax Returns” means a report, return or otherinformation required to be supplied to a governmental entity with respect toTaxes including combined or consolidated returns for any group of entities thatincludes the Company or any of its subsidiaries.

 

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“Taxes” means any federal, state, county, localor foreign taxes, charges, fees, levies, or other assessments, including allnet income, gross income, sales and use, ad valorem, transfer, gains, profits,excise, franchise, real and personal property, gross receipt, capital stock,production, business and occupation, disability, employment, payroll, license,estimated, stamp, custom duties, severance or withholding taxes or chargesimposed by a governmental entity, and includes any interest and penalties(civil or criminal) on or additions to any such taxes.

 

 “Third Party”means any person(including, but not limited to, a Governmental or Regulatory Authority) not anAffiliate of the other referenced person or persons.

 

“Third-Party Claim” has the meaning assigned inSection 9.7(a).

 

Construction of Certain Terms and Phrases.Unless the context of this Agreement otherwise requires:  (i) words of any gender include eachother gender; (ii) words using the singular or plural number also includethe plural or singular number, respectively; (iii) the terms “hereof,” “herein,”“hereby” and derivative or similar words refer to this entire Agreement;(iv) the terms “Article” or “Section” refer to the specified Article orSection of this Agreement; (v) the phrase “ordinary course of business”refers to the business of the Company and its subsidiaries; (vi) wheneverthe words “include,” “includes” or “including” are used in this Agreement theyshall be deemed to be followed by the words “without limitation;”(vii) the phrase “made available” shall mean that the information referredto has been made available if requested by the party to whom such informationis to be made available; (viii) whenever this Agreement refers to a numberof days, such number shall refer to calendar days unless Business Days are specified;(ix) any representation or warranty contained herein as to theenforceability of a Contract shall be subject to the effect and limitations ofany bankruptcy, insolvency, reorganization, moratorium or other similar lawaffecting the enforcement of creditors’ rights generally and to generalequitable principles (regardless of whether such enforceability is consideredin a proceeding in equity or at law); and (x) the table of contents andheadings contained in this Agreement are for reference purposes only and shallnot affect in any way the meaning or interpretation of this Agreement.

 

“Van Zijll Consulting Agreement” means theConsulting Agreements substantially in the form of Exhibit C heretoamong Company and Van Zijll Kft.

 

“Waste Hauler” means a hauler of HazardousMaterials.

 

“Working Capital” means current assets lesscurrent liabilities including accruals, deferred payments and provisions, eachas determined in accordance with IFRS. The financial effects of any commitmentundertaken by the Company in accordance with this Agreement, including, but notlimited to, the payments to be made to the employees in accordance with theEmployment Termination Agreements shall not be taken into account in thecalculation of the Working Capital. 50% of the costs of the Company arising inconnection with this stock purchase transaction shall also be excluded from thecalculation of the Working Capital.

 

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# **ARTICLE II**SALE OF SHARES AND CLOSING

# ** **

2.1           Purchaseand Sale.

 

The Sellers agree to sell to Purchaser, and Purchaseragrees to purchase from the Sellers, directly, all of the right, title andinterest of Sellers in and to the Shares at the Closing on the terms andsubject to the conditions set forth in this Agreement.

 

2.2           PurchasePrice. (a)  The aggregate purchaseprice for the Shares is Eleven Million US Dollars ($11,000,000) asadjusted in Section 2.2(b) and 2.2(c) below (the “Purchase Price”). ThePurchase Price shall be payable in the manner provided in Sections 2.5 and2.6.

 

(b)           RevenueAdjustment. (i) The Purchase Price will be adjusted at Closing in the eventthat the revenue for the Company’s fiscal year ended December 31, 2005determined in accordance with IFRS is less than US$8,000,000 or is more thanUS$8,800,000. The Purchase Price atClosing will be determined as follows depending on the Company’s unauditedfiscal year ended December 31, 2005 revenue (the “Unaudited 2005 Revenue”):

 
| **If Unaudited 2005  Revenue is greater  than or equal to:** | ** ** | **But less than:** | ** ** | **Purchase Price  shall be adjusted  at Closing to:** | ** ** |
|-------------------------------------------------------------------------------------------------|------------|------------------------------|------------|--------------------------------------------------------------------------------|------------|
| $                                                                                               | 7,000,000  |                         | $          | 7,200,000                                                                      |       | $ | 10,500,000 |   |
| $                                                                                               | 7,200,000  |                         | $          | 7,400,000                                                                      |       | $ | 10,600,000 |   |
| $                                                                                               | 7,400,000  |                         | $          | 7,600,000                                                                      |       | $ | 10,700,000 |   |
| $                                                                                               | 7,600,000  |                         | $          | 7,800,000                                                                      |       | $ | 10,800,000 |   |
| $                                                                                               | 7,800,000  |                         | $          | 8,000,000                                                                      |       | $ | 10,900,000 |   |
| $                                                                                               | 8,000,000  |                         | $          | 8,800,000                                                                      |       | $ | 11,000,000 |   |
| $                                                                                               | 8,800,000  |                         | $          | 9,000,000                                                                      |       | $ | 11,100,000 |   |
| $                                                                                               | 9,000,000  |                         | $          | 9,200,000                                                                      |       | $ | 11,200,000 |   |
| $                                                                                               | 9,200,000  |                         | $          | 9,400,000                                                                      |       | $ | 11,300,000 |   |
| $                                                                                               | 9,400,000  |                         | $          | 9,600,000                                                                      |       | $ | 11,400,000 |   |
| $                                                                                               | 9,600,000  |                         | $          | 9,800,000                                                                      |       | $ | 11,500,000 |   |
|                                                                                                 |            |                              |            |                                                                                |            |  |  |  |  |

 

For the purpose of the aforementioned revenueadjustment, the revenue figures of the Company expressed in Hungarian Forintsshall be translated into US dollars on the basis of the “Yearly Average”exchange rate with the US dollar during 2005, as published by the HungarianNational Bank.

 

(ii)           If theUnaudited 2005 Revenue is less than US$7,000,000, the Purchaser shall have theright, but not the obligation, to terminate this Agreement in accordance withSection 10.1(e), if Purchaser does not so terminate this Agreement the PurchasePrice shall be adjusted at Closing to $10,500,000. If the Unaudited 2005Revenue is greater than US$9,800,000, the Sellers shall have the right, but notthe obligation, to terminate this

 

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Agreement in accordance with Section 10.1(f), if the Sellers do not soterminate this Agreement the Purchase Price shall be adjusted at Closing to$11,500,000.

 

(iii)          ThePurchase Price will be further adjusted based on Audited 2005 Revenue (asdefined in Section 2.3(b)) in accordance with Section 2.3(e).

 

(c)           WorkingCapital Adjustment.

 

(i)            ThePurchase Price also shall be adjusted at Closing dollar-for-dollar by an amountequal to any variances between the Estimated Working Capital (as defined below)and US$350,000.

 

### (ii)           Forthe purposes of the Working Capital Adjustment, not later than three (3)Business Days prior to the Closing, the Sellers shall have delivered or causedthe Company to deliver to Purchaser (i) the Company’s reasonable, good faithestimate of the Company’s Working Capital as of the Closing Date (the “EstimatedWorking Capital”), together with a Closing Date Balance Sheet (prepared inaccordance with IFRS), the calculation of the Estimated Working Capital andsuch detail and documentation as Purchaser shall reasonably request to verifyEstimated Working Capital and (ii) the Company’s unaudited statement ofoperations for fiscal year ended December 31, 2005.

###  

### (iii)          ThePurchase Price will be further adjusted based on the Closing Date WorkingCapital in accordance with Section 2.3 (a).

###  

2.3           Post-ClosingAdjustments.

 

### (a)           Withinsixty (60) days after the Closing, Purchaser shall prepare or cause the Companyto prepare in good faith and deliver to the Stockholder Representative aClosing Date Balance Sheet and calculations setting forth in reasonable detailits calculation of the amount of the Closing Date Working Capital. Upon thereceipt by the Stockholder Representative of such proposed calculation of theClosing Date Working Capital, Purchaser shall permit the StockholderRepresentative and its representatives, agents, counsels and auditors, duringnormal business hours, to have reasonable access to, and to examine and makecopies of the Company’s records, for purposes of reviewing the proposed ClosingDate Working Capital. Within thirty (30) days after the receipt of thecalculation of Closing Date Working Capital, the Stockholder Representativeshall deliver a written notice to Purchaser stating whether it has anyobjections to the proposed Closing Date Working Capital calculation (a “Noticeof Objection”). Failure to give the Notice of Objection (or writtennotification from the Sellers to Purchaser that they have no such objection tothe proposed Closing Date Working Capital calculation) shall constituteacceptance and approval of such proposed Closing Date Working Capitalcalculation. On the day of the approval or acceptance of the Closing DateWorking Capital, the calculation of the Closing Date Working Capital becomes finaland binding, subject to the provisions of Section 2.3. The StockholderRepresentative, on one hand, and Purchaser, on the other hand, agree to workdiligently and in good faith with one another to resolve any such objectionswithin thirty (30) days of the receipt by Purchaser of a Notice of Objection,and the proposed Closing Date Working Capital calculation (as may be revised inaccordance with clause (i) or clause (ii) below) shall become final and bindingupon the parties hereto on the earlier of (i) the date on which the parties

 

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### hereto resolve in writing any differences they have with respect to anymatter specified in a Notice of Objection or (ii) the date on which any mattersin dispute are finally resolved in writing by the Selected Accounting Firm andcommunicated to the parties hereto.

###  

### (b)           Withinsixty (60) days after the Closing, Purchaser shall deliver to the StockholdersRepresentative the Company’s audited IFRS 2005 financial statements with theaudited 2005 revenue (the “Audited 2005 Revenue”) which shall include anunqualified audit opinion.

###  

### (c)           Inthe event the Stockholder Representative and Purchaser are unable to resolve adispute or disagreement set forth in a Notice of Objection within the 30-dayperiod pursuant to the last sentence of Section 2.3(a), the parties heretoshall submit the dispute to a mutually agreed accounting firm of recognizednational standing acceptable to the Stockholder Representative and Purchaser(the “Selected Accounting Firm”). The Selected Accounting Firm shallmake a final and binding resolution of the disputes or disagreements, whichfinal resolution shall be (A) in writing, and (B) made in accordance with thisAgreement, and the Closing Date Working Capital calculation as finallydetermined by the Selected Accounting Firm shall be deemed acceptable to theStockholders Representative and Purchaser for all purposes of this Agreement. TheSelected Accounting Firm shall be instructed to use every reasonable effort toperform its services within thirty (30) days after submission of the ClosingDate Working Capital calculation to it, and in any case, as soon as practicableafter such submission. The costs and expenses for the services of the SelectedAccounting Firm shall be borne equally by Purchaser, on the one hand, and theSellers, on the other hand. The resolution of the Selected Accounting Firmshall be set forth in writing and shall be conclusive and binding upon andnon-appealable by the parties.

###  

### (d)           NetAdjustment Calculation (Working Capital). Based on the final resolution ofthe calculation of the Closing Date Working Capital, the following paymentswill be made:

###  

#### (i)            the “Net Payment Amount” shall equal the amountof Closing Date Working Capital  less the amount of Estimated Working Capital;

####  

#### (ii)           if the Net Payment Amount is a negative number, thenan amount equal to the absolute value of the Net Payment Amount shall be paidto Purchaser from the Escrow Account; and

####  

#### (iii)          if the Net Payment Amount is a positive number, thenthe Purchaser shall pay the difference to the Sellers by wire transfer, in oneinstalment in immediately available funds to the Sellers’ Account, within 3(three) Business Banking Days from the date when the Closing Date Working Capitalcalculation becomes final and binding on the Parties.

####  

### (e)           RevenueAdjustment. If the Audited 2005 Revenue results in further adjustment tothe Purchase Price based on the table contained in Section 2.2 (b), thePurchase Price shall be adjusted either upwards or downwards within fourteen(14) days following the delivery of the Audited 2005 Revenue. If Audited 2005Revenue is less than the Unaudited 2005

 

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### Revenue then the difference shall be paid to the Purchaser from theEscrow Account within 3 (three) Business Days from the delivery of the audited2005 financial statements in accordance with Section 2.3 (b) above. If theAudited 2005 Revenue is higher than the Unaudited 2005 Revenue then thedifference shall be paid by the Purchaser to the Sellers in one installment, inimmediately available funds to the Sellers’ Account within 3 (three) BusinessDays from the delivery of the audited 2005 financial statements in accordancewith Section 2.3 (b) above. For the purpose of the aforementioned revenueadjustment, the revenue figures of the Company expressed in Hungarian Forintsshall be translated into US dollars on the basis of the “Yearly Average”exchange rate with the US dollar during 2005, as published by the HungarianNational Bank.

###  

2.4           EscrowAccount.

 

### (a)           Atthe Closing, as collateral security for the payment of (i) any amounts payableby the Sellers pursuant to Section 2.3 (d) and (e), and (ii) anyindemnification obligation of the Purchaser or the Sellers pursuant to Section9.2 hereof, Purchaser shall transfer to the Escrow Agent to be held in theEscrow Account the Escrow Amount.

###  

### (b)           TheEscrow Amount, together with any interest earned thereon, shall be held anddisbursed by the Escrow Agent in accordance with the terms of the EscrowAgreement. In accordance with and subject to the terms of the Escrow Agreement,the Escrow Amount shall be released as follows: (i) an amount of US$500,000minus any amounts paid to the Purchaser from the Escrow Account in accordancewith Section 2.3 (d) and 2.3 (e), shall be released to the Sellers upon thesettlement of both the working capital and revenue adjustments pursuant to Section2.3 (d) and Section 2.3 (e) above (provided that no amount from theEscrow account will be released upon such settlement if the amounts dispersedpursuant to the working capital and revenue adjustments exceed $500,000), and(ii) US$1,000,000, minus any amounts payable to the Purchaser from the EscrowAccount pursuant to Section 9.2, shall be released to the Sellers thirteen (13)months after the Closing Date, assuming that there are not any unresolvedclaims at such date for indemnification pursuant to ARTICLE IX below. Allunresolved claims existing on the day thirteen (13) months after the ClosingDate shall be referred to arbitration within 60 days in accordance with Section11.14 unless resolved by the parties amicably within such period. Subject tothe terms of the Escrow Agreement, all interest earned on the Escrow Amountshall be paid to the Sellers, upon release pursuant to (ii) in the immediatelypreceding clause, to the extent not applied to the payment of any claims forindemnification in accordance with Section 9.2.

###  

2.5           Closing.The closing of the purchase and sale of the Shares (the “Closing”) willtake place at the offices of Jalsovszky Law Firm (1053 Budapest, Magyar u.36.), or at such other place as Purchaser and Sellers mutually agree, at10 a.m. local time on the Closing Date. If by the Closing Date any of theconditions set forth in Article VIII have not been satisfied, the Parties maypostpone the closing to a mutually agreed new date, which may not be later than15 March.

 

At the Closing, the following will occur:

 

### (a)           Purchaserwill pay the Purchase Price (subject to the Revenue Adjustment as specified inSection 2.2 (b) (i)-(ii) and to the Working Capital Adjustment as specified in

 

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### Section 2.2 (c) (i)-(ii)), less the Escrow Amount, by an irrevocablewire transfer of immediately available funds in US$ currency to Sellers’sAccount and will pay the Escrow Amount by wire transfer to the Escrow Account. Atthe Closing, the Purchaser shall issue and deliver evidence (e.g. a debitadvice, a print screen of the wire instruction to Purchaser’s bank, acertificate or other form of evidence which in the Seller’s opinion wouldprovide reasonable comfort that the purchase price has been initiated) to theSellers that the Purchase Price has been transferred in full (except for thepart transferred to the Escrow Account) to the Sellers’s Account in accordancewith Section 2.6. In addition, the Purchaser shall instruct its bank to issueand send a SWIFT message (or other appropriate electronic message) directly tothe Sellers’s bank at Closing Date that, according to international orHungarian banking standards, provides sufficient evidence to the Sellers’s bankthat the Purchase Price has been irrevocably executed by the Purchaser’s bank.

###  

### (b)           theSellers will deliver the Shares to the Purchaser duly endorsed in blank, freeand clear of all Encumbrances (other than Encumbrances created or suffered toexist by Purchaser). At the Closing, there shall also be delivered to theSellers and Purchaser the certificates and other documents and instruments tobe delivered pursuant to ARTICLE VIII. The Escrow Amount so deducted from thePurchase Price will be deposited into escrow and held pursuant to the terms andconditions of the Escrow Agreement.

###  

2.6           Methodof payment. Any payment obligation of the Purchaser is considered to beduly performed on the date when the total amount of the respective payment isreceived at the Sellers’ Account and the Escrow Account in accordance with theprovisions of this Agreement. The Purchaser is not entitled to exercise anyright of set-off or any retention right with respect to such payments exceptfor those rights specifically provided for in this Agreement.

 

# **ARTICLE III**REPRESENTATIONS AND WARRANTIES OF SELLERS

# ** **

Except as (i) specifically set forth in the disclosureschedule of Sellers (with references to the appropriate section and paragraphnumber) delivered to Purchaser herewith (the “Disclosure Schedule”);(ii) such information are or have been provided to the Purchaser or AMRI inaccordance with the provisions of this Agreement including, without limitation,in accordance with Section 3.17 (b); (iii) such information as contained in thedocuments the form of which documents is attached in Exhibits B to F and H, Sellershereby represent and warrant to Purchaser as follows:

 

3.1           Authority.This Agreement and the documents and instruments contemplated hereby towhich it is a party (the “Ancillary Agreements”) have been duly andvalidly executed and delivered by the Sellers and constitutes, and upon theexecution and delivery by Sellers of the Ancillary Agreements, such AncillaryAgreements will constitute, legal, valid and binding obligations of Sellers,enforceable against each Sellers in accordance with their terms.

 

3.2           CorporateExistence of the Company. The Company is a corporation duly incorporatedvalidly existing and in good standing under the laws of the Republic ofHungary, and has full corporate power and authority to conduct its business asand to the extent now conducted and to own, use and lease its assets andproperties. The Company is duly qualified,

 

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licensed or admitted to do business and is in good standing in thosejurisdictions in which the ownership, use or leasing of its assets and propertiesor the conduct of its business makes such qualification, licensing or admissionnecessary. Sellers have delivered to Purchaser or its counsel correct andcomplete copies of the charter documents of the Company and each Subsidiary ofthe Company, each as amended to the date of this Agreement.

 

3.3           CapitalStock. The authorized capital stock of the Company consists of (i) 1,000shares of common stock, par value HUF 10,000 per share; (ii) 100 shares ofcommon stock, par value HUF 50,000 per share; (iii) 100 shares of common stock,par value HUF 100,000 per share; (iv) 10 shares of common stock, par value HUF500,000 per share; and (v) one share of stock par value HUF 1,000,000,collectively, constituting all of the issued and outstanding shares of capitaland voting stock of the Company as of the date hereof (the “Common Stock”).As of the date of this Agreement, all Shares are issued and outstanding, all ofwhich are duly authorized, validly issued, fully paid and non-assessable andnot subject to preemptive rights; and no shares of Common Stock are held in thetreasury of the Company. There are no outstanding options or warrants topurchase shares of capital stock of the Company or any securities exchangeableor convertible into or exercisable for shares of capital stock of the Company. TheSellers have good and valid title to the Shares free and clear of allEncumbrances, and have the sole right to transfer the Shares to Purchaser. Atthe Closing, the Shares shall constitute all of the issued and outstandingcapital stock of the Company, and as a result of this Agreement, uponcompletion of the transactions contemplated hereby Purchaser shall be therecord owner of all capital stock of the Company, free of all Encumbrances. Neitherany of the Sellers nor the Company is a party to, or bound by, any agreement,instrument or understanding restricting or contemplating the restriction of thetransfer of any of the Shares. There are no voting trusts or other agreementsor understandings to which the Sellers, the Company or any of its Subsidiariesis a party with respect to the voting of the capital stock of the Company orany of its Subsidiaries. Except for this Agreement, there are no outstandingrights in favor of any person to purchase shares of any class or series ofcapital stock from the Company or any of its Subsidiaries.

 

3.4           Subsidiaries.Each Subsidiary of the Company is a corporation validly existing and in goodstanding under the laws of its jurisdiction of incorporation identified inSection 3.4 of the Disclosure Schedule, and has full corporate power andauthority to conduct its business as and to the extent now conducted and toown, use and lease its assets and properties. Each such Subsidiary is dulyqualified, licensed and is in good standing in those jurisdictions in which theownership, use or leasing of such Subsidiary’s assets and properties or theconduct of such Subsidiary’s business makes such qualification, licensing oradmission necessary. All of the outstanding shares of capital stock of each Subsidiaryof the Company have been duly authorized and validly issued, are fully paid andnon-assessable, and are owned, directly or indirectly, by the Company or a Subsidiarythereof free and clear of all Encumbrances. There are no outstanding options orrights in favor of any person to purchase shares of any class or series ofcapital stock of any Subsidiary of the Company. Section 3.4 of theDisclosure Schedule sets forth thename and jurisdiction of each Subsidiary of the Company, the number of authorizedand outstanding shares of capital stock of each such Subsidiary and a correctand complete list of the holders of record of each Subsidiary’s outstandingshares of capital stock. None of the Subsidiaries of the Company owns anycapital stock or other voting securities of, or any other direct or indirect

 

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equity interest in, any firm, corporation or other entity (includingany joint venture or partnership).

 

3.5           NoConflicts. The execution and delivery by or on behalf of the Sellers ofthis Agreement do not, and the execution and delivery by the Sellers of theAncillary Agreements, the performance by any of the Sellers of its obligationsunder this Agreement and the Ancillary Agreements and the consummation of thetransactions contemplated hereby and thereby will not: (a) conflict withor result in a violation or breach of the articles of association of theCompany or the Subsidiaries; (b) subject to obtaining the consents,approvals and actions, making the filings and giving the notices described inSection 3.6, conflict with or result in a violation or breach of any lawor Order applicable to the Sellers or any of them, the Company, or theSubsidiaries; or (c) (i) conflict with or result in a violation orbreach of, (ii) constitute (with or without notice or lapse of time orboth) a default under, (iii) require any Seller, the Company or any of itsSubsidiaries to obtain any consent, approval or action of, make any filing withor give any notice to any person as a result or under the terms of,(iv) result in or give to any person any right of termination,cancellation, acceleration or modification in or with respect to, or(v) result in the creation or imposition of any Encumbrance upon any Seller,of the Company or any Subsidiary of the Company or any of their respectiveassets and properties under any agreement to which Sellers, the Company or anySubsidiary of the Company is a party or by which any of their respective assetsor properties is bound, except as could not reasonably be expected to have aMaterially Adverse Effect on the validity or enforceability of this Agreementor the Ancillary Agreements or on the ability of the Sellers to consummate thetransactions contemplated hereby or by any of the Ancillary Agreements or toperform any of its obligations hereunder and thereunder.

 

3.6           GovernmentalApprovals and Filings. No consent, approval or action of, filing with ornotice to any Governmental or Regulatory Authority on the part of the Sellers orthe Company or any Subsidiary of the Company is required in connection with thedue execution, delivery or performance of this Agreement or any of theAncillary Agreements or the consummation of the transactions contemplatedhereby or thereby, except:  (i) anyrequired filings under any applicable antitrust, fair trade or other similarlaws and the expiration or termination of waiting periods thereunder. 

 

3.7           FinancialStatements and Condition; Absence of Changes.

 

### (a)           Schedule3.7(a) of the Disclosure Schedule sets forth copies of the unauditedindividual balance sheets of the Company and the Subsidiaries as of December31, 2005 (the “Balance Sheet”) and a summary on the intercompanytransactions entered into between the Company and its Subsidiaries in 2005. Exceptas set forth in the notes thereto, all such financial statements were preparedin accordance with the local accounting standards (including any requirementsthereunder as to the presentation of notes) and fairly present in all materialrespects the financial condition and results of operations of the Company andits Subsidiaries as of the respective dates thereof and for the respectiveperiods covered thereby.

###  

### (b)           TheCompany has no Liabilities, except for (i) Liabilities set forth on theface of the Balance Sheet (or which are disclosed in the notes thereto),(ii) Liabilities which have arisen after the date of the Balance Sheet inthe ordinary course of business and which are not

 

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### required to be disclosed pursuant to the terms of Section 3.7(c)hereof and (iii) payment or performance obligations arising out ofcontracts and agreements to which the Company is a party and which aredisclosed pursuant to Section 3.17 hereof or are not required to bedisclosed pursuant to the terms of Section 3.17 hereof.

###  

### (c)           Sincethe Financial Statement Date:.

###  

#### (i)            neither the Companynor its Subsidiaries has (i) amended, or agreed to amend, its charter (orcomparable instrument), (ii) merged with or into or consolidated with, oragreed to merge with or into or consolidate with, any other person, or(iii) except as reasonably required in connection with the transactionscontemplated by this Agreement or as described elsewhere in this Agreement,changed, or agreed to change, in any material manner the character of itsbusiness;

####  

#### (ii)           the Company and itsSubsidiaries have conducted their business only in the usual and ordinarycourse and in accordance with past practices;

####  

#### (iii)          there has been no change(or series of changes, casualty or otherwise) in the business, condition(financial or otherwise), results of operations, assets, Liabilities orearnings of the Company, other than changes arising in the ordinary course ofbusiness consistent with past practice and experience, none of which changes,individually or in the aggregate, has had or reasonably could be expected tohave a Material Adverse Effect on the Company;

####  

#### (iv)          the Company and its Subsidiarieshave not made or promised to make any increase in any salaries, rates of pay orother compensation or benefits of any business of its employees, nor has theCompany nor its Subsidiaries made any accrual for or commitment or agreement tomake or pay the same, nor any payment or commitment to pay any severance or terminationpay to any of the business of its Employees, other than in the ordinary courseof business;

####  

#### (v)           neither the Company norits Subsidiaries has suffered any strike or other labor trouble, and neitherthe Company nor its Subsidiaries have entered into any material agreement ormaterial negotiation with any labor union or other collective bargainingrepresentative of any business of its employees;

####  

#### (vi)          there has been no changeor, to the knowledge of Sellers, any threat of any change, in any of the Company’sor its Subsidiary’s relations with, or any loss of or, to the knowledge ofSellers, threat of loss of, any of the suppliers, distributors or customers ofits business, or any material decrease or limitation, of any such supplier’sprovision of services, supplies or materials to the Company or its Subsidiariesor any such customer’s usage or purchase of services or products of the Companyor its Subsidiaries, none of which changes, losses or decreases, individuallyor in the aggregate, has had or reasonably could be expected to have a MaterialAdverse Effect on the Company;

 

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#### (vii)         there has been no changein the method of accounting or keeping of books of account or accountingpractices with respect to the Company or its Subsidiaries;

####  

#### (viii)        neither the Company norits Subsidiaries have waived, or agreed to waive, any right of material valuewith respect to the Company, its Subsidiaries or any of their assets orproperties;

####  

#### (ix)           neither the Company norits Subsidiaries have changed, or agreed to change, any of its businesspolicies or practices, including advertising, marketing, pricing, purchasing,personnel, sales, returns or budget policies or practices, which changes wouldhave a Material Adverse Effect on the Company or its Subsidiaries;

####  

#### (x)            except in the ordinarycourse of business or as otherwise permitted or required by this Agreement,neither the Company nor its Subsidiaries have (i) entered into, or agreedto enter into, any lease (as lessor or lessee) or any license (as licensee orlicensor) on behalf of the Company or its Subsidiaries, (ii) sold,abandoned or made, or agreed to sell, abandon or make, any other disposition ofany of the assets or properties of the Company or its Subsidiaries; or(iii) waived or relinquished any other rights of material value;

####  

#### (xi)           neither Sellers, theCompany nor its Subsidiaries has granted or suffered, or agreed to grant orsuffer, any Encumbrance on any assets or stock of the Company or its Subsidiaries;

####  

#### (xii)          except as providedherein, neither the Company nor its Subsidiaries have entered into or amended,or agreed to enter into or amend, any contract or other agreement by or towhich the Company or its Subsidiaries is bound or subject, pursuant to which itagrees to indemnify any party on behalf of the Company or its Subsidiaries orpursuant to which it agrees to refrain from competing with any party, otherthan in the ordinary course of business;

####  

#### (xiii)         neither the Company norits Subsidiaries has, except in the ordinary course of business, incurred orassumed, or agreed to incur or assume, any material Liability (whether or notcurrently due and payable);

####  

#### (xiv)        neither the Company norits Subsidiaries has terminated, or agreed to terminate, or failed to renew orreceived any written threat (that was not subsequently withdrawn) to terminateor fail to renew, any Contract, license or Permit and/or Approval, where anysuch termination or failure to renew could reasonably be expected to have aMaterial Adverse Effect on the Company or its Subsidiaries;

####  

#### (xv)         noPre-Existing/Continuing Environmental Liabilities which would be required to bereflected on the Balance Sheet or in the notes thereto, if they existed or hadoccurred prior to the date thereof, have arisen; and

 

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#### (xvi)        neither the Company norits Subsidiaries has entered into, or agreed to enter into, any transactionwhere the same could reasonably be expected to have a Material Adverse Effecton the Company or its Subsidiaries.

####  

3.8           Taxes.The Company and its Subsidiaries have filed or caused to be filed all TaxReturns required to be filed under applicable law, and such Tax Returns aretrue and correct in all material respects. The Company and its Subsidiarieshave, within the time and in the manner prescribed by law,  (i) paid (and until the Closing will paywithin the time and in the manner prescribed by law) all Taxes that are due andpayable and (ii) have made (and until the Closing will make within the time andin the manner prescribed by law) all mandatory pension contributions. To the knowledgeof Sellers, except as set forth on Section 3.8 of the Disclosure Schedule,no examination of any Tax Return is underway as of the date of this Agreement. Noneof the Company nor its Subsidiaries is a party to any Tax allocation or sharingagreement. To the knowledge of Sellers, neither the Sellers nor the Company hasbeen notified of any request for an audit or other examination of any TaxReturn of the Company. To the knowledge of Sellers, the Company has noliabilities for unpaid Taxes which have not been accrued or reserved against onthe Company’s financial statements, whether asserted or unasserted, contingentor otherwise. Neither the Company nor the Sellers has knowledge of any basisfor the assertion of any claim relating or attributable to Taxes which, ifadversely determined, would result in any Encumbrance on the assets of theCompany.

 

3.9           LegalProceedings. There are no Orders outstanding and no Actions or Proceedingspending against the Company, any of its Subsidiaries, any of their respectivebusinesses, assets and properties or any of their officers and directors intheir respective capacities as such. To the knowledge of the Sellers, there areno claims, Actions or Proceedings threatened against the Company or any of its Subsidiariesor any of their respective businesses, assets or properties. To the knowledgeof Sellers, the Companies or its Subsidiaries, no employee has filed acomplaint with any Governmental or Regulatory Authority pertaining to labor oremployment matters.

 

3.10         ComplianceWith Laws and Orders. Each of the Company and its Subsidiaries is incompliance in all material respects with all applicable laws, rules,regulations, ordinances, decrees, Orders, judgments or Permits and/orApprovals.

 

3.11         Employees.Section 3.11 of the Disclosure Schedule lists all Contracts providing for acommitment of employment or permanent consulting services (and provides adescription of all such oral agreements) to which the Company or any of itsSubsidiaries is a party which either (i) contain severance, bonus or otherprovisions triggered by the Closing or (ii) contain obligations continuingbeyond the Closing Date, and true, correct and complete copies of all suchwritten agreements have been delivered to Purchaser. In addition, Section 3.11of the Disclosure Schedule identifies all current employees and permanentconsultants of the Company and each of its Subsidiaries, including, without limitation,all officers of the Company and of each of its Subsidiaries, and describes thejob title of and compensation (including, without limitation, salary, bonusesand perks) payable to, each such individual. None of such employees hasindicated to the Company (or relevant Subsidiary) a present intention to resignor retire, and the Company (or relevant Subsidiary) did not express itsintention to terminate the employment of any of them. To the knowledge ofSellers, no employee of the Company or any of its

 

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Subsidiaries is in violation of any material term of any employmentcontract. There is no strike, labor dispute or union organization activitiespending or, to the knowledge of the Sellers or the Company, threatened,involving the Company, any of its Subsidiaries or their employees. Section 3.11of the Disclosure Schedule identifies each of the Company’s employees in theUnited States whose eligibility to work in the United States exists pursuant toan issued work permit or visa, and describes the current status of each suchindividual’s immigration status. The Company has taken, and will have taken atall times prior to the Closing Date, all steps to perfect each such employee’simmigration status. Each of the Company and its Subsidiaries is in compliancewith all applicable United States and foreign immigration laws with respect totheir employees. 

 

3.12         CompanyEmployee Benefit Plans.

 

### (a)           Section3.12 of the Disclosure Schedule contains a complete, accurate andup-to-date description of each Company Employee Plan established, sponsored ormaintained by the Company for the benefit of any person who performs or who hasperformed services for Company or with respect to which Company has or may haveany liability or obligation.

###  

### (b)           Documents.The Company has furnished to Purchaser true and complete copies of documentsembodying each of the Company Employee Plans and related plan documents.

###  

### (c)           Compliance.(i) Each Company Employee Plan has been administered in accordance withits terms and in compliance with the requirements prescribed by any and allstatutes, rules and regulations which are applicable to it, except as would nothave, in the aggregate, a Material Adverse Effect, and Company have performedall material obligations required to be performed by them under, are not inmaterial respect in default under or violation of and have no knowledge of anymaterial default or violation by any other party to, any of the CompanyEmployee Plans; and (ii) none of the Company Employee Plans promises orprovides retiree medical benefits to any person other than as required by law.

###  

### (d)           Effectof Transaction. The consummation of the transactions contemplated by thisAgreement will not (i) entitle any current or former employee or otherservice provider of the Company to severance benefits or any other payment(including, without limitation, unemployment compensation, golden parachutebonus or benefits under any Company Employee Plan), except as expressly providedin this Agreement or (ii) accelerate the time of payment or vesting of anysuch benefits, or increase the amount of compensation due any such employee orservice provider (other than full or partial vesting as a result of the actionsrequired under the Agreement).

###  

3.13         RealProperty.

 

### (a)           Section 3.13(a)of the Disclosure Schedule contains a list of (i) each parcel of realproperty owned by the Company or any of its Subsidiaries, (ii) each parcelof real property leased by the Company or any of its Subsidiaries (as lessor orlessee), and (iii) all Encumbrances (other than Encumbrances that will beremoved at or prior to the Closing, or Encumbrances

 

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### disclosed, or given as security for a monetary Liability shown, on theBalance Sheet) on any parcel of real property referred to in clause (i).

###  

### (b)           TheCompany and its Subsidiaries have, and at the Closing will have, good andmarketable title to each parcel of real property described in clause (i)of paragraph (a) above, free and clear of any Encumbrances, other thanEncumbrances that will be extinguished prior to the Closing, Encumbrances thatwill be removed at or prior to the Closing, or Encumbrances disclosed, or givenas security for a monetary Liability shown, on the Balance Sheet, and has avalid contractual right in the respective real properties otherwise leased byit as lessee under leases referred to in clause (ii) of paragraph (a)above. Each such lease is a legal, valid and binding agreement, enforceable inaccordance with its terms, and to the knowledge of the Sellers no default hasoccurred, nor has there occurred any event which with notice, the passage oftime, or both, would constitute a termination event under such lease.

###  

3.14         Adequacyof Assets. Except as otherwise set forth in any section of the DisclosureSchedule to this Agreement, and subject to any and all limitations andqualifications set forth elsewhere in this ARTICLE III, the Company and its Subsidiaries have possession of,and right to use, all of the tangible and intangible, real and personalproperty assets required for the conduct of its business as presentlyconducted, including, but not limited to, all Intellectual Property rights.

 

3.15         TangiblePersonal Property. The Company and its Subsidiaries are in possession ofand have good title to, or valid leasehold interests in or valid rights to use,all tangible personal property which is used in and which is material to thebusiness of the Company and its Subsidiaries taken as a whole free ofEncumbrances other than Encumbrances that will be removed at or prior to theClosing, or Encumbrances disclosed, or given as security for a monetaryLiability shown, on the Balance Sheet.

 

3.16         IntellectualProperty Rights.

 

### (a)           Section 3.16of the Disclosure Schedule contains an accurate and complete description of allregistered Company Intellectual Property.

###  

#### (i)            Each item of CompanyIntellectual Property is free and clear of any Encumbrances;

####  

#### (ii)           the Company is theowner of all right, title and interest in or is the exclusive licensee of allCompany Intellectual Property;

####  

#### (iii)          the Company is the ownerof all right, title and interest in, and has good title to, (a) all trademarks,service marks and trade names used in connection with the operation or conductof the business of the Company, including the sale of any products ortechnology or the provision of any services by the Company, (b) all copyrightedworks that are or are part of Company products, (c) all patents and patentapplications of the Company Intellectual Property, and (d) other works ofauthorship and inventions that the Company otherwise purports to own;

 

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#### (iv)          the Company has notagreed to transfer ownership of any right, title or interest in, or granted anylicense under or right to use or authorized the retention of any rights to use,any Intellectual Property that is Company Intellectual Property, to any otherperson or entity;

####  

#### (v)           there are no persons orentities to whom Company has delivered copies of the source code to any CompanyIntellectual Property, whether under an escrow arrangement or otherwise, orpersons or entities who have the right to receive such source code;

####  

#### (vi)          subject to the relevantlaws and the terms and conditions of the agreements the Company is party to,all Company Intellectual Property, including any item thereof, is and will befully transferable, assignable and licensable by the Company withoutrestriction and without payment of any kind to any third party;

####  

#### (vii)         the consummation of thetransactions contemplated by this Agreement will not result in the loss of, orotherwise adversely affect, any ownership rights of the Company in any CompanyIntellectual Property;

####  

#### (viii)        the consummation of thetransactions contemplated by this Agreement will not result in the breach ortermination of any license, contract or agreement to which Company is a partyrespecting any Intellectual Property;

####  

#### (ix)           the operation of thebusiness of the Company and its Subsidiaries: (a) did not, and (b) to the knowledge of Sellers, will not,when conducted in substantially the same manner following the Closing, infringeor misappropriate any Intellectual Property of any person or entity, violatethe rights of any person or entity, or constitute unfair competition or tradepractices under the laws of any jurisdiction, and neither the Company nor its Subsidiarieshas received notice from any person or entity claiming that such operation orany act, product, process, technology or service (including products,processes, technology or services currently under development) of the Companyor its Subsidiaries infringes or misappropriates any Intellectual Property ofany person or entity or constitutes unfair competition or trade practices underthe laws of any jurisdiction or any claim challenging the ownership, validityor effectiveness of any of the Company Intellectual Property (nor is Sellers orthe Company aware of any basis therefor);

####  

#### (x)            to the knowledge ofSellers, there are no contracts, licenses or agreements between the Company orits Subsidiaries and any other person or entity with respect to CompanyIntellectual Property under which there is any dispute regarding the scope ofsuch agreement or performance under such agreement, including with respect toany payments to be made or received by the Company thereunder;

####  

#### (xi)           to the knowledge ofSellers, no person or entity (including any employee or former employee ofCompany) is infringing, misusing or

 

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#### misappropriatingany Company Intellectual Property, and neither Sellers, the Company nor its Subsidiarieshas received any communication alleging that they have violated, or byconducting their businesses as proposed, would violate, any patent, trademark,service mark, copyright, trade secret or other proprietary right of any thirdparty

####  

#### (xii)          no Company IntellectualProperty or product, process, technology or service of the Company is subjectto any proceeding, lawsuit or action or outstanding decree, order, judgment,agreement or stipulation that restricts in any manner the manufacture, use,sale,  transfer or licensing by theCompany of Company Intellectual Property or any product, process, technology orservice of the Company or may affect the validity, use or enforceability ofsuch Company Intellectual Property, and there are no claims challenging orquestioning the validity or effectiveness of any license or agreement relatingto any Company Intellectual Property;

####  

#### (xiii)         neither the Company norits Subsidiaries has entered into any agreement or offered to indemnify anyother person or entity against any charge of infringement with respect to anyCompany Intellectual Property;

####  

#### (xiv)        neither the Company norits Subsidiaries have entered into any agreement granting any third party theright to bring infringement actions with respect to, or otherwise enforcerights with respect to, any Company Intellectual Property;

####  

#### (xv)         the Company and its Subsidiarieshave the exclusive right to file, prosecute and maintain all existingapplications and registrations with respect to the Company IntellectualProperty;

####  

#### (xvi)        the ownership of theCompany by Purchaser upon the Closing will not result in the granting byPurchaser of any Intellectual Property rights of Purchaser (other than CompanyIntellectual Property rights) to any person or entity;

####  

#### (xvii)       the Company has filedapplications for registration or issuance of Company Intellectual Propertylisted in Section 3.16(a)(xvii) of the Disclosure Schedule in the jurisdictionsset forth thereon and those applications are currently pending and have notbeen abandoned or withdrawn. The Company has not failed to file in a timelymanner any application to register or issue any Company Intellectual Propertyin any jurisdiction worldwide where such failure to timely file could have anadverse impact on Purchaser’s ability to or priority in doing so in suchjurisdiction so as to have a material adverse effect on the Company or itsbusiness;

####  

#### (xviii)      to the knowledge of Sellers,no third party has a reason to object to or oppose any application filed by theCompany or its Subsidiaries prior to Closing to register any CompanyIntellectual Property; and

 

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#### (xix)         to the knowledge of theSellers, all Company Intellectual Property has been registered, filed,certified or otherwise perfected by recordation with the proper Governmental orRegulatory Authority, and all registrations and patents associated with CompanyIntellectual Property, whether owned by the Company or its Subsidiaries orlicensed, are valid and subsisting.

####  

### (b)           Thereare no actions that must be taken by the Company or its Subsidiaries withinninety (90) days of the date of this Agreement, including the payment of anyregistration, maintenance or renewal fees or the filing of any documents,applications or certificates for the purposes of maintaining, perfecting orpreserving or renewing any registered Company Intellectual Property.

###  

3.17         Contracts.

 

### (a)           Section 3.17(a)of the Disclosure Schedule (with paragraph references corresponding to thoseset forth below) contains a list of each of the following Contracts to whichthe Company or any of its Subsidiaries is a party or by which any of theirrespective assets and properties is bound as of the date of this Agreement:

###  

#### (i)            all Contracts(excluding Benefit Plans) providing for a commitment of employment orconsulting services;

####  

#### (ii)           all Contracts with anyperson containing any provision or covenant prohibiting or materially limitingthe ability of the Company or any of its Subsidiaries to engage in any businessactivity or compete with any person or prohibiting or materially limiting theability of any person to compete with the Company or any of its Subsidiaries;

####  

#### (iii)          all partnership or jointventure agreements;

####  

#### (iv)          all Contracts relatingto Indebtedness of the Company or any of its Subsidiaries (other thanIndebtedness owing to the Company or any wholly-owned Subsidiary of theCompany);

####  

#### (v)           all Contracts providingfor (A) the future disposition or acquisition of any assets and propertiesmaterial to the business or condition of the Company and its Subsidiaries takenas a whole, other than dispositions or acquisitions in the ordinary course ofbusiness, and (B) any merger or other business combination;

####  

#### (vi)          all Contracts between oramong the Company or any of its Subsidiaries, on the one hand, and Sellers orany Affiliate (other than the Company or any of its Subsidiaries) of Sellers;

####  

#### (vii)         all Contracts (other thanthis Agreement) that (A) limit or contain restrictions on the ability ofthe Company or any of its Subsidiaries to declare or pay dividends on, to makeany other distribution in respect of or to issue or purchase, redeem or otherwiseacquire its capital stock, to incur Indebtedness, to incur or suffer to existany Encumbrance, to purchase or sell any assets and

 

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#### properties, tochange the lines of business in which it participates or engages or to engagein any merger or other business combination or (B) require the Company orany of its Subsidiaries to maintain specified financial ratios or levels of networth or other indicia of financial condition;

####  

#### (viii)        any collective bargainingagreement;

####  

#### (ix)           all material licensingagreements; and

####  

#### (x)            all other Contractsthat (A) involve the payment or potential payment, pursuant to the termsof any such Contract, by or to the Company or any of its Subsidiaries of morethan USD 50,000 and (B) cannot be terminated within ninety (90) daysafter giving notice of termination without resulting in any material cost orpenalty to the Company or any of its Subsidiaries.

####  

### (b)           Sellershave previously delivered to Purchaser a true, correct and complete copy ofeach written Contract listed in Section 3.17 of the DisclosureSchedule, (as amended to date). Each Contract disclosed in Section 3.17(a)of the Disclosure Schedule is in full force and effect and constitutes a legal,valid and binding agreement, enforceable in accordance with its terms, andneither the Company or any of its Subsidiaries nor, to the knowledge ofSellers, any other party to such Contract is in material violation of ormaterial default under any such Contract (or with notice or lapse of time orboth, would be in material violation of or material default under any suchContract).

###  

### (c)           Noparty to any material Contract has communicated to the Sellers, Company or anyof its Subsidiaries any intention to cancel, withdraw, modify or amend suchcontract, agreement or arrangement whether by reason of the transactionscontemplated by this Agreement or otherwise.

###  

3.18         Permitsand/or Approvals. The Company and its Subsidiaries have or will haveapplied for all Permits and/or Approvals required for the conduct of thebusiness of the Company and its Subsidiaries as presently conducted and for theownership, leasing, use, development, occupancy and operation of theirrespective assets and properties (other than Permits and/or Approvals, the absenceof which could not reasonably be expected to have a Material Adverse Effect onthe transferability, financeability, use, development, occupancy or operationof any such assets or properties). Each such Permit and/or Approval is valid,binding and in full force and effect. To the knowledge of the Sellers, neitherthe Company nor any of its Subsidiaries is in default under any such Permitand/or Approval in any material respect.

 

3.19         AffiliateTransactions. There is no Indebtedness or other amounts owing underContracts between the Company or any of its Subsidiaries, on the one hand, andSellers, any officer, director, or Affiliate (other than the Company and itsSubsidiaries) of Sellers, on the other hand.

 

3.20         EnvironmentalMatters.

 

### (a)           TheCompany has complied, and is in compliance, with all applicable EnvironmentalLaws;

 

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### (b)           TheCompany has obtained all environmental, health and safety Governmental Permitsnecessary for its operation or required by any Environmental Laws, all suchGovernmental Permits are in good standing, and the Company is in substantialcompliance with all terms and conditions of such permits;

###  

### (c)           Neitherthe Company nor any of the Real Property nor present nor past Company operationsis subject to any pending or ongoing investigation by, notice or order from oragreement with any person (including, without limitation, any prior owner oroperator of the Real Property) with respect to any (i) claim with respect toany Environmental Law, (ii) Remedial Action, or (iii) claim of losses andexpenses arising from the Release or threatened Release of a HazardousMaterial;

###  

### (d)           TheCompany is not subject to any pending or existing judicial or administrativeproceeding, Court Order or settlement alleging or addressing a violation of orliability under any Environmental Law;

###  

### (e)           TheCompany has not filed in the past, is not in the process of filing, has nofiling pending, and the Company does not intend to file, any notice or reportunder any Environmental Law reporting a violation of any Environmental Law;

###  

### (f)            Thereis not now, and to the knowledge of Sellers and the Company there has neverbeen, in any Real Property: (i) any underground storage tank or surface impoundment;(ii) any landfill or waste pile which either is or was used to dispose or storeany Hazardous Material or contains or contained a substantial volume ofHazardous Material, except in compliance with applicable Environmental Laws; or(iii) any polychlorinated biphenyls;

###  

### (g)           TheCompany has not received any notice of claim to the effect that it is or may beliable to any person as a result of the Release or threatened Release of aHazardous Material into the environment from or on any Real Property;

###  

### (h)           Thereis no Environmental Encumbrance on any Real Property;

###  

### (i)            Anyasbestos containing material which is on or part of any Real Property(excluding any raw materials used in the manufacture of products or productsthemselves) is in good repair according to the current standards and practicesgoverning such material, and its presence or condition does not violate anycurrently applicable Environmental Law;

###  

### (j)            Noneof the products the Company manufactures, distributes or sells or hasmanufactured, distributed or sold in the past, contains asbestos-containingmaterial;

###  

### (k)           Otherthan Hazardous Materials reasonably necessary for the conduct of the Company’soperations which are properly stored in compliance with applicableEnvironmental Laws, no Hazardous Material is present on, at or beneath the RealProperty, and no reasonable likelihood exists that any Hazardous Materialpresent on other property will come to be present on, at or beneath the RealProperty;

###  

### (l)            HazardousMaterials Activities (i) have been conducted in compliance with applicableEnvironmental Laws, and (ii) have not resulted in the exposure of any person toa

 

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###  

### Hazardous Material in a manner which has or could reasonably beexpected to cause an adverse health effect to such person;

###  

### (m)          NoCourt Order, action, proceeding, liability or claim exists or, to the knowledgeof the Company, is threatened, against any Disposal Site, Disposal Agent, WasteHauler or Recycler or against the Company with respect to any transfer orrelease of Hazardous Materials by the Company to a Disposal Site, and there isno valid basis for such claim;

###  

### (n)           NoHazardous Materials have been released from the Real Property at levels abovethe reportable quantities specified in any applicable Environmental Laws,except in compliance with applicable Environmental Laws or Government Permits;

###  

### (o)           NeitherSellers nor the Company knows of any fact or circumstance which couldreasonably be expected to involve the Company in any environmental litigationor impose upon the Company any environmental liability which would have aMaterial Adverse Effect;

###  

### (p)           Noenvironmental audits or environmental assessments of any Real Property havebeen conducted within the preceding ten years; and

###  

### (q)           Sellersand the Company have complied with all environmental disclosure obligationsimposed upon the Company with respect to the transactions contemplated by thisAgreement.

###  

3.21         Insurance. TheCompany has delivered to Purchaser copies of each material insurance policy(including policies providing property, casualty and liability coverage, ) withrespect to which the Company is a party, a named insured, or otherwise thebeneficiary of coverage as of the date of this Agreement. With respect to eachsuch insurance policy: (A) the policy is legal, valid, binding,enforceable and in full force and effect in all respects and there has been nonotice of cancellation or nonrenewal of the policy received; (B) theCompany is not in a material breach or default (including with respect to thepayment of premiums or the giving of notices), and no event has occurred which,with notice or the lapse of time, would constitute such a material breach ordefault, or permit termination, modification, or acceleration, under thepolicy; and (C) no party to the policy has repudiated any materialprovision thereof. Section 3.21 of the Disclosure Schedule describes allinsurance policies and any self-insurance arrangements presently maintained by,or for the benefit of, the Company as of the date of this Agreement.

 

3.22         Disclosure. Norepresentation or warranty made by the Sellers in this Agreement or theexhibits or schedules hereto or certificates delivered hereunder, contains orwill contain any untrue statement of a material fact, or omits or will omit tostate a material fact necessary to make the statements or facts containedherein or therein not misleading in light of the circumstances under which theywere furnished.

 

3.23         Product LiabilityClaims. At no time during the five years preceding the date of thisAgreement has the Company been subject to any material product liability claimrelating to any of the Company’s products and, to the knowledge of the Sellers,no such claim is threatened nor does any circumstance or condition exist thatthe Sellers reasonably expects to give rise to any such claim.

 

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3.24         Questionable Payments.Neither the Company nor any of its Subsidiaries nor any director, officer orother employee, agent or representative of the Company or its Subsidiaries: (i)has made any payments or provided services or other favors in the United Statesor in any foreign country in order to obtain preferential treatment orconsideration by any Governmental or Regulatory Authority with respect to anyaspect of the business of the Company or any Subsidiary; or (ii) has made anypolitical contributions which would not be lawful under the laws of the UnitedStates or the foreign country in which such payments were made. To theknowledge of the Sellers and the Company, neither the Company nor any of itsSubsidiaries, nor any director, officer or other employee, agent or representativeof the Company or any of its Subsidiaries or any customer or supplier of any ofthem has been the subject of any inquiry or investigation by any Governmentalor Regulatory Authority in connection with payments or benefits or other favorsto or for the benefit of any governmental or armed services official, agent,representative or employee with respect to any aspect of the business of theCompany or any of its Subsidiaries or with respect to any politicalcontribution.

 

3.25         Compliance with UnitedStates Customs Regulations. The Company has not received any correspondencefrom the United States Customs Service regarding any pre-penalty notice, noticeof penalty, notice of redelivery, marking notice, customs inquiry, notice ofproposed rate or value advance, notice of audit or investigation by a specialagent, import specialist or other United States Customs Service Official. TheCompany has not paid and does not currently pay any buying commissions, quotacharges, fees or royalties for design services, royalties or license fees ormanagement fees.

 

3.26         Corporate Existence ofCorporate Seller. The Corporate Seller is a corporation under registration,existing as a pre-company (“*előtársaság*”)under the laws of the Republic of Hungary. The Corporate Seller has fullcorporate power and authority to execute and deliver this Agreement and theAncillary Agreements, to perform its obligations hereunder and thereunder andto consummate the transactions contemplated hereby and thereby.

 

3.27         Authority of theCorporate Seller. The execution and delivery by the Corporate Seller ofthis Agreement and the Ancillary Agreements and the performance by CorporateSeller of its obligations hereunder and thereunder have been duly and validlyauthorized, no other corporate action on the part of the Corporate Seller isbeing required by the constitutive documents of the Corporate Seller, by anyapplicable law or an Order. This Agreement has been duly and validly executedand delivered by the Corporate Seller and constitutes, and upon the executionand delivery by the Corporate Seller of the Ancillary Agreements, suchAncillary Agreements will constitute, legal, valid and binding obligations ofthe Corporate Seller enforceable against the Corporate Seller in accordancewith their terms.

 

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# **ARTICLE IVREPRESENTATIONS AND WARRANTIES OF PURCHASER**

# ** **

Purchaser hereby represents and warrants to theSellers that each of the warranties set forth in this Article IV are true,accurate, complete and not misleading at the date of this Agreement and at theClosing Date.

 

4.1           Corporate Existenceof Purchaser. Purchaser is a corporation duly incorporated, validlyexisting and in good standing under the laws of the Republic of Hungary.Purchaser has full corporate power and authority to execute and deliver thisAgreement and the Ancillary Agreements, to perform its obligations hereunderand thereunder and to consummate the transactions contemplated hereby andthereby.

 

4.2           Authority. Theexecution and delivery by Purchaser of this Agreement and the AncillaryAgreements and the performance by Purchaser of its obligations hereunder andthereunder have been duly and validly authorized by the Board of Directors ofAMRI and the shareholders’s meeting of the Purchaser, no other corporate actionon the part of Purchaser or AMRI is being required by the constitutivedocuments of the Purchaser and AMRI, by any applicable law or an Order. ThisAgreement has been duly and validly executed and delivered by Purchaser andconstitutes, and upon the execution and delivery by Purchaser of the AncillaryAgreements, such Ancillary Agreements will constitute, legal, valid and bindingobligations of Purchaser enforceable against Purchaser in accordance with theirterms.

 

4.3           No Conflicts. Theexecution and delivery by Purchaser of this Agreement do not, and the executionand delivery by Purchaser of the Ancillary Agreements, the performance byPurchaser of its obligations under this Agreement and such Ancillary Agreementsand the consummation of the transactions contemplated hereby and thereby willnot: (a) conflict with or result in a violation or breach of any of theterms, conditions or provisions of the certificate of incorporation or by-lawsof Purchaser or AMRI ; or (b) subject to obtaining the consents, approvalsand actions, making the filings and giving the notices described inSection 4.4, conflict with or result in a violation or breach of any lawor Order applicable to Purchaser or AMRI or any of their assets and properties;(c) result in the breach of any material agreement to which the Purchaser orAMRI is a party to or by which any of the assets of the Purchaser are bound,except as could not reasonably be expected to have a Material Adverse Effect onthe validity or enforceability of this Agreement or the Ancillary Agreements oron the ability of Purchaser to consummate the transactions contemplated herebyor by any of the Ancillary Agreements or to perform any of its obligationshereunder or thereunder.

 

4.4           GovernmentalApprovals and Filings. No consent, approval or action of, filing with ornotice to any Governmental or Regulatory Authority on the part of Purchaser orAMRI is required in connection with the due execution, delivery or performanceof this Agreement or the Ancillary Agreements or the consummation of thetransactions contemplated hereby or thereby, except any required filingsunder any applicable foreign antitrust laws and the expiration or terminationof waiting periods thereunder.

 

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4.5           Legal Proceedings.There are no Orders outstanding and no Actions or Proceedings pending or, tothe knowledge of Purchaser or AMRI, threatened against, relating to oraffecting Purchaser or AMRI which could reasonably be expected to delay or toresult in the issuance of an Order restraining, enjoining or otherwiseprohibiting or making illegal the consummation of any of the transactionscontemplated by this Agreement or any of the Ancillary Agreements or otherwiseto impair the ability of Purchaser to perform its obligations under thisAgreement and the Ancillary Agreements and to consummate the transactionscontemplated hereby and thereby.

 

4.6           Purchase forInvestment. The Shares will be acquired by Purchaser for its own accountfor the purpose of investment, it being understood that the right to dispose ofsuch Shares shall be entirely within the discretion of Purchaser. Purchaserwill refrain from transferring or otherwise disposing of any of the Shares, orany interest therein, in such manner as to cause the Sellers to be in violationof the registration requirements of the Securities Act of 1933, as amended, orapplicable state securities or blue sky laws.

 

4.7           Financing. Purchaserhas or will have sufficient cash and/or available borrowing capacity to pay thePurchase Price and to make all other necessary payments of fees and expenses inconnection with the transactions contemplated by this Agreement and theAncillary Agreements.

 

4.8           For a period of three(3) months post the Closing Date and subject to all the terms and conditions ofthis Agreement, the Purchaser and AMRI shall continue to operate the Companywithout significant restructuring or significant changes in personnel. It isthe intent of the Purchaser and AMRI to continue to operate the Company withoutsignificant restructuring or significant changes in personnel beyond theaforementioned three month period, subject to market and businessconsiderations

 

# **ARTICLE V**COVENANTS OF THE SELLERS AND THE COMPANY

# ** **

The Sellers covenant and agree withPurchaser that, at all times from and after the date hereof until the Closing,the Sellers and the Company will comply with all applicable covenants andprovisions of this ARTICLE V, except to the extent Purchaser may otherwiseconsent in writing.

 

5.1           Regulatory and OtherApprovals. Subject to the Purchaser and AMRI using commercially reasonableefforts to co-operate with the Sellers, the Sellers will, and agree to usecommercially reasonable efforts to ensure that the Company and its Subsidiarieswill (a) proceed diligently, expeditiously and in good faith as promptlyas practicable to obtain all consents, approvals or actions of, to make allfilings with and to give all notices to Governmental or Regulatory Authorities orany other person required of the Sellers, the Company or any of itsSubsidiaries to consummate the transactions contemplated hereby and by theAncillary Agreements, (b) provide such other information andcommunications to such Governmental or Regulatory Authorities or other personsas such Governmental or Regulatory Authorities or other persons may reasonablyrequest in connection therewith, and (c) cooperate with Purchaser in

 

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obtaining all consents, approvalsor actions of, making all filings with and giving all notices to Governmentalor Regulatory Authorities or other persons required of Purchaser to consummatethe transactions contemplated hereby and by the Ancillary Agreements. TheSellers will and agree to use commerciallyreasonable efforts to ensure that the Company willprovide prompt notification to Purchaser when any such consent, approval,action, filing or notice referred to in clause (a) above is obtained,taken, made or given, as applicable, and will advise Purchaser of anycommunications (and, unless precluded by law, provide copies of any suchcommunications that are in writing) with any Governmental or RegulatoryAuthority or other person regarding any of the transactions contemplated bythis Agreement or any of the Ancillary Agreements.

 

### (a)           Investigationby Purchaser. Sellers will, and will cause the Company and its Subsidiariesto make available to Purchaser all such information and data concerning thebusiness and operations of the Company and its Subsidiaries as Purchaserreasonably may request for the purposes of consummating the transactioncontained herein (including such access and information as may be required foran environmental audit), except to the extent that furnishing any suchinformation or data would violate any law, Order, Contract or Permit and/orApproval applicable to Sellers, the Company or any of their respectiveSubsidiaries or by which any of their respective assets or properties is bound.The Purchaser intends to establish an integration team led by AMRI whoseobjective will be to gain a better understanding of the daily operations of theCompany. This will be achieved through the integration team having theopportunity to meet with key scientists and management at the Company, theprimary purpose of which is to get better acquainted with their currentactivities and to commence planning for the integration of its business withthat of AMRI. During the integration planning stage, AMRI shall refrain fromaccessing sensitive information of a purely scientific/technical nature.

###  

5.2           Conduct of Business.The Sellers will cause the Company to conduct business only in the ordinarycourse. Without limiting the generality of the foregoing, the Sellers willcause the Company and its Subsidiaries to (a) preserve intact the presentbusiness organization and reputation of the Company in all material respects,(b) use commercially reasonable efforts to keep available and retain theservices of all employees of the Company and its Subsidiaries and to encouragesuch employees to continue in the employment of the Company, (c) maintainthe assets and properties of the Company, (d) maintain the goodwill of keycustomers, suppliers and lenders and other persons with whom the Company or anyof its Subsidiaries otherwise has significant business relationships, and (e)maintain the Company Intellectual Property and preserve all protectionsthereof, including but not limited to responding appropriately and in a timelymanner to any office action issued by the United States Patent and TrademarkOffice or to any other inquiry by any other governmental or regulatory agencyor any third party regarding the Company Intellectual Property.

 

5.3           CertainRestrictions. Except as contemplated by this Agreement or agreed by thePurchaser in writing, the Sellers will cause the Company and its Subsidiariesto refrain from:

 

### (a)           amendingtheir certificates or articles of association (or other comparable corporatecharter documents) or taking any action with respect to any such amendment orany recapitalization, reorganization, liquidation or dissolution except ifrequired by the law or by the constitutive documents and by-laws of theCompany;

 

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### (b)           authorizing,issuing, selling or otherwise disposing of any shares of capital stock of orany option, warrant or other right with respect to the capital stock of theCompany or any of its Subsidiaries, or modifying or amending any right of anyholder of outstanding shares of capital stock of or options with respect to theCompany or any of its Subsidiaries except for an eventual transformation of theShares from printed form into dematerialized (account entry) form;

###  

### (c)           exceptfor with respect to transfers to and from Sellers central cash account made inthe ordinary course of business, declaring, setting aside or paying anydividend or other distribution, directly or indirectly, by the Company, ordirectly or indirectly redeeming, purchasing or otherwise acquiring any capitalstock of or any option with respect to the Company or any of its Subsidiariesnot wholly owned, directly or indirectly, by the Company, except the dividendpayable of HUF 220,306,564, which has been declared by the Company prior to theexecution of this Agreement;

###  

### (d)           acquiringor disposing of, or incurring any Encumbrance on, any assets and propertiesexcept for the sale of the facility of the Company located in Balatonfűzfő,Hungary;

###  

### (e)           enteringinto, amending, modifying, terminating (partially or completely), granting anywaiver under or giving any consent with respect to any Contracts or licensesthe value of that exceed USD 50,000 in the aggregate or have a term exceedingsix months, except for revenue related licensing agreement and other Contractsentered into in the ordinary course of business;

###  

### (f)            otherthan in the ordinary course of business (i) incurring or obtaining a drawon any Indebtedness or (ii) other than as contemplated by this Agreement,purchasing, canceling, prepaying or otherwise providing for a complete orpartial discharge in advance of a scheduled payment date with respect to, orwaiving any right under, any Indebtedness;

###  

### (g)           engagingwith any person (other than a direct or indirect wholly-owned Subsidiary of theCompany) in any merger or other business combination;

###  

### (h)           makingcapital expenditures or commitments for capital expenditures or additions toproperty, plant or equipment constituting capital assets or entering into anyoperating lease for all such expenditures, commitments, additions and leases inexcess of Euro 100,000;

###  

### (i)            makingany material change in (A) any pricing, investment, accounting, financialreporting, inventory, credit, allowance or except to the extent required byapplicable law, Tax practice or policy, or (B) any method of calculatingany bad debt, contingency or other reserve for accounting, financial reportingor Tax purposes;

###  

### (j)            exceptto the extent required by applicable law, adopting, entering into or becomingbound by any material Benefit Plan, employment-related Contract or collectivebargaining agreement, or amending, modifying or terminating (partially orcompletely) any such Benefit Plan, employment-related Contract or collectivebargaining agreement;

###  

### (k)           makingany change in its fiscal year;

 

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### (l)            causingor committing the damage, destruction, or loss of (whether or not covered byinsurance) any property other than dispositions of property in the ordinarycourse of business;

###  

### (m)          makingany loan to, any director, officer, or employee;

###  

### (n)           grantingany increase in the base compensation of any director;

###  

### (o)           makingany other change in employment terms that will be in force on the Closing Datefor any director, officer, or employee outside the ordinary course of business;

###  

### (p)           initiatingany lawsuit or similar grievance except in the ordinary course of business; or

###  

### (q)           enteringinto any Contract to do or engage in any of the foregoing.

###  

5.4           Litigation. Fromthe date hereof through the Closing Date, Sellers shall promptly notifyPurchaser of any investigations of which the Sellers have knowledge or anylawsuits, claims, notices of violation or proceedings that after the datehereof are commenced or, to the knowledge of Sellers, threatened, against theCompany or any of its Subsidiaries.

 

5.5           Insurance. Fromthe date hereof through the Closing Date, Sellers shall maintain in force(including necessary renewals thereof) any insurance policies listed on Section3.21 of the Disclosure Schedule, except to the extent that they may be replacedwith policies or self-insurance determinations appropriate to insure that theassets, properties and business of the Company to the same extent as currentlyinsured.

 

5.6           Fulfillment ofConditions. Seller will use commercially reasonable efforts to satisfy eachcondition to the obligations of Purchaser contained in this Agreement and willnot, and will not permit the Company or any of its Subsidiaries to, take orfail to take any action that could reasonably be expected to result in thenon-fulfillment of any such condition. The Sellers shall give prompt writtennotice to Purchaser of any event, condition or circumstance occurring from thedate hereof through the Closing Date that would cause the representations andwarranties set forth in Article III of this Agreement to become untrue inany material respect or that would constitute a material violation or breach ofthis Agreement. No disclosure pursuant to this Section 5.6 shall be deemedto amend or supplement the Disclosure Schedule, to prejudice any right ofPurchaser to assert a claim for indemnity under Article IX hereof, or toprevent or cure any misrepresentation or breach of this Agreement.

 

# **ARTICLE VI**COVENANTS OF PURCHASER

# ** **

Purchaser covenants and agrees with Sellers that, atall times from and after the date hereof until the Closing, the Purchaser andAMRI will comply with all covenants and provisions of this ARTICLE VI,except to the extent Sellers may otherwise consent in writing.

 

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6.1           Regulatory and OtherApprovals. Subject to the Sellers using commercially reasonable efforts toco-operate with the Purchaser, Purchaser will and agrees to use commerciallyreasonable efforts to ensure that AMRI will (a) proceed diligently,expeditiously and in good faith obtain as promptly as practicable all consents,approvals or actions of, to make all filings with and to give all notices toGovernmental or Regulatory Authorities or any other person required ofPurchaser to consummate the transactions contemplated hereby and by theAncillary Agreements, (b) provide such other information andcommunications to such Governmental or Regulatory Authorities or other personsas such Governmental or Regulatory Authorities or other persons may reasonablyrequest in connection therewith, and (c) provide reasonable cooperation tothe Sellers, the Company and its Subsidiaries in obtaining all consents,approvals or actions of, making all filings with and giving all notices toGovernmental or Regulatory Authorities or other persons required of theSellers, the Company or any of its Subsidiaries to consummate the transactionscontemplated hereby and by the Ancillary Agreements. Purchaser will and agreesto use commercially reasonable efforts to ensure that AMRI will provide promptnotification to the Sellers when any such consent, approval, action, filing ornotice referred to in clause (a) above is obtained, taken, made or given,as applicable, and will advise the Sellers of any communications (and, unlessprecluded by law, provide copies of any such communications that are inwriting) with any Governmental or Regulatory Authority or other person regardingany of the transactions contemplated by this Agreement or any of the AncillaryAgreements.

 

6.2           Fulfillment ofConditions. The Purchaser will use commercially reasonable efforts tosatisfy each condition to the obligations of the Sellers contained in thisAgreement and will not, and will not permit AMRI to, take or fail to take anyaction that could reasonably be expected to result in the non-fulfillment ofany such condition. The Purchaser shall give prompt written notice to theSellers of any event, condition or circumstance occurring from the date hereofthrough the Closing Date that would cause the representations and warrantiesset forth in Article IV of this Agreement to become untrue in any materialrespect or that would constitute a material violation or breach of thisAgreement.

 

# **ARTICLE VII**ADDITIONAL AGREEMENTS

# ** **

7.1           Ancillary Agreement.The parties shall execute the Ancillary Agreements at or before the Closing.

 

7.2           Certain Actions.In addition to and not in limitation of the parties’ obligations pursuant toSection 5.1 and Section 6.1, each party shall act diligently,expeditiously and in good faith (i) to obtain any government clearancesrequired for the consummation of the transactions contemplated by thisAgreement, and (ii) to resolve any issues relating to or arising under anyother antitrust or fair trade law raised by any Governmental or RegulatoryAuthority, so as to consummate the purchase and sale of Shares contemplated bythis Agreement, as promptly as practicable; provided that Purchaser shall notbe required to agree to any divestiture by Purchaser or the Company or any ofPurchaser’s Subsidiaries or affiliates of shares of capital stock or of anybusiness, assets or property of Purchaser or its Subsidiaries or affiliates orof the Company,

 

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its affiliates, or theimposition of any material limitation on the ability of any of them to conducttheir businesses or to own or exercise control of such assets, properties andstock. 

 

7.3           Agreement Not toSolicit. For the period beginning on the date of this Agreement and endingtwo (2) years after Closing, none of the Sellers nor any of theirrespective Affiliates will, without Purchaser’s prior consent (which consentmay be withheld in Purchaser’s sole discretion), solicit for employment anyemployee of the Company or its Subsidiaries; for purposes of this paragraph,the term “solicit” shall be deemed not to include advertisements or othergeneralized employment searches, including advertisements in various media(including trade media) or any job posting system by any of Sellers or any oftheir respective Affiliates, not specifically directed to employees of theCompany or its Subsidiaries and shall not include any action by any of Sellersor any of their respective Affiliates following any response by any person tosuch advertisements or generalized searches.

 

7.4           Non-Compete.

 

### (a)           Fora period of two (2) years from the Closing Date, each Seller who is alsocurrent executive officer of the Company and whose contract will be terminatedwith the Employment Termination Agreements will not compete in a similarbusiness, defined as providing integrated chemistry services to thepharmaceutical and biotechnology industry, either through a newly createdbusiness or acquisition of a similar business.

###  

### (b)           Therestrictions set forth in paragraph (a) above shall be effective within all theRepublic of Hungary and all other countries in which the Purchaser or itsSubsidiaries is engaged in the chemistry services to the pharmaceutical andbiotechnology industry on the Closing Date

###  

### (c)           Sellersagree that the terms and time period provided for, and the geographical areaencompassed by, the covenants contained in paragraph (a) above are necessaryand reasonable in order to protect Purchaser in the conduct of its business andthe Company’s business acquired by virtue of this Agreement. If any courthaving jurisdiction at any time hereafter shall hold any provision or clause ofthis Section to be unreasonable as to its scope, territory or term, and if suchcourt in its judgment or decree shall declare or determine that scope,territory or term which such court deems to be reasonable, then such scope,territory or term, as the case may be, shall be deemed automatically to havebeen reduced or modified to conform to that declared or determined by suchcourt to be reasonable.

###  

### (d)           Incase of a breach by any of Sellers of Sellers’ covenants as set forth in thisSection the Purchaser is entitled to sue the respective Seller for damages inaccordance with the rules of the Hungarian civil and civil procedure law at anyordinary Hungarian court having jurisdiction for the case. The Purchaser mayrequest an injunction from the courts having jurisdiction in accordance withSection 156 of the Civil Procedure Act of the Republic of Hungary.

 

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7.5           Purchaser agrees thatin the event it chooses not to use or adopt the ComGenex name and title, andproposes to sell, assign, transfer, contribute, donate or otherwise dispose ofany rights to the name in any way, then the Sellers will have a right of firstrefusal in respect of the ComGenex name with the conditions below:

 

### (a)           thePurchaser shall promptly give the Sellers written notice (“Transfer Notice”)of its intention to sell, assign, transfer, contribute, donate the ComGenexname or to dispose of such name in any other way;

###  

### (b)           theTransfer Notice shall include (i) the description of the proposed transfer;(ii) the name and address of the proposed transferee; (iii) the consideration;and (iv) the material terms and conditions upon which the proposed transfer isto be made;

###  

### (c)           theSellers will have an option for a period of 15 (fifteen) days from the deliveryof the Transfer Notice from the Purchaser to elect to purchase or receive theComGenex name at the same price and subject to the same material terms andconditions as described in the Transfer Notice. The Sellers may exercise suchoption by notifying the Purchaser in writing before the expiration of the 15(fifteen) day period as to its intention to purchase or receive the ComGenexname;

###  

### (d)           shouldthe purchase price specified in the Transfer Notice be payable in propertyother than cash, the Sellers shall have the right to pay the purchase price inthe form of cash equal in amount to the value of such property;

###  

### (e)           tothe extent that the Sellers has not exercised its right to purchase theComGenex name within the time period specified above, the Purchaser shall havea period of 60 (sixty) days from the expiration of the 15-day period in whichto transfer the ComGenex name, upon the terms and conditions specified in theTransfer Notice, to the third-party transferee identified in the TransferNotice; and

###  

### (f)            theright of refusal pursuant to this Section 7.5 shall expire five years after theClosing Date.

###  

# **ARTICLE VIIICONDITIONS TO OBLIGATIONS OF THE PARTIES**

# ** **

8.1           Obligations of BothParties. The obligations of both parties to consummate the purchase andsale of the Shares pursuant to ARTICLE II are subject to the fulfillment, at orbefore the Closing, of each of the following conditions:

 

### (a)           Ordersand Laws. There shall not be in effect on the Closing Date any Order or lawrestraining, enjoining or otherwise prohibiting or making illegal theconsummation of any of the transactions contemplated by this Agreement or anyof the Ancillary Agreements.

 

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### (b)           Absenceof Undisclosed Matters. There shall not be any material undisclosed matterswhich would have a Material Adverse Effect on the valuation of the Company.

###  

### (c)           Changein Financial Condition. There shall not be any material adverse change infinancial condition, operating results or prospects of the Company since thedate of the Agreement that would have a Materially Adverse Effect on thevaluation of the Company.

###  

8.2           Obligations ofPurchaser. The obligations of Purchaser to purchase the Shares pursuant toARTICLE II are subject to the fulfillment, at or before the Closing, of each ofthe following conditions (all or any of which may be waived in whole or in partby Purchaser in its sole discretion):

 

### (a)           Representationsand Warranties. The representations and warranties made by Sellers in thisAgreement, disregarding (solely for purposes of this Section 8.2(a)) anyadditional materiality or Material Adverse Effect limitations therein, shallbe, in all material aspects, true and correct on and as of the Closing Date or,in the case of representations and warranties made as of a specified dateearlier than the Closing Date, on and as of such earlier date, except where thefailure of such representations and warranties to be true and correct could notreasonably be expected to have a Material Adverse Effect on the Company.

###  

### (b)           Performance.Sellers in all material respects shall have performed and complied with, theagreements, covenants and obligations required by this Agreement to be soperformed or complied with by Sellers at or before the Closing.

###  

### (c)           Officers’Certificates. Sellers shall have delivered to Purchaser (i) acertificate, dated the Closing Date and duly executed by the Sellers,certifying to the satisfaction of the conditions set forth inSections 8.2(a) and (b) and (ii) a certificate, dated the ClosingDate and executed by the Sellers, certifying as to the truth and accuracy of,and attaching copies of the certificate or articles of incorporation, bylawsand all board resolutions adopted in connection with this Agreement and theAncillary Agreements, of Sellers and of the Company, in each case in a formreasonably satisfactory to Purchaser.

###  

### (d)           Consentof CIB Bank. The consent (or in lieu thereof waivers) of CIB Bank Rt., hasbeen obtained for the consummation of the transaction.

###  

### (e)           FinancialStatements. Purchaser shall have received true and complete copies of: (i)the audited consolidated balance sheet of the Company and its Subsidiaries atDecember 31, 2004 and for the fiscal year ended December 31, 2004, togetherwith such notes as would be required by IFRS; and (ii) the unauditedconsolidated balance sheet of the Company and its Subsidiaries at November 30,2005 and unaudited consolidated income statement for the eleven months periodended November 30, 2005.

###  

### (f)            EscrowAgreement. The Sellers shall have executed the Escrow Agreementsubstantially in the form attached hereto as Exhibit B.

###  

### (g)           VanZijll Consulting Agreement. Van Zijll Kft. shall have entered into aconsulting agreement with the Company substantially in the form attached heretoas Exhibit C

 

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### (h)           ComInnexConsulting Agreement. The Company shall have entered into a consultingagreement with ComInnex Zrt. substantially in the form attached hereto asExhibit H.

###  

### (i)            Eliminationof Debt. The Sellers shall have caused the Company to pay or be forgivenall of the Company’s debt, including, but not limited to all current maturitiesof debt, and all intercompany debt, prior to the Closing Date; except that suchdebt shall not include any capital leases.

###  

### (j)            Terminationof Loan Agreements. The Sellers shall have caused the Company to terminateall loan agreements between the Company, as lender, and Thales, as borrower,and repayment by Thales of all amounts due to the Company under such loanagreements.

###  

### (k)           Terminationof Security Arrangements. The Sellers shall have caused the Company toterminate all security arrangements entered into by the Company to secure theobligations of Thales.

###  

### (l)            Saleof Facility. The Sellers shall have caused the Company to sell the facilitylocated in Balatonfűzfő, Hungary with no residual liability to theCompany or Purchaser, other than agreed under the terms of the Lease Agreement.

###  

### (m)          EmploymentTermination Agreements. The Company shall have entered into Employment TerminationAgreements substantially in the form attached hereto as Exhibit E withDr. Ferenc Darvas. Alexander Drijver,Margit Varga Darvas and Erzsebet Tari Pál, with no residual liabilities to theCompany, other than those specifically agreed to under the EmploymentTermination Agreements.

###  

### (n)           LeaseAgreement. Company shall have entered into the Lease Agreementsubstantially in the form attached hereto as Exhibit D.

###  

### (o)           EmploymentAgreement. The Company shall have entered into an Employment Agreement on termssubstantially in the form attached hereto as Exhibit F.

###  

### (p)           ResignationLetters. In a letter addressed to the Company, the members of the Board ofDirectors and Supervisory Board of the Company shall have submitted theirresignation from their position, with the effect of the Closing Date.

###  

### (q)           Registrationof the Corporate Seller. The Corporate Seller is duly registered by thecourt of registration having competence over the Corporate Seller.

###  

8.3           Obligations ofSellers. The obligations of the Sellers hereunder to sell the Sharespursuant to ARTICLE II are subject to the fulfillment, at or before theClosing, of each of the following conditions (all or any of which may be waivedin whole or in part by the Sellers in its sole discretion):

 

### (a)           Representationsand Warranties. The representations and warranties made by Purchaser inthis Agreement, disregarding (solely for purposes of this Section 8.2(n)(a))any additional materiality or Material Adverse Effect limitations therein,shall be, in all material

 

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### aspects, true and correct on and as of the Closing Date or, in the caseof representations and warranties made as of a specified date earlier than theClosing Date, on and as of such earlier date, except where the failure of suchrepresentations and warranties to be true and correct could not reasonably beexpected to have a Material Adverse Effect on the Company.

###  

### (b)           Performance.Purchaser in all material respects shall have performed and complied with, theagreements, covenants and obligations required by this Agreement to be soperformed or complied with by Purchaser at or before the Closing.

###  

### (c)           Officers’Certificates. Purchaser shall have delivered to the Sellers a certificate,dated the Closing Date and executed by any proper officer of Purchaser,certifying as to the satisfaction of the conditions set forth in Sections8.2(n)(a) and (b).

###  

### (d)           EscrowAgreement. Purchaser shall have executed the Escrow Agreement substantiallyin the form attached hereto as Exhibit B.

###  

### (e)           BridgeFinancing. Purchaser and AMRI shall have cooperated with the Company in itsendeavor to provide appropriate financial comfort to CIB Bank to enable therelease of securities for the credit lines of the Company to enable thetransfer of the Balatonfűzfő facility out of the ownership of theCompany.

###  

### (f)            AMRIshall have issued a written acknowledgement confirming the existence and termsof the Van Zijll Consulting Agreement, the ComInnex Consulting Agreement,Employment Termination Agreements, the Employment Agreement and the LeaseAgreement substantially in the form attached hereto as Exhibit G.

###  

# **ARTICLE IXINDEMNIFICATION**

# ** **

The rights and obligations of the parties under thisAgreement shall be subject to the following terms and conditions:

 

9.1           Survival ofRepresentations and Warranties; Indemnification Period. All representationsand warranties of the parties contained in this agreement, and the rights ofthe parties to seek indemnification with respect thereto, shall expire 30months following the Closing Date; provided, however, that (i) therepresentations and warranties contained in Sections 3.1 (“Authority”), 3.2(“Corporate Existence of the Company”) and 3.3 (“Capital Stock”), shall survivefor ten (10) years following the Closing Date and (ii) representations andwarranties contained in Sections 3.8 (“Taxes”) and 3.12 (“Company BenefitPlans”), shall survive until ninety (90) days following the expiration of theapplicable statute of limitations.

 

9.2           Indemnification bythe Sellers. Subject to the provisions and limitations contained in thisArticle IX, the Sellers hereby agrees to indemnify, defend and hold harmlessPurchaser, its Affiliates and the Company (collectively, the “SellersIndemnified Parties”) from and against any and all Losses, Actions,Proceedings, claims and Liabilities (collectively “Purchaser Losses”)which the Sellers Indemnified Parties may at any time sustain or incur,

 

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which are occasioned by, causedby or arise out of (i) any inaccuracy in or breach of any of therepresentations and warranties of the Sellers in this Agreement or any breachof any covenants or other agreements made by the Sellers in this Agreement tothe extent not waived in writing by Purchaser, (ii) all liabilities of theCompany, other than those incurred in the ordinary course of business, accruedas of the Closing Date, (iii) any indebtedness and transaction-related fees andliabilities which are unpaid at the Closing Date by the Company, subject to theprovision of Article 11.3 below, and (iv) any undisclosed liabilities of theCompany. The Sellers shall not have any right of contribution from the Companywith respect to any Purchaser Losses claimed by the Sellers Indemnified Partiesafter the Closing. Sellers are liable for the indemnification obligationsagainst Purchaser in proportion to the Shares they have sold to Purchaser underthe present Agreement. Further, Individual Sellers are jointly liable for theindemnification obligations of the Corporate Seller in respect of Purchaser.Among the Individual Sellers their liability for the indemnificationobligations of the Corporate Seller shall be in the proportion of the sharesthey transferred to the Corporate Seller as of 19 January 2006 as indicated inExhibit A.

 

9.3           Limitations ofSellers’ Liability. In the absence of fraud or intentionalmisrepresentation or intentional breach of warranty or covenant set forth inthis Agreement of the other Ancillary Agreements, the liability of the Sellersunder Section 9.2 shall be limited as follows: The maximum amount payableby the Sellers in respect of all claims for indemnification under thisAgreement will not exceed $1,000,000; provided, however, that this amount shallnot apply to any breaches of representations and warranties contained inSections 3.1 (“Authority”), 3.2 (“Corporate Existence of the Company”) andSection 3.3 (“Capital Stock”), where the maximum amount payable by the Sellersin respect of all claims pursuant to Sections 3.1, 3.2 and the first, secondand fourth sentences of Section 3.3 shall be limited to the Purchase Price, asadjusted pursuant to this Agreement. The Sellers shall not, further, be liablefor a claim arising out of a breach of the representations and warranties if(i) the notice of such claim is not given in writing by the Purchaser to theSellers within the time period set out in Section 9.1; (ii) the amount of theclaim does not exceed USD 10,000; or (iii) the aggregate amount of all claimsfor which the Sellers would be liable under this Agreement does not exceed USD25,000.

 

9.4           Mitigation of Loss.The Purchaser shall procure that all reasonable steps are taken and allreasonable assistance is given to avoid or mitigate any losses which, in theabsence of mitigation, might give rise to a liability in respect of a claimunder the representations and warranties.

 

9.5           Indemnification byPurchaser. Subject to the provisions and limitations herein contained,Purchaser hereby agrees to indemnify, defend and hold harmless the Sellers fromand against any and all Losses which the Sellers may at any time sustain orincur which are occasioned by, caused by or arise out of any inaccuracy inor breach of any of the representations, warranties or covenants made byPurchaser in this Agreement.

 

9.6           Limitation ofPurchaser’s Liability. The maximum amount payable by Purchaser in respectof all claims for indemnification under this Agreement will not exceed$1,000,000.

 

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9.7           Defense of ThirdParty Claims.

 

### (a)           Theindemnified party seeking indemnification under this Agreement shall promptlynotify the indemnifying party of the assertion of any claim, Actions and/orProceedings, or the commencement of any Action and/or Proceeding by any ThirdParty, in respect of which indemnity may be sought hereunder and will give theindemnifying party such information with respect thereto as the indemnifyingparty may reasonably request, but failure to give such notice shall not relievethe indemnifying party of any liability hereunder (except to the extent thatthe indemnifying party has suffered actual prejudice by such failure). Theindemnifying party shall have the right, but not the obligation, exercisable bywritten notice to the indemnified party within 10 days of receipt ofnotice from the indemnified party of the commencement of or assertion of anyclaim, Action, and/or Proceeding by a Third Party in respect of which indemnitymay be sought hereunder (a “Third-Party Claim”), to assume the defenseand control at its sole expense the settlement of such Third-Party Claim that(i) involves (and continues to involve) solely money damages or(ii) involves (and continues to involve) claims for both money damages andequitable relief against the Indemnified Party that cannot be severed, wherethe claims for money damages are the primary claims asserted by the Third Partyand the claims for equitable relief are incidental to the claims for moneydamages, and where the indemnified party reasonably determines (and continuesto reasonably determine) that defense of the claim by the indemnifying partywill not have a Material Adverse Effect on the indemnified party. If theindemnifying party does not assume the defense, the indemnified party shallassume control of the defense and all costs and expenses shall be PurchaserLosses.

###  

### (b)           Theindemnifying party or the indemnified party, as the case may be, shall have theright to participate in (but not control), at its own expense, the defense ofany of the aforesaid Third-Party Claims that the other is defending, asprovided in this Agreement.

###  

### (c)           Theindemnifying party, if it has assumed the defense of any of the aforesaidThird-Party Claims as provided in this Agreement, shall not, without theindemnified party’s prior written consent, enter into any compromise orsettlement that (i) results in any liability to the indemnified party,(ii) commits the indemnified party to take, or to forbear to take, anyaction or (iii) does not provide for a complete release by such ThirdParty of the indemnified party. The indemnifying party shall not, without theindemnified party’s prior written consent, enter into any compromise orsettlement where the amount of such compromise or settlement would cause the applicablecap on the indemnifying party’s liability, as provided herein, to be exceeded.The indemnified party shall have the sole and exclusive right to settle anyThird-Party Claim, with the consent of the indemnifying party, which shall notbe unreasonably withheld or delayed, on such terms and conditions as it deemsreasonably appropriate, to the extent such Third-Party Claim involves equitableor other nonmonetary relief against the indemnified party, and shall have theright to settle, at the indemnifying party’s sole expense, any Third-PartyClaim involving money damages for which the indemnifying party has not assumedthe defense pursuant to this Section 9.7 with the written consent of theindemnifying party, which consent shall not be unreasonably withheld ordelayed. Notwithstanding the foregoing, the indemnified party shall have theright to employ separate counsel at the indemnifying party’s expense and tocontrol its own defense of any such asserted liability if (i) there are ormay be legal defenses available to such indemnified party that are differentfrom or additional to those available to the indemnifying party or (ii) inthe reasonable opinion of counsel to such indemnified party, conflict orpotential

 

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### conflict exists between the indemnifying party and such indemnifiedparty that would make such separate representation advisable.

###  

9.8           The Sellers shallremain liable in respect of a claim arising from a breach of therepresentations and warranties if the Purchaser fails to act in accordance withSections 9.4 and 9.7 above; provided, however, the Sellers shall not be liablefor losses suffered by Purchasers failure to comply with Section 9.4.

 

9.9           The Purchaseracknowledges that the Purchase Price, as agreed between the parties, takesaccount of the limitations of the liabilities of the Sellers in Sections 9.3and 9.8, as contemplated by Section 314 (2) of the Act No. IV of 1959 on theCivil Code of the Republic of Hungary.

 

# **ARTICLE XTERMINATION**

# ** **

10.1         Termination. ThisAgreement may be terminated, and the transactions contemplated hereby may beabandoned:

 

### (a)           atany time before the Closing, by mutual written agreement of the Sellers and thePurchaser;

###  

### (b)           atany time before the Closing, by the Sellers or the Purchaser, in the event thatany Order or law becomes effective restraining, enjoining or otherwiseprohibiting or making illegal the consummation of any of the transactionscontemplated by this Agreement or any of the Ancillary Agreements, upon noticeto the non-terminating party by the terminating party;

###  

### (c)           atany time after 15 March, 2006, by Purchaser, by notice to the Sellers if theClosing shall not have occurred on or before such date and the failure of theClosing to occur is caused by the non-satisfaction of any of the conditions setforth in Section 8.2;

###  

### (d)           atany time after 15 March, 2006, by the Sellers, by notice to Purchaser if theClosing shall not have occurred on or before such date and the failure of theClosing to occur is caused by the non-satisfaction of any of the conditions setforth in Section 8.3;

###  

### (e)           atany time before Closing, by Purchaser, in the event that the Unaudited 2005Revenue for the fiscal year ended December 31, 2005 of the Company is less thanUS$7.0 million; or

###  

### (f)            atany time before Closing, by the Sellers, in the event that the Unaudited 2005Revenue for the fiscal year ended December 31, 2005 of the Company exceedsUS$9.8 million.

###  

10.2         Effect of Termination.If this Agreement is validly terminated pursuant to Section 10.1, thisAgreement will forthwith become null and void, and there will be no liabilityor obligation on the part of the Sellers or the Purchaser (or any of theirrespective officers,

 

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directors, employees, agents orother representatives or Affiliates), except as set for below and that theprovisions with respect to fees and expenses in Section 11.3 andconfidentiality in Section 11.4 and 11.6 will continue to apply following anysuch termination. Notwithstanding any other provision in this Agreement to thecontrary, upon termination of this Agreement pursuant to Section 10.1(other than pursuant to Section 10.1(a)) the Sellers or the Purchaser (asthe case may be) will remain liable to the other party for any willful breachof Section 5.6, and Section 6.2 of this Agreement existing at the time ofsuch termination, and the Sellers or the Purchaser (as the case may be) mayseek such remedies, including damages and fees of attorneys, against the otherwith respect to any such breach as are provided in this Agreement or as areotherwise available at law or in equity.

 

In the event that (i) all the conditions precedent setforth in Article VIII are satisfied or waived and the Sellers fail to complywith their obligations of closing set forth in Section 2.5 (b) or (ii) Sellerswillfully fail to satisfy the conditions set forth in Section 8.2 (includingthe failure to negotiate in good faith) as a consequence of which the Agreementbecomes terminated, Sellers shall pay to Purchaser a penalty (“*kötbér”*) of US$300,000 in cash by bank transfer not laterthan seven (7) business days after any such event/the termination of theAgreement. The Purchaser will have the right in such case to claim its damagesin excess of the penalty amount in accordance with the provisions of Hungarianlaw.

 

In the event that (i) all the conditions precedent setforth in Article VIII are satisfied or waived and the Purchaser fails to complywith its obligations of closing set forth in Section 2.5 (a) and (b) or (ii)Purchaser willfully fails to satisfy the conditions set forth in Section 8.3(including the failure to negotiate in good faith) as a consequence of whichthe Agreement becomes terminated, Purchaser shall pay to Sellers a penalty (“*kötbér”*) of US$300,000 in cash by bank transfer not laterthan seven (7) business days after any such event/the termination of theAgreement. The Sellers will have the right in such case to claim their damagesin excess of the penalty amount in accordance with the provisions of Hungarianlaw.

 

# **ARTICLE XIMISCELLANEOUS**

# ** **

11.1         Notices. Allnotices, requests and other communications hereunder must be in writing andwill be deemed to have been duly given only if delivered personally or byfacsimile transmission or mailed (first class postage prepaid) to the partiesat the following addresses or facsimile numbers:

 

If to Purchaser, to:

 

Albany Molecular Research Inc.21 Corporate CircleP.O. Box 15098

 

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Albany, NY 12212-5098United States of AmericaAttn: Director, Contracts, Licensing and Legal AffairsFacsimile: 518 867 4375

 

With a copy (which shall not constitute notice) to:

 

DLA Piper Rudnick Gray Cary US LLP1251 Avenue of the AmericasNew York, New York 10020-1104Attn: Thomas Slusarczyk, Esq.Facsimile: (212) 884-8495

 

If to the Sellers, to:

 

Jalsovszky Law FirmH-1053 BudapestMagyar u. 36.HungaryAttn: Pál JalsovszkyFacsimile: (36-1) 886 7899

 

Allsuch notices, requests and other communications will (i) if deliveredpersonally to the address as provided in this Section 11.1, be deemedgiven upon delivery, (ii) if delivered by facsimile transmission to thefacsimile number as provided in this Section 11.1, be deemed given upon receipt,and (iii) if delivered by mail in the manner described above to theaddress as provided in this Section 11.1, be deemed given upon receipt (ineach case regardless of whether such notice, request or other communication isreceived by any other person to whom a copy of such notice, request or othercommunication is to be delivered pursuant to this Section 11.1). Any partyfrom time to time may change its address, facsimile number or other informationfor the purpose of notices to that party by giving notice specifying suchchange to the other party hereto.

 

11.2         Entire Agreement. ThisAgreement and the Ancillary Agreements supersede all prior discussions andagreements between the parties with respect to the subject matter hereof andthereof, including, but not limited to, the Letter of Intent and contain thesole and entire agreement between the parties hereto with respect to thesubject matter hereof and thereof.

 

11.3         Expenses. Exceptas otherwise expressly provided in this Agreement whether or not thetransactions contemplated hereby are consummated, Purchaser will pay its owncosts and expenses (including all legal and accounting fees and expenses),incurred in connection with the negotiation, execution and closing of thisAgreement and the Ancillary Agreements and the transactions contemplated herebyand thereby (including regulatory filings and proceedings). Except as otherwiseexpressly provided in this Agreement and only if the transactions contemplatedhereby are consummated, the Sellers and Purchaser shall share equally in theCompany’s costs and expenses (including all legal and accounting fees andexpenses), incurred in connection with the negotiation, execution and closingof this Agreement and the Ancillary

 

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Agreements and the transactionscontemplated hereby and thereby (including regulatory filings and proceedings);provided, however, that Purchaser’s share in the Company’s cost and expensesshall be limited to $100,000, subject to Purchaser receiving appropriatedocumentation of the Company’s costs and expenses.

 

11.4         Public Announcements.At all times at or before the Closing, the Sellers and the Purchaser will notissue or make any reports, statements or releases to the public without theconsent of the other, which consent shall not be unreasonably withheld. Ifeither party is unable to obtain the approval of its public report, statementor release from the other party and such report, statement or release is, inthe opinion of legal counsel to such party, required by law, regulation, or theSecurities and Exchange Commission or NASDAQ, in order to discharge suchparty’s disclosure obligations, then such party may make or issue the legallyrequired report, statement or release and promptly furnish the other party witha copy thereof. The Sellers and the Purchaser will also obtain the otherparty’s prior approval of any press release to be issued immediately followingthe Closing announcing the consummation of the transactions contemplated bythis Agreement.

 

11.5         Default Interest. Ifeither of the Parties fails to pay any amount payable by it under thisAgreement on the due date of such payment, interest shall accrue on the overdueamount from the due date up to the date of the actual payment at a daily rateequivalent to

 

### (a)           BUBORplus 5% p.a. during the first 2 (two) months of the payment default andthereafter BUBOR plus 7% p.a. for payments in HUF; or

###  

### (b)           LIBORplus 5% p.a. during the first 2 (two) months of the payment default and thereafterLIBOR plus 7% p.a. for payments in USD.

###  

11.6         Confidentiality.Each party hereto will hold, and will cause its Affiliates, and theirrespective Representatives, to hold in strict confidence from any person (otherthan any such Affiliate), unless (i) compelled to disclose by judicial oradministrative process (including without limitation in connection withobtaining the necessary approvals of this Agreement and the transactionscontemplated hereby of Governmental or Regulatory Authorities) or by otherrequirements of law, (ii) compelled to disclose by the Securities and ExchangeCommission or NASDAQ, or (iii) disclosed in an Action or Proceedingbrought by a party hereto in pursuit of its rights or in the exercise of itsremedies hereunder (but only to the extent such party uses reasonable effortsto seek judicial protection from the public disclosure of such information),all documents and information concerning the other party or any of itsAffiliates furnished to it by the other party or such other party’sRepresentatives in connection with this Agreement or the transactionscontemplated hereby, except to the extent that such documents or informationcan be shown to have been (a) previously known by the party receiving suchdocuments or information; (b) in the public domain (either prior to orafter the furnishing of such documents or information hereunder) through nofault of such receiving party, or (c) later acquired by the receivingparty from another source if such source is under no obligation to anotherparty hereto to keep such documents and information confidential; provided thatfollowing the Closing the foregoing restrictions will not apply to Purchaser’suse of documents and information concerning the Company and its Subsidiariesfurnished by the Sellers hereunder. In the event the transactions contemplatedhereby are not consummated, upon the request of the other party, each partyhereto

 

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will, and will cause itsAffiliates, and their respective Representatives to, promptly (and in no eventlater than three (3) business days after such request) redeliver or causeto be redelivered all copies of confidential documents and informationfurnished by the other party in connection with this Agreement or thetransactions contemplated hereby and destroy or cause to be destroyed allnotes, memoranda, summaries, analyses, compilations and other writings relatedthereto or based thereon prepared by the party furnished such documents andinformation or its Representatives.

 

11.7         Further Assurances;

 

### (a)           Subjectto the terms and conditions of this Agreement, at any time or from time to timeafter the Closing, each of the parties hereto shall execute and deliver suchother documents and instruments, provide such materials and information andtake such other actions as may reasonably be necessary to fulfill itsobligations under this Agreement and the Ancillary Agreements to which it is aparty and to vest to Purchaser full title to all properties, assets, rights,approvals, immunities and franchises of the Company. Without limitation, theparties agree to execute all the declarations, statements and documentsrequired for the release of the Escrow Amount in accordance with the provisionsof the Escrow Agreement.

 

11.8         Waiver. Any termor condition of this Agreement may be waived at any time by the party that isentitled to the benefit thereof, but no such waiver shall be effective unlessset forth in a written instrument duly executed by or on behalf of the partyagainst whom such waiver is asserted. No waiver by any party of any term orcondition of this Agreement, in any one or more instances, shall be deemed tobe or construed as a waiver of the same or any other term or condition of thisAgreement on any future occasion. All remedies, either under this Agreement orby law or otherwise afforded, shall be cumulative and not alternative.

 

11.9         Amendment. ThisAgreement may be amended, supplemented or modified only by a written instrumentduly executed by or on behalf of each party hereto.

 

11.10       No Third PartyBeneficiary. The terms and provisions of this Agreement are intended solelyfor the benefit of each party hereto and their respective successors orpermitted assigns, and it is not the intention of the parties to conferthird-party beneficiary rights upon any other person other than any personentitled to indemnity under ARTICLE IX.

 

11.11       No Assignment; BindingEffect. Neither this Agreement nor any right, interest or obligationhereunder may be assigned by any party hereto without the prior written consentof the other party hereto and any attempt to do so will be void. Subject to thepreceding sentence, this Agreement is binding upon, inures to the benefit ofand is enforceable by the parties hereto and their respective successors andassigns. Notwithstanding the foregoing, the parties agree that the agreementmay be assigned by Purchaser to Kagyló 2005 Vagyonkezelő Kft.(with itsregistered seat at H-1123 Budapest, Alkotás u. 50).

 

11.12       Invalid Provisions.If any provision of this Agreement is held to be illegal, invalid orunenforceable under any present or future law, and if the rights or obligationsof any party hereto under this Agreement will not be materially affectedthereby, (a) this Agreement will be construed and enforced as if such illegal,invalid or unenforceable provision had never comprised a part hereof,(b) the remaining provisions of this Agreement will remain in full force

 

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and effect and will not beaffected by the illegal, invalid or unenforceable provision, and (c) inlieu of such illegal, invalid or unenforceable provision, there will be addedautomatically as a part of this Agreement a legal, valid and enforceableprovision as similar in economic and legal effect to such illegal, invalid orunenforceable provision as may be possible.

 

11.13       Governing Law. ThisAgreement shall be governed by and construed in accordance with the laws of theRepublic of Hungary applicable to a contract executed and performed in suchcountry, without giving effect to the conflicts of laws principles thereof.

 

11.14       Dispute Resolution. Allclaims, demands, disputes, controversies, differences, or misunderstandingsbetween the parties relating to this Agreement shall be settled by arbitration,in accordance with UNCITRAL arbitration rules, and any dispute will be broughtin Geneva, Switzerland and judgment on the award rendered by the arbitrator ofarbitrators may be entered and enforced in any court having jurisdiction.Nothing herein shall be construed to limit the right of either party toinitiate a lawsuit against the other party in the ordinary Hungarian courts.

 

11.15       Counterparts. ThisAgreement may be executed in counterparts, each of which will be deemed anoriginal, but all of which together will constitute one and the sameinstrument.

 

11.16       StockholderRepresentative. The Sellers shall, byexecuting the Agreement shall be deemed to have consented to and approved:(i) the use of the Escrow Account to satisfy the claims and rights underArticle IX hereof and otherwise in accordance with this Agreement;(ii) the appointment of dr. Pál Jalsovszky (the “StockholderRepresentative”) as the representatives in accordance with this Section11.16 hereof as representative of each Seller and as attorney-in-fact and agentfor and on behalf of each such Seller. Upon appointment, the StockholderRepresentative shall have full power and authority, including power ofsubstitution, acting in the name of and for and on behalf of such Seller, totake any and all actions and make any and all decisions under this Agreementand the other Ancillary Agreements which the Stockholder Representative, in itssole discretion, deems necessary or proper, including (i) to amend, waive orconsent to any provision of this Agreement and the other Ancillary Agreements,(ii) to negotiate, settle, compromise or otherwise resolve all claims relatingto indemnification or reimbursement pursuant to Article IX in its solediscretion, (iii) to do all other things and to take all other actions under orrelated to this Agreement and the other Ancillary Agreements which, in theirdiscretion, they may consider necessary or proper to effectuate thetransactions contemplated hereunder and thereunder to enforce and to protectthe rights and interests of the Sellers (including the StockholderRepresentative, in its capacity as a Seller) and to enforce and protect therights and interests of the Stockholder Representative arising out of or underor in any manner relating to this Agreement and the other Ancillary Agreements,(iv) to resolve any dispute with Purchaser and its Affiliates over any aspectof this Agreement and the other Ancillary Agreements on behalf of such Sellers,and (v) to enter into any contract, in each case to effectuate any of theforegoing from time to time which shall have the effect of binding such Sellersas if such Sellers had personally entered into such contract or made suchdecision or taken such action. All decisions and determinations made by theStockholder Representative shall be deemed to have been made on behalf of allof the Sellers. A decision, act, consent or instruction of theStockholder Representative will constitute a decision of all the Sellers andwill be final, binding and conclusive upon each such Seller, and Purchaser andits Affiliates may rely upon any such decision, act, consent or instruction ofthe Stockholder Representative as being

 

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the decision, act, consent orinstruction of each such Seller. Purchaser and its Affiliates are herebyrelieved from any damages to any person for any acts done by it in accordancewith such decision, act, consent or instruction of the StockholderRepresentative. Any person required to givenotice to the Sellers hereunder shall be deemed to have validly delivered suchnotice if such notice was delivered to the Stockholder Representative inaccordance with the provisions of Section 11.1. Upon the resignation,death, disability or refusal to act of the Stockholder Representative, theSellers may appoint a successor Stockholder Representative. If within 15 daysof such resignation, death, disability or refusal to act, a successorStockholder Representative is not appointed pursuant to the preceding sentencesof this Section 11.15, the Sellers having an aggregate ownership interest ofmore than 50 percent may appoint a successor Stockholder Representative bywritten consent or at a meeting of the Sellers called for the purpose ofelecting a successor Stockholder Representative. If the Sellers fail to appointa successor Stockholder Representative, any holder of an ownership interest maypetition any court of competent jurisdiction for the appointment of a successorStockholder Representative. This appointment andpower of attorney shall be deemed coupled with an interest**,** and all authority conferredhereby shall be irrevocable and shall not be subject to termination byoperation of law, whether by death, incapacity, liquidation, or dissolution ofany Seller or the occurrence of any other event or events, including assignmentby an Seller of any portion of such Seller’s interest hereunder. In the eventthis Agreement is terminated pursuant to Article X prior to Closing, theappointment contemplated by this Section 11.15 shall immediately terminate. TheStockholder Representative shall not be liable to any party hereto for anyaction taken or not taken by him or her under the terms hereof or the terms ofhis or hers appointment as Stockholder Representative, in the absence of grossnegligence or willful misconduct on his or her part.

 

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IN WITNESS WHEREOF, this Stock Purchase Agreement hasbeen duly executed and delivered by the duly authorized officer of each partyhereto as of the date first above written.

 

 
|                     | PURCHASER:                                                                               |
|--------------------------|------------------------------------------------------------------------------------------|
|                     |                                                                                     |
|                     | /s/ Thomas E. D'Ambra, Ph.D.                                                             |   |
|                     | KAGYLÓ 2005 VAGYONKEZELŐ KFT.                                                  |
|                     | Name: Thomas E. D'Ambra, Ph.D.                                                           |
|                     | Title: Chairman of the Board, President                                                  |
|                     |           and Chief  Executive Officer |
| SELLERS:                 |
|                     |
|                     |                                                                                     |   |
| /s/ Dr. Ferenc Darvas    |                                                                                     | /s/ Dr. Ferencné Darvas |
| Dr. Ferenc Darvas        |                                                                                     | Dr. Ferencné Darvas |
|                     |                                                                                     |   |
| /s/ Margit Varga Darvas  |                                                                                     | /s/ Gergely Darvas |
| Margit Varga Darvas      |                                                                                     | Gergely Darvas |
|                     |                                                                                     |   |
| /s/ Pálné Tari |                                                                                     | /s/ Dr. László Ürge |
| Pálné Tari     |                                                                                     | Dr. László Ürge |
|                     |                                                                                     |   |
| /s/ Alexander Drijver    |                                                                                     | /s/ Mihály Hanyecz |
| Alexander Drijver        |                                                                                     | Mihály Hanyecz |
|                     |                                                                                     |   |
|                     | /s/ Dr. Ferenc Darvas                                                                    |   |
|                     | DARHOLDING VAGYONKEZELŐ KFT. B.A.                                                   |
|                     | Name: Dr. Ferenc Darvas                                                                  |
|                     | Title: Majority Partner                                                                  |
|                          |                                                                                          |  |  |  |  |  |

 

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 The following Schedules and Exhibits to this Stock Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.

 
| Disclosure Schedules of the Seller. |
|-------------------------------------|
|                                |
|                                |
| EXHIBITS                            |
|                                |
|                                |
| Exhibit A                           |   | The Shares Held By Each Seller And The Shares Contributed By The Individual Sellers Into The Corporate Seller |
| Exhibit B                           |   | Form of the Escrow Agreement |
| Exhibit C                           |   | Form of the Van Zijll Consulting Agreement |
| Exhibit D                           |   | Form of Lease Agreement |
| Exhibit E                           |   | Form of Employment Termination Agreements |
| Exhibit F                           |   | Form of Employment Agreement |
| Exhibit G                           |   | Form of Acknowledgement Letter |
| Exhibit H                           |   | Form of The Cominnex Consulting Agreement |

 

Albany Molecular Research, Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that Albany Molecular Research, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

 

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