exv4w14



 




Exhibit 4.14




2000



SUBSCRIPTION AGREEMENT



between



PEPTIDE THERAPEUTICS GROUP plc



and



BAXTER INTERNATIONAL INC.


 

 

 

 

 

 

Weil, Gotshal & Manges



 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	

	1	 	
DEFINITIONS AND INTERPRETATION
	 	 	1	 
	2	 	
AGREEMENT TO SUBSCRIBE
	 	 	8	 
	3	 	
COMPLETION
	 	 	9	 
	4	 	
ANNOUNCEMENTS
	 	 	11	 
	5	 	
RESTRICTIONS ON SALES AND NO STANDSTILL
	 	 	11	 
	6	 	
APPOINTMENT OF DIRECTOR
	 	 	13	 
	7	 	
COMPANY’S WARRANTIES
	 	 	14	 
	8	 	
BAXTER’S WARRANTIES
	 	 	18	 
	9	 	
CHANGE OF CONTROL
	 	 	19	 
	10	 	
FURTHER TERMS
	 	 	19	 
	11	 	
COSTS
	 	 	20	 
	12	 	
FURTHER ASSURANCE
	 	 	20	 
	13	 	
GENERAL
	 	 	20	 
	14	 	
ASSIGNMENT AND THIRD PARTY RIGHTS
	 	 	21	 
	15	 	
NOTICES
	 	 	21	 
	16	 	
GOVERNING LAW AND JURISDICTION
	 	 	21	 
	17	 	
COUNTERPARTS
	 	 	22	 



 






 



THIS AGREEMENT is made on                  2000 between the following parties:



	(1)	 	PEPTIDE THERAPEUTICS GROUP plc, a company incorporated in England and
Wales (registered no: 2863682) whose registered office is at Peterhouse
Technology Park, 100 Fulbourn Road, Cambridge CB1 9PT (the “Company”); and
	 
	(2)	 	BAXTER INTERNATIONAL INC., a company incorporated in Delaware whose
principal place of business is at One Baxter Parkway, Deerfield, IL
60015-4633, USA (“Baxter”).



WHEREAS


	(A)	 	The Company is a public company limited by shares incorporated on 19
October 1993 in England and Wales under the Companies Act 1985 and having
at the date hereof an authorised share capital of £10,000,000 divided into
100,000,000 ordinary shares of 10p each, of which 78,934,358 such shares
are issued and fully paid.
	 
	(B)	 	On the terms and conditions set out herein Baxter has agreed to subscribe
and the Company has agreed to allot to Baxter a number of ordinary shares
of 10p each in the Company.



IT IS AGREED as follows:-




	1	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	The Recitals form part of this Agreement and any references to this
Agreement shall include the Recitals.
	 
	1.2	 	In this Agreement the following words and expressions shall have the
following meanings:-




	 	 	 
	“Act”	 	
the Companies Act 1985
	 
	“acting in concert”	 	
shall bear the same meaning as in the Code
	 
	“Admission”	 	
means Admission to Listing together with
Admission to Trading
	 
	“Admission to Listing”	 	
admission to the Official List of the UK Listing
Authority and such admission becoming effective
by the UK Listing Authority disseminating an
announcement in accordance with paragraph 7.1 of
Chapter 7 of the Listing Rules
	 
	“Admission to Trading”	 	
admission to trading on the London Stock Exchange
	 
	“Appointment Letter”	 	
means the letter of appointment in the agreed
form between the Company and the Baxter Director
(as defined in Clause 6.1) setting out the terms
of the appointment of the Baxter Director to the
Board



1






 




	 	 	 
	“Arilvax Sub-Distribution
Agreement”	 	
means the agreement between PTL and Baxter
Healthcare Corporation in the agreed form to be
entered into once the Medeva Consent is obtained
by PTL whereby PTL appoints Baxter Healthcare
Corporation as its exclusive sub-distributor for
Arilvax in the USA
	 
	“Articles”	 	
means the current articles of association of the
Company
	 
	“Baxter Group”	 	
Baxter and any holding company or subsidiary of
Baxter or a subsidiary of a holding company of
Baxter from time to time
	 
	“Baxter Person”	 	
means (i) Baxter, (ii) any member of the Baxter
Group and (iii) any person or persons with whom
Baxter or any member of the Baxter Group are
acting in concert in relation to the Company
	 
	“Board”	 	
means the board of directors of the Company from
time to time
	 
	“business day”	 	
means a day other than a Saturday or Sunday on
which banks in the City of London are open for
all forms of normal banking business
	 
	“Change of Control”	 	
means the acquisition by any person or persons
(other than a Baxter Person or any Baxter
Persons and any Baxter Persons in a concert
party with non-Baxter Persons shall be
disregarded in determining whether there has
been a Change of Control) who in relation to
each other are acting in concert of such number
of shares in the Company which, when added to
any shares in the Company already held or
controlled by them, confer in aggregate more
than 50% of the total voting rights conferred by
all the shares in the capital of the Company for
the time being in issue and having the right to
attend and vote at general meetings of the
Company
	 
	“Circular”	 	
means the circular to be sent by the Company to
its shareholders in connection with the
Subscription and which comprises listing
particulars and a Class 1 circular in relation
to the Company and which contains the notice
convening the EGM
	 
	“Code”	 	
means The City Code on Takeovers and Mergers



2






 




	 	 	 
	“Commercial Agreements”	 	
means (a) each of the Option Agreement, the
Contract Manufacturing Agreement and the Vero
Cell Know-How Licence or if, at Completion,
Medeva consent has been obtained (b) each of the
Arilvax Sub-Distribution Agreement, the Contract
Manufacturing Agreement and the Vero Cell
Know-How Licence and severally each is a
“Commercial Agreement”
	 
	“Company’s Solicitors”	 	
Weil, Gotshal & Manges, One South Place, London

EC2M 2WG
	 
	“Completion”	 	
completion of the subscription of the First
Subscription Shares in accordance with Clause 3
	 
	“Contract Manufacturing
Agreement”	 	
means the agreement between Baxter Healthcare
Corporation, Baxter Healthcare S.A, OraVax and
the Company in the agreed form to be entered
into on Completion whereby the aforementioned
Baxter companies appoint OraVax as their
exclusive manufacturer for certain vaccine
intermediates, such manufacturing functions to
be performed by OraVax at the Canton facility in
Massachusetts, USA
	 
	“Directors”	 	
means the directors of the Company as at the
date of this Agreement
	 
	“EGM”	 	
the extraordinary general meeting of the Company
to be convened for 4 December 2000 as soon as
practicable thereafter but in any event on or
before 28 December 2000 for the purpose of
passing the Resolutions pursuant to the notice
of EGM included in the Circular
	 
	“disposal”	 	
means, in respect of the Subscription Shares and
any other Ordinary Shares, any sale, grant of
options, transfer, charge, pledge, hypothecation
or other disposal of any nature whatsoever, and
"dispose” shall be construed accordingly
	 
	“First Subscription”	 	
the subscription of the First Subscription
Shares by Baxter pursuant to the terms of this
Agreement
	 
	“First Subscription Amount”	 	
£10,431,880
	 
	“First Subscription Date”	 	
4 December 2000 or if later the day of the
passing of the Resolutions
	 
	“First Subscription Price”	 	
means in relation to the First Subscription
Shares 115p per share
	 
	“First Subscription Shares”	 	
9,071,200 Ordinary Shares



3






 




	 	 	 
	“Fourth Subscription”	 	
the subscription of the Fourth Subscription
Shares by Baxter pursuant to the terms of this
Agreement
	 
	“Fourth Subscription Amount”	 	
£6,954,586.50 less the Rights Issue Amount (if
any) in accordance with Clause 10.5 and only to
the extent that the same Rights Issue Amount has
not been deducted from the Second Subscription
Amount or Third Subscription Amount
	 
	“Fourth Subscription Date”	 	
1 June 2003
	 
	“Fourth Subscription Price”	 	
means in relation to the Fourth Subscription
Shares 150p per share
	 
	“Fourth Subscription Shares”	 	
means the number of Ordinary Shares (rounded
down to the nearest whole number) which is
calculated by dividing the Fourth Subscription
Amount by the Fourth Subscription Price
	 
	“FSA”	 	
the Financial Services Act 1986
	 
	“Group”	 	
the Company and its subsidiaries and subsidiary
undertakings
	 
	“Group Company”	 	
the Company or one of its subsidiaries or
subsidiary undertakings
	 
	“Healthcare Organisation”	 	
any organisation (including its subsidiary,
holding and associated companies) in which the
majority of the organisation’s activities are
that of providing healthcare, pharmaceutical or
other related goods or services
	 
	“Listing Rules”	 	
the listing rules made by the UK Listing
Authority for the purposes of Part IV of the FSA
and in the exercise of its functions in respect
of the admission of securities to the Official
List otherwise than in accordance with Part IV
of the FSA 1986
	 
	“London Stock Exchange”	 	
London Stock Exchange plc
	 
	“Medeva Consent”	 	
the consent of Medeva to the appointment of
Baxter Healthcare Corporation as PTL’s
sub-distributor of Arilvax on the terms and
conditions of the Arilvax Sub-Distribution
Agreement



4






 




	 	 	 
	“Option Agreement”	 	
means the agreement between PTL and Baxter
Healthcare Corporation in the agreed form to be
entered into on Completion pursuant to which
Baxter Healthcare Corporation shall provide
advice, assistance and consultancy services to
PTL pending receipt of the Medeva Consent and
whereby PTL grants Baxter Healthcare Corporation
the exclusive option to enter into the Arilvax
Sub-Distribution Agreement within ten (10)
business days of receiving written notification
from PTL that Medeva Consent has been obtained
	 
	“OraVax”	 	
OraVax Inc. a wholly-owned US subsidiary of the
Company
	 
	“Ordinary Shares”	 	
ordinary shares of 10p each in the capital of
the Company as consolidated or subdivided from
time to time
	 
	“PTL”	 	
Peptide Therapeutics Limited, a wholly-owned
subsidiary of the Company
	 
	“Press Announcement”	 	
the press announcement giving information
relating, inter alia, to this Agreement and the
Commercial Agreements in the agreed form
	 
	“Qualifying Rights Issue”	 	
means an offer by the Company to its
shareholders to subscribe for new Ordinary
Shares on a pre-emptive basis at a price per new
Ordinary Share of less than 130p
	 
	“Relevant Date”	 	
means the earlier of (i) third anniversary of
the First Subscription Date and (ii) 15 December
2003
	 
	“Resolutions”	 	
means (i) an ordinary resolution of the Company
increasing the authorised share capital of the
Company by an amount at least sufficient to
enable allotment of the Subscription Shares to
Baxter; (ii) an ordinary resolution of the
Company conferring on the Board authority
pursuant to section 80 of the Act at least
sufficient to enable allotment of the
Subscription Shares to Baxter; (iii) a special
resolution of the Company conferring on the
Board power pursuant to section 95 of the Act at
least sufficient to enable allotment of the
Subscription Shares to Baxter without the need
to offer them first to shareholders of the
Company; and (iv) an ordinary resolution of the
Company approving the Subscription and the
Commercial Agreements



5






 




	 	 	 
	“Rights Issue Amount”	 	
means the sterling amount subscribed by Baxter
from time to time for new Ordinary Shares in
taking up its entitlement to new Ordinary Shares
pursuant to a Qualifying Rights Issue
	 
	“Second Subscription”	 	
the subscription of the Second Subscription
Shares by Baxter pursuant to the terms of this
Agreement
	 
	“Second Subscription Amount”	 	
£3,477,293.30 less the Rights Issue Amount (if
any) in accordance with Clause 10.5
	 
	“Second Subscription Date”	 	
1 June 2001
	 
	“Second Subscription Price”	 	
means in relation to the Second Subscription
Shares 130p per share
	 
	“Second Subscription Shares”	 	
means the number of Ordinary Shares (rounded
down to the nearest whole number) which is
calculated by dividing the Second Subscription
Amount by the Second Subscription Price
	 
	“Subscription”	 	
the subscription of the Subscription Shares by
Baxter pursuant to the terms of this Agreement
	 
	“Subscription Amount”	 	
means the Second Subscription Amount, the Third

Subscription Amount or the Fourth Subscription

Amount as the context so requires
	 
	“Subscription Dates”	 	
means each of the First Subscription Date, the
Second Subscription Date, the Third Subscription
Date and the Fourth Subscription Date and each
is a “Subscription Date”
	 
	“Subscription Shares”	 	
up to 21,349,994 Ordinary Shares to be
subscribed by Baxter pursuant to the terms of
this Agreement
	 
	“Supplemental Warranties”	 	
the representations and warranties contained in
Clause 7.11
	 
	“Third Subscription”	 	
the subscription of the Third Subscription
Shares by Baxter pursuant to the terms of this
Agreement
	 
	“Third Subscription Amount”	 	
£6,954,586.80 less the Rights Issue Amount (if
any) in accordance with Clause 10.5 and only to
the extent that the same Rights Issue Amount has
not been deducted against the Second
Subscription Amount
	 
	“Third Subscription Date”	 	
1 June 2002
	 
	“Third Subscription Price”	 	
means in relation to the Third Subscription
Shares 140p per share



6






 




	 	 	 
	“Third Subscription Shares”	 	
means the number of Ordinary Shares (rounded
down to the nearest whole number) which is
calculated by dividing the Third Subscription
Amount by the Third Subscription Price
	 
	“UK Listing Authority”	 	
means the Financial Services Authority acting in
its capacity as the competent authority for the
purposes of Part IV of the FSA and in the
exercise of its functions in respect of the
admission to the Official List otherwise than in
accordance with Part IV of the FSA, including
where the context so permits, any committee,
employee, officer or servant to whom any
function of the UK Listing Authority may for the
time being be delegated
	 
	“Vero Cell Know-How Licence”	 	
means the agreement between OraVax and Baxter AG
in agreed form to be entered into at Completion
whereby Baxter AG grants to OraVax the sole
right and licence to use a working cell bank of
Vero Cell Line and technical information
relating to the same for the making, using and
selling of West Nile and Japanese encephalitis
vaccines throughout the world
	 
	“Warranties”	 	
means the representations and warranties
contained in Clause 7.1




	1.3	 	In this Agreement, a reference to:




	 	  1.3.1	 	a “subsidiary” or “holding company” shall be construed in
accordance with section 736 of the Act and a reference to
“subsidiary undertaking” shall be construed in accordance with
section 258 of the Act.
	 
	 	  1.3.2	 	a document in the “agreed form” is a reference to a document
in a form approved and for the purposes of identification signed by
or on behalf of the parties or in such other form as may be agreed
by or on behalf of the parties;
	 
	 	  1.3.3	 	a statutory provision includes a reference to:-




	 	  (a)	 	a statutory provision as modified or
re-enacted or both before the date of this Agreement; and
	 
	 	  (b)	 	any subordinate legislation made under the
statutory provision before the date of this Agreement;




	 	  1.3.4	 	person includes a reference to any body corporate,
unincorporated association or partnership;
	 
	 	  1.3.5	 	a person includes a reference to that person’s legal
personal representatives, successors and assigns;
	 
	 	  1.3.6	 	a Clause or Schedule, unless the context otherwise requires,
is a reference to a Clause of or schedule to this Agreement;



7






 






	1.4	 	The headings in this Agreement shall not affect the interpretation of
this Agreement.
	 
	1.5	 	References to interests in Ordinary Shares or any other shares (whether
in the Company or otherwise) shall be construed in accordance with
Sections 198 to 209 of the Act and “interested” shall be construed
accordingly.
	 
	2	 	AGREEMENT TO SUBSCRIBE
	 
	2.1	 	Subject to and conditional only upon the passing of the Resolutions at
the EGM and subject to clause 2.3, Baxter agrees:




	 	  2.1.1	 	on the First Subscription Date to subscribe the First
Subscription Amount for the First Subscription Shares at the First
Subscription Price;
	 
	 	  2.1.2	 	on the Second Subscription Date to subscribe the Second
Subscription Amount for the Second Subscription Shares at the Second
Subscription Price;
	 
	 	  2.1.3	 	on the Third Subscription Date to subscribe the Third
Subscription Amount for the Third Subscription Shares at the Third
Subscription Price; and
	 
	 	  2.1.4	 	on the Fourth Subscription Date to subscribe the Fourth
Subscription Amount for the Fourth Subscription Shares at the Fourth
Subscription Price




	 	 	  and the Company agrees to allot and issue the respective Subscription
Shares to Baxter on the respective Subscription Dates.




	2.2	 	The Subscription Shares to be issued to Baxter pursuant to Clause 2.1
shall be issued fully paid up and free from all liens, charges and
encumbrances and shall on issue rank pari passu in all respects with
existing Ordinary Shares then in issue.
	 
	2.3	 	At any time after the First Subscription Date, Baxter may, by giving to
the Company 15 business days’ written notice, set a revised subscription
date for the Second Subscription, the Third Subscription and the Fourth
Subscription (the “Accelerated Subscription Date”). In the event that the
Company is required by the Listing Rules to issue listing particulars in
relation to the Second, Third and Fourth Subscription the Accelerated
Subscription Date shall be the first practicable day following the
publication of the listing particulars by the Company. On the Accelerated
Subscription Date, Baxter shall subscribe for the Second Subscription
Shares, the Third Subscription Shares and the Fourth Subscription Shares
at the relevant price referred to in clauses 2.1.2, 2.1.3 and 2.1.4
respectively. In the event that Baxter serves a notice pursuant to this
clause 2.3, the Company and Baxter shall comply with their respective
obligations as set out in clauses 3.3, 3.4 and 3.5 on the Accelerated
Subscription Date.
	 
	2.4	 	The Company agrees to convene the EGM for a date no later than 28
December 2000 and to use reasonable endeavours to procure that the EGM is
held on or prior to such date and that the Resolutions are duly passed at
the EGM. If all of the Resolutions are not duly passed at an EGM held on
or before 28 December 2000 the parties shall have no further obligations
whatsoever to each other in relation to the Subscriptions or the
Commercial Agreements. The Company shall obtain Baxter’s approval (such
approval not to be unreasonably withheld) to the sections in the Circular
which describe the Baxter Group, its business or the arrangements
contemplated by this Agreement.



8






 





	2.5	 	In the event that between the date of the Circular and the date of the
EGM a director of the Company publicly states that he no longer supports
the proposed transaction described in the Circular (the “Transaction”) and
accordingly the Board is unable to unanimously recommend the Transaction
or should the Board change its recommendation of the Transaction prior to
the EGM and the Resolutions are not passed by the requisite shareholder
majority then the Company shall pay to Baxter within 30 days of the EGM an
abort fee of £200,000.
	 
	3 	 	COMPLETION
	 
	3.1	 	Completion of the First Subscription shall take place on the First
Subscription Date when:-




	 	  3.1.1	 	Baxter shall pay the Company the First Subscription Amount
for the First Subscription Shares by telegraphic transfer to the
following account (the “Peptide Account”):-




	 	 	 	Account Name:

Account Number:

Sort Code:

Bank:	Peptide Therapeutics Group plc

40683167

20-17-19

Barclays Bank, Bene’t Street Business Centre,
PO Box No. 2, Cambridge, CB2 3PZ




	 	  3.1.2	 	the Company shall allot the First Subscription Shares to
Baxter subject only to Admission becoming effective and will deliver
to Baxter a certified copy of the resolution of the Board making
such conditional allotment;
	 
	 	  3.1.3	 	the Company shall instruct the registrars to deliver to
Baxter a duly executed share certificate in respect of the First
Subscription Shares within 5 business days of Admission;
	 
	 	  3.1.4	 	Baxter shall deliver the Commercial Agreements to the
Company duly executed by Baxter, Baxter Healthcare Corporation,
Baxter Healthcare S.A. or Baxter AG (as appropriate); and
	 
	 	  3.1.5	 	the Company shall deliver to Baxter the Commercial
Agreements duly executed by OraVax, PTL or the Company (as
appropriate).





	3.2	 	Neither party is obliged to complete this Agreement unless the other
party complies with its obligations under Clause 3.1. The Company will
use reasonable endeavours to procure Admission of the First Subscription
Shares and pending Admission all matters relating to completion of the
First Subscription shall be held in escrow by the Company’s Solicitors.
Immediately on Admission all matters relating to completion of the First
Subscription shall be released from escrow by the Company’s Solicitors.
If Admission of the First Subscription Shares does not become effective on
or before the fifteenth business day (or such later date as Baxter and the
Company may agree) following the allotment of the First Subscription
Shares (the “First End Date”) Baxter may at its option terminate this
Agreement. If Baxter does not terminate in such circumstances the Company
will be under a continuing obligation to use reasonable endeavours to
procure Admission of the First Subscription Shares within 90 days of the
First End Date (the “Second End Date”). The Agreement will terminate if
Admission of the First Subscription Shares does not occur by the Second
End Date. In the event of termination upon the First or Second End Date
the parties shall have no obligations whatsoever to 



9






 





	 	 	each other in relation
to the Subscriptions or the Commercial Agreements and the Company shall
repay to Baxter the First Subscription Price (with interest actually
earned by the Company in the period) paid by Baxter to the Company
pursuant to Clause 3.1.1 above.
	 
	3.3	 	On the Second Subscription Date:




	 	  3.3.1	 	Baxter shall pay to the Company the Second Subscription
Amount for the Second Subscription Shares by telegraphic transfer to
the Peptide Account;
	 
	 	  3.3.2	 	the Company shall allot the Second Subscription Shares to
Baxter; and
	 
	 	  3.3.3	 	the Company shall instruct the registrars to deliver to
Baxter a duly executed share certificate in respect of the Second
Subscription Shares within 5 business days of Admission.




	 	 	The Company will use reasonable endeavours to procure Admission of the
Second Subscription Shares and pending Admission all matters relating to
completion of the Second Subscription shall be held in escrow by the
Company’s Solicitors. Immediately on Admission all matters relating to
completion of the Second Subscription shall be
released from escrow by the Company’s Solicitors. If Admission of the
Second Subscription Shares does not become effective on or before the
fifteenth business day (or such later date as Baxter and the Company may
agree) following the allotment of the Second Subscription Shares (the
“Third End Date”) Baxter may at its option terminate this Agreement. If
Baxter does not terminate in such circumstances the Company will be under
a continuing obligation to use reasonable endeavours to procure Admission
of the Second Subscription Shares within 90 days of the Third End Date
(the “Fourth End Date”). The Agreement will terminate if Admission of
the Second Subscription Shares does not occur by the Fourth End Date. In
the event of termination upon the Third or Fourth End Date the parties
shall have no obligations whatsoever to each other in relation to the
Second Subscription and the Company shall repay to Baxter the Second
Subscription Price (with interest actually earned by the Company in the
period) paid by Baxter to the Company.




	  3.4	 	On the Third Subscription Date:




	 	  3.4.1	 	Baxter shall pay the Company the Third Subscription Amount
for the Third Subscription Shares by telegraphic transfer to the
Peptide Account;
	 
	 	  3.4.2	 	the Company shall allot the Third Subscription Shares to
Baxter; and
	 
	 	  3.4.3	 	the Company shall instruct the registrars to deliver to
Baxter a duly executed share certificate in respect of the Third
Subscription Shares within 5 business days of Admission.




	 	 	The Company will use reasonable endeavours to procure Admission of the
Third Subscription Shares and pending Admission all matters relating to
completion of the Third Subscription shall be held in escrow by the
Company’s Solicitors. Immediately on Admission all matters relating to
completion of the Third Subscription shall be released from escrow by the
Company’s Solicitors. If Admission of the Third Subscription Shares does
not become effective on or before the fifteenth business day (or such
later date as Baxter and the Company may agree) following the allotment
of the Third Subscription Shares (the “Fifth End Date”) Baxter may at its
option terminate this Agreement. If 



10






 





	 	 	Baxter does not terminate in such
circumstances the Company will be under a continuing obligation to use
reasonable endeavours to procure Admission of the Third Subscription
Shares within 90 days of the Fifth End Date (the “Sixth End Date"). The
Agreement will terminate if Admission of the Third Subscription Shares
does not occur by the Sixth End Date. In the event of termination on the
Fifth or Sixth End Date the parties shall have no obligations whatsoever
to each other in relation to the Third Subscription and the Company shall
repay to Baxter the Third Subscription Price (with interest actually
earned by the Company in the period) paid by Baxter to the Company.




	3.5	 	On the Fourth Subscription Date:




	 	  3.5.1	 	Baxter shall pay to the Company the Fourth Subscription
Amount for the Fourth Subscription Shares by telegraphic transfer to
the Peptide Account;
	 
	 	  3.5.2	 	the Company shall allot the Fourth Subscription Shares to
Baxter ; and
	 
	 	  3.5.3	 	the Company shall instruct the registrars to deliver to
Baxter a duly executed share certificate in respect of the Fourth
Subscription Shares within 5 business days of Admission.




	 	 	The Company will use reasonable endeavours to procure Admission of the
Fourth Subscription Shares and pending Admission all matters relating to
completion of the Fourth Subscription shall be held in escrow by the
Company’s Solicitors. Immediately on Admission all matters relating to
completion of the Fourth Subscription shall be released from escrow by
the Company’s Solicitors. If Admission of the Fourth Subscription Shares
does not become effective on or before the fifteenth business day (or
such later date as Baxter and the Company may agree) following the
allotment of the Fourth Subscription Shares (the “Seventh End Date”)
Baxter may at its option terminate this Agreement. If Baxter does not
terminate in such circumstances the Company will be under a continuing
obligation to use reasonable endeavours to procure Admission of the
Fourth Subscription Shares within 90 days of the Seventh End Date (the
“Eighth End Date”). The Agreement will terminate if Admission does not
occur by the Eighth End Date. In the event of termination on the Seventh
or Eighth End Date the parties shall have no obligations whatsoever to
each other in relation to the Fourth Subscription and the Company shall
repay to Baxter the Fourth Subscription Price (with interest actually
earned by the Company in the period) paid by Baxter to the Company.





	4	 	ANNOUNCEMENTS




	 	 	The Press Announcement shall be issued (including to the UK Listing
Authority) immediately following execution of this Agreement. Apart from
the Press Announcement no other public announcement, communication or
circular (other than the Circular or to the extent required by law, a
regulatory authority, the UK Listing Authority, The London Stock Exchange
or the Panel on Takeovers and Mergers) concerning the transactions
referred to in this Agreement shall be made or despatched by any party
without the prior written consent of the other party (such consent not to
be unreasonably withheld or delayed).





	5	 	RESTRICTIONS ON SALES AND NO STANDSTILL
	 
	5.1	 	Baxter undertakes and agrees with the Company that:-




	 	  5.1.1	 	during the period from the date of this Agreement up to and
including the Relevant Date, it will retain (1) all the Subscription
Shares subscribed for by it; 



11






 





	 		 	(2) Ordinary Shares subscribed for by
it by reference to Subscription Shares pursuant to a Qualifying
Rights Issue but only where Baxter elects to deduct the Rights Issue
Amount from a Subscription in accordance with Clause 10.5 (“Rights
Shares”); and (3) any Ordinary Shares which are issued to it by way
of capitalisation of profits or bonus issue in respect of any of the
Subscription Shares or the Rights Shares subscribed for by it, and
during such period will not dispose of or agree to dispose of any
interest in all or any such Subscription Shares, Rights Shares or
Ordinary Shares;
	 
	 	  5.1.2	 	after the Relevant Date, any disposal by Baxter of Ordinary
Shares acquired or subscribed for by it (together with any Ordinary
Shares issued by way of capitalisation of profits or bonus issue in
respect of such Ordinary Shares) during the period from the date of
this Agreement up to and including the Relevant Date be made through
the Company’s brokers so long as the terms on which they are willing
to effect the sale are no less advantageous to Baxter than terms
which Baxter can obtain from elsewhere; and
	 
	 	  5.1.3	 	in the event that the Company makes an off market purchase
of Ordinary Shares approved by the Company’s shareholders which has
the effect of increasing Baxter’s interest in the share capital of the Company
to twenty per cent. (20%) or more of the issued share capital of
the Company, then notwithstanding Clause 5.1.1, Baxter shall be
permitted to sell such number of Subscription Shares or Rights
Shares as would have the effect of reducing its interest in the
issued share capital of the Company to nineteen point nine per
cent. (19.9%).




	5.2	 	The restrictions contained in Clause 5.1 shall not apply to any of the
following:-




	 	  5.2.1	 	any compromise or arrangement under Section 425 of the Act
providing for the acquisition by any person (or group of persons
acting in concert) of 50 per cent. or more of the equity share
capital of the Company; or
	 
	 	  5.2.2	 	any scheme of reconstruction under Section 110 of the
Insolvency Act 1986 in relation to the Company; or
	 
	 	  5.2.3	 	an acceptance by Baxter of a general offer for the share
capital of the Company made in accordance with the Code or otherwise
where such offer relates to the entire share capital of the Company
other than any shares held or controlled by the offeror or persons
acting in concert with him or it for the purposes of the Code in
relation to such offer and which is either (i) recommended by the
Board of Directors of the Company or (ii) unconditional as to
acceptances; or
	 
	 	  5.2.4	 	to the sale, transfer or other disposal of any title to or
interest in any Ordinary Shares which are subject to Clause 5.1 by
Baxter to any member of the Baxter Group PROVIDED THAT:-




	 	(a)	 	any such transferee shall first agree with
the Company to be bound by the restrictions to which Baxter
is subject under this Agreement as regards such interests
by execution of a deed of adherence in a form approved by
the Company (such approval not to be unreasonably
withheld); and



12






 





	 	(b)	 	in the event that any such transferee
ceases to be such a subsidiary or subsidiary undertaking,
any such interest in any such Ordinary Shares will first be
transferred to Baxter or any of its subsidiaries or
subsidiary undertakings as Baxter shall specify and shall
be held subject to the restrictions to which Baxter is
subject under this Agreement.




	5.3	 	Baxter will procure that any Baxter Person who acquires any Ordinary
Shares at any time during the period from the date of this Agreement until
the Relevant Date (and irrespective of whether such Ordinary Shares are
subscribed for or otherwise acquired and irrespective of whether they are
acquired from Baxter or another Baxter Person or otherwise) complies with
the provisions of clause 5.1, subject only to the exceptions contained in
clause 5.2
	 
	5.4	 	This Agreement does not in any way restrict or prevent Baxter or any
Baxter Person from acquiring further shares in the Company. Baxter
acknowledges that it is bound by the provisions of the Code and undertakes
to the Company to comply at all times with the provisions of the Code.
	 
	6	 	APPOINTMENT OF DIRECTOR
	 
	6.1	 	Upon Completion, and subject to the Articles, the Directors will appoint
a person nominated in writing by Baxter as a non-executive director of the
Company (the “Baxter Director”). The Baxter Director must be acceptable
to the Directors, such acceptance not to be unreasonably withheld and will
be appointed on the terms of the Appointment Letter and subject to the
memorandum and articles of association of the Company. Baxter has the
right on giving written notice to the Company at any time, subject always
to Baxter procuring the resignation of the existing Baxter Director to
nominate another person to be the Baxter Director in place of the Baxter
Director previously nominated by Baxter whereupon the Directors will
appoint such person (being acceptable to the Directors, such acceptance
not to be unreasonably withheld). Baxter shall ensure that the Baxter
Director and any Baxter Person with whom the Baxter Director shares
information properly obtained by the Baxter Director in his capacity as a
non-executive director is kept confidential.
	 
	6.2	 	The Company will use reasonable endeavours to procure that the Baxter
Director is duly re-appointed in accordance with the Articles at the next
Annual General Meeting of the Company following the date of his
appointment and when proposed for re-election by rotation and the Company
will not, prior to the EGM, appoint such number of additional Directors to
the Board which would prevent the Company from validly appointing the
Baxter director.
	 
	6.3	 	If Baxter or any Baxter Person:




	 	  6.3.1	 	following the Relevant Date, as a result of any disposal or
transfer (otherwise than pursuant to clause 5.2.4) ceases to own
fifteen per cent. (15%) or more of the Ordinary Shares; or
	 
	 	  6.3.2	 	is in breach of any of its obligations under this Agreement
and the breach has not been cured within thirty days of receipt by
Baxter from the Company of notice specifying reasonable details of
the breach alleged; or
	 
	 	  6.3.3	 	terminates this Agreement in accordance with Clause 9.



13






 







	 	 	Baxter shall procure the immediate removal from the Board of the Baxter
Director. If Baxter does not voluntarily procure the resignation and
removal from the Board of the Baxter Director then the Directors shall,
in accordance with the Articles, immediately procure the removal of the
Baxter Director from the Board by notice in writing to the Baxter
Director without any liability of any nature whatsoever to Baxter, any
Baxter Person or the Baxter Director.





	7	 	COMPANY’S WARRANTIES
	 
	7.1	 	The Company warrants to Baxter that, as at the date of the Circular and
immediately prior to the EGM, save as disclosed in the Circular or in any
supplementary prospectus or supplementary listing particulars published by
the Company prior to the EGM:-




	 	  7.1.1	 	The Circular complies in all respects with the FSA and the
Listing Rules.
	 
	 	  7.1.2	 	Each statement of fact contained in the Circular is true and
accurate in all material respects and not misleading in any
material respect. Each forecast, estimate and expression of
opinion, intention or expectation contained in the
Circular is made on reasonable grounds, is honestly held, is
fairly based and has been made after due and careful enquiry and
consideration.
	 
	 	  7.1.3	 	The Circular contains all information about the Group which
is or might be material for disclosure to a prospective subscriber
of the Subscription Shares and their respective professional
advisers or which they would reasonably require, and reasonably
expect to find there, for the purpose of making an informed
assessment of the assets and liabilities, financial position,
profits and losses, and prospects of the Group and the rights
attaching to the Subscription Shares.
	 
	 	  7.1.4	 	No information has been omitted from the Circular which
makes a statement of fact, forecast, estimate or expression of
opinion, intention or expectation in the Circular untrue, inaccurate
or misleading in a material respect or which, in the context of the
Subscription, is material for disclosure in the Circular.
	 
	 	  7.1.5	 	Except as disclosed in the Circular, there are no rights
(conditional or otherwise) to require the issue of any shares or
other securities (including, without limitation, any loan capital)
of a Group Company (other than to another Group Company) which are
outstanding.
	 
	 	  7.1.6	 	There is no fact or circumstance which is not disclosed in
the Circular which ought to be taken into account by the UK Listing
Authority or the London Stock Exchange in considering the
suitability for listing and trading respectively of the Subscription
Shares.
	 
	 	  7.1.7	 	The Group has sufficient working capital for its present
requirements taking into account the Subscriptions to be made by
Baxter pursuant to this Agreement.
	 
	 	  7.1.8	 	The Accounts:




	 	(a)	 	have been prepared on bases consistent with
the bases on which the consolidated accounts of the Company
for the year ended 31 December 1998 were prepared;



14






 





	 	(b)	 	have been prepared and audited in
accordance with and comply with the Act and all applicable
accounting standards, principles and practices generally
accepted in the United Kingdom; and
	 
	 	(c)	 	give a true and fair view of the assets,
liabilities and the state of affairs of the Group as at 31
December 1999 and of the consolidated losses of the Group
for the financial year ended on that date.




	 	  7.1.9	 	No circumstances have arisen or so far as the Company is
actually aware are about to arise in which a person is, or would
with the giving of notice, lapse of time or both become, entitled to
require repayment of a Group Company’s borrowing or indebtedness in
the nature of borrowing before its stated maturity or performance of
a guarantee given by a Group Company. No Group Company has received
notice to repay under an agreement relating to borrowing or
indebtedness in the nature of borrowing which is repayable on
demand.
	 
	 	  7.1.10	 	No Group Company and no person for whose acts or defaults any
Group Company is vicariously liable is involved, or has during the
twelve months ending on the date of this Agreement been involved, in
any civil, criminal, arbitration, administrative or other
proceedings in any jurisdiction which, by itself or with other
proceedings, is of material importance in the context of the Group
taken as a whole or may have a significant effect on the financial
position of the Group taken as a whole; and so far as the Company is
actually aware no such civil, criminal, arbitration, administrative
or other proceeding in any jurisdiction is pending or threatened by
or against a Group Company or a person for whose acts or defaults a
Group Company may be vicariously liable.
	 
	 	  7.1.11	 	no Group Company has taken any action nor so far as the Company is
actually aware have any other steps been taken or legal proceedings
started or threatened against any Group Company for its winding up
or dissolution, or for it to enter into any arrangement or
composition for the benefit of creditors, or for the appointment of
a receiver, trustee, administrator, administrative receiver or
similar officer of it or any of its properties, revenues or assets;
	 
	 	  7.1.12	 	subject only to the Resolutions being passed by the shareholders
of the Company, the Company and the Directors have power under the
Company’s memorandum and articles or pursuant to resolutions duly
passed in general meeting (such resolutions not having lapsed or
been revoked) to allot and issue the Subscription Shares in the
manner proposed by this Agreement and to enter into, perform and
complete all the arrangements contemplated by this Agreement in
accordance with its terms without any further sanction or consent
and have taken all such actions as may be necessary to approve the
execution and delivery of this Agreement by the Company and to
approve the performance of the arrangements contemplated herein and
this Agreement will when executed on behalf of the Company
constitute a legally binding obligation of the Company;
	 
	 	  7.1.13	 	in the case of each document (“Prior Document”) issued and each
announcement (“Prior Announcement”) made to the public or the press
or the London Stock Exchange or the UK Listing Authority by or on
behalf of the Company since 31 December 1999 and attached hereto as
Appendix 1 (but save as disclosed in any such document or
announcement issued or made after 



15






 





	 	 	 	the publication of such Prior
Document or Prior Announcement) all statements of fact contained
therein which are material in the context of the Subscription were,
when made, and remain, true and accurate in all material respects;
	 
	 	  7.1.14	 	save as disclosed in any Prior Documents or Prior Announcements,
since 31 December 1999 the business of the Group has been carried on
in the ordinary and usual course and since such date no material (in
the context of the Group as a whole) acquisition or disposal or
binding agreement to make any material (in the context of the Group
as a whole) acquisition or disposal of any business, company or
material (in the context of the Group as a whole) asset other than
in the ordinary course of business has been made or entered into by
the Group;
	 
	 	  7.1.15	 	the allotment and issue of the Subscription Shares will comply
with the Act, the FSA, the Listing Rules and the rules and
regulations of the London Stock Exchange;
	 
	 	  7.1.16	 	subject only to the Company’s shareholders passing the
Resolutions, neither the creation, allotment or issue of the
Subscription Shares nor their Admission nor the performance of this
Agreement by the Company will infringe any powers or restrictions of
or the terms of any contract legally binding upon the Company or any
member of the Group or the constitutional documents of the Company
or any member of the Group.




	7.2	 	The Company acknowledges that Baxter has entered into this Agreement in
reliance upon the Warranties. The Warranties shall be separate and
independent.
	 
	7.3	 	The Warranties and the Supplemental Warranties when given shall remain in
full force and effect notwithstanding the completion of all matters and
arrangements referred to in or contemplated by this Agreement.
	 
	7.4	 	In the event of a material breach of Warranty at Completion, Baxter shall
be entitled (at its option) to terminate this Agreement in its entirety or
to proceed with the First Subscription. In the event that Baxter elects
to proceed to Completion of the First Subscription notwithstanding the
breach of Warranty, the parties agree that Baxter’s only remedy for breach
of Warranty shall be to claim damages. In the event that Baxter elects to
terminate this Agreement, Baxter shall waive any right it may have to
bring a claim against the Company for breach of Warranty.
	 
	7.5	 	Subject to Clause 7.6, in the event of a material breach of a
Supplemental Warranty at a Subscription Date, Baxter shall be entitled (at
its option) to terminate this Agreement in its entirety or to proceed with
the Subscription. In the event that Baxter elects to proceed to
completion of the Subscription, notwithstanding the breach of Supplemental
Warranty, the parties agree that Baxter’s only remedy for breach of
Supplemental Warranty shall be to claim damages. In the event that Baxter
elects to terminate this Agreement, Baxter shall waive any right it may
have to bring a claim against the Company for breach of Supplemental
Warranty.
	 
	7.6	 	In the event that the Company is in breach of the Warranty set out in
Clause 7.11.3 but has obtained from a lender to a Group Company or the
beneficiary of a guarantee issued by a Group Company a confirmation that
the breach of the terms of the borrowing or guarantee would be remedied by
the relevant Subscription taking place, then Baxter shall have no right to
either terminate the Agreement or to bring a claim for breach of
Supplemental Warranty.



16






 







	7.7	 	The aggregate liability of the Company in respect of all claims for
breach of the Warranties shall not exceed:-




	 	  7.7.1	 	£10,431,880 if the First Subscription is completed; or
	 
	 	  7.7.2	 	£13,909,173.30 if the First and Second Subscriptions are
completed.




	7.8	 	The aggregate liability of the Company in respect of all claims for
breach of the Supplemental Warranties shall not exceed:-




	 	  7.8.1	 	£6,954,586.80 if the Third Subscription is completed; or
	 
	 	  7.8.2	 	£6,954,586.50 if the Fourth Subscription is completed.




	7.9	 	The Company shall have no liability for any claim for breach of the
Warranties unless notice in writing of the claim (stating in reasonable
detail the nature of the claim and, so far as practicable, the amount
claimed) has been given to the Company on or before the later of 30
September 2001 and the date of publication of the Company’s annual
accounts for the year ended 31 December 2000.
	 
	7.10	 	Any claim which has been made against the Company for breach of the
Warranties and which has not been previously satisfied, settled or
withdrawn shall be deemed to have been withdrawn and shall become fully
barred and unenforceable on the expiry of the period of six months
commencing on the date on which notice of the claim was given to the
Company in accordance with Clause 7.9 unless proceedings in respect of the
claim shall have been issued and served on the Company.
	 
	7.11	 	Immediately prior to each Subscription after the First Subscription, the
Company shall be deemed to warrant to Baxter that:




	 	  7.11.1	 	neither the allotment nor issue of the Subscription Shares nor
their Admission will breach the terms of or the terms of any
contract legally binding upon the Company or any member of the Group
or the constitutional documents of the Company or any member of the
Group;
	 
	 	  7.11.2	 	the allotment and issue of the Subscription Shares will comply
with the Act, the FSA, the Listing Rules and rules and regulations
of the London Stock Exchange;
	 
	 	  7.11.3	 	neither the Company nor any member of the Group is in material
breach or material default of any Group Company borrowing or
guarantee issued by a Group Company relating to a Group Company
borrowing and no valid demand for repayment has been made in respect
of such borrowing or guarantee.
	 
	 	  7.11.4	 	no order has been made or petition presented or resolution passed
for the winding-up of the Company or any trading subsidiary of the
Company which is material in the context of the Group (a “Major
Subsidiary”) and there being no outstanding petition or order for
winding-up or administration of or appointment of a receiver over
the whole or any part of the undertaking or assets of the Company or
a Major Subsidiary or the appointment of a liquidator and there
being no voluntary arrangement between the Company or a Major
Subsidiary and any of its creditors or any distress or execution or
other process being levied in respect of them or any of them which
remains undischarged.



17






 





	7.12	 	The Company shall have no liability for breach of a Supplemental Warranty
unless notice in writing of the claim (stating in reasonable detail the
nature of the claim and, so far as practicable, the amount claimed) has
been given to the Company on or before the expiry of a period of 9 months
from the relevant Subscription Date.
	 
	7.13	 	Clause 7.10 shall apply mutatis mutandis to claims made against the
Company for breach of a Supplemental Warranty, save that the reference in
Clause 7.10 to “Warranties” shall be deemed to be a reference to
“Supplemental Warranties” and the reference to “Clause 7.9” shall be
deemed to be a reference to “Clause 7.12”.
	 
	8	 	BAXTER’S WARRANTIES
	 
	8.1	 	Baxter represents and warrants to the Company that:-




	 	  8.1.1	 	it has all necessary power and authority to enter into,
perform and complete all the arrangements contemplated by this
Agreement in accordance with its terms without any sanction or
consent and that this Agreement will when entered into by Baxter
constitute a legally binding obligation of Baxter enforceable in
accordance with its terms;
	 
	 	  8.1.2	 	the execution and delivery of, and the performance by Baxter
of its obligations under, this Agreement will not:




	 	  (i)	 	result in a breach of any provisions of the
bye-laws of Baxter;
	 
	 	  (ii)	 	result in a breach of, or constitute a
default under, any instrument to which Baxter is a party or
by which Baxter is bound; or
	 
	 	  (iii)	 	result in breach of any order, judgment or
decree of any court or governmental agency to which Baxter
is a party or by which Baxter is bound;




	 	  8.1.3	 	it is subscribing for the Subscription Shares for its own
account and not on behalf of any other person;
	 
	 	  8.1.4	 	it is a person falling within Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (SI No. 1586);
	 
	 	  8.1.5	 	it does not have knowledge of any fact or matter which is a
breach of any of the Warranties.




	8.2	 	Baxter acknowledges that the Company has entered into this Agreement in
reliance upon the representations and warranties in Clause 8.1. The
Warranties shall be separate and independent.
	 
	8.3	 	Clause 8.1 shall remain in full force and effect notwithstanding the
completion of all matters and arrangements referred to in or contemplated
by this Agreement.
	 
	8.4	 	Baxter confirms to the Company as at the date thereof that save for the
Warranties, in connection with the Subscription by it for Subscription
Shares, neither the Company nor any other person whatsoever (including any
employee, director, officer or agent of the Company or any adviser to any
of them) has made and nor do they hereby make any representation, warranty
or undertaking in respect of any matter or thing (including, without
limitation, the Subscription Shares being subscribed, the Company or its
assets 



18






 





	 	 	and liabilities) and it has not relied on any representation,
warranty or undertaking or any information save for the Warranties in
subscribing for Subscription Shares pursuant to this Agreement.
	 
	9	 	CHANGE OF CONTROL
	 
	9.1	 	On the occurrence of a Change of Control of the Company, Baxter may
within 60 days of the Change of Control occurring by written notice to the
Company immediately terminate this Agreement and if the Subscription of
any Subscription Shares has not yet been completed such Subscriptions will
not be completed.
	 
	9.2	 	If Baxter elects pursuant to clause 9.1. to complete all outstanding
Subscriptions early, then the Company and Baxter will complete all
outstanding Subscriptions within 15
business days of receipt by the Company of the notice referred to in
clause 9.1. In the event that the Company is required by the Listing
Rules to issue listing particulars in relation to the Subscription, the
Subscription Date shall be the first business day following the
publication of the listing particulars by the Company
	 
	9.3	 	If Baxter does not exercise any of the options in clause 9.1 within the
60 day period mentioned in that clause, this Agreement shall continue in
full force and effect unamended.
	 
	10	 	FURTHER TERMS
	 
	10.1	 	The Company hereby undertakes to Baxter that for so long as any of the
Subscriptions remain outstanding:




	 	  10.1.1	 	it shall at all times maintain available for issue a number of
unissued Ordinary Shares sufficient to satisfy the outstanding
Subscriptions;
	 
	 	  10.1.2	 	it will procure that the Board has at all times all necessary
authorities to allot and issue such number of Ordinary Shares as are
necessary to satisfy the outstanding Subscriptions on a
non-preemptive basis;
	 
	 	  10.1.3	 	it will not issue new Ordinary Shares directly to any Healthcare
Organisation so that the Healthcare Organisation would, as a result
of such allotment, own directly or indirectly 10% or more of the
enlarged issued ordinary share capital of the Company. In the event
that the Company issues any new Ordinary Shares directly to any
Healthcare Organisation, it will only do so on the basis that such
Healthcare Organisation undertakes that it will not acquire further
Ordinary Shares that would result in the Healthcare Organisation
owning directly or indirectly 10% or more of the enlarged issued
ordinary share capital of the Company. This Clause shall not
restrict the Company issuing new Ordinary Shares to a Healthcare
Organisation as a result of such Healthcare Organisation taking up
its rights as a shareholder to a pre-emptive offer of the Ordinary
Shares to the Company’s shareholders generally;
	 
	 	  10.1.4	 	notwithstanding Clause 5.1.1, it will use reasonable endeavours to
permit Baxter to participate on a pro rata basis in any on market
purchase of Ordinary Shares by the Company.




	10.2	 	If Ordinary Shares are consolidated into Ordinary Shares of a higher
nominal value than 10p or subdivided into Ordinary Shares of a smaller
nominal value than 10p, the number 



19






 







	 	 	of Subscription Shares not then
subscribed for by Baxter and/or the Subscription Price in respect of such
Subscription Shares shall be adjusted so that the aggregate nominal value
of such Subscription Shares remains unchanged and the Subscription Price
remains unchanged.
	 
	10.3	 	In the event of any dispute as to any adjustment pursuant to Clause 10.2,
either party may refer the matter to the Company’s auditors (acting as
experts) whose decision on the matter will (in the absence of manifest
error) be final and binding upon the parties.
	 
	10.4	 	If the Company undertakes a Qualifying Rights Issue, Baxter undertakes
and agrees to subscribe in full for all of its pre-emptive entitlement to
new Ordinary Shares pursuant to such Qualifying Rights Issue.
	 
	 	 	The Company shall, prior to publication of a prospectus or listing
particulars, relating to a Qualifying Rights Issue give Baxter at least
twenty-one business days notice prior to such publication date (the
“Impact Date”). Baxter shall within five business days prior to the
Impact Date confirm in writing to the Company whether or not Baxter will
at the next Subscription Date deduct from the relevant Subscription
Amount the sum to be subscribed for by Baxter and taking up its pro rata
entitlement pursuant to the Qualifying Rights Issue. In the event that
Baxter fails to notify the Company of its intentions pursuant to this
Clause 10.4, Baxter shall waive its right to deduct the Rights Issue
Amount from the relevant Subscription Amount.
	 
	11	 	COSTS
	 
	 	 	Each party shall pay its own costs of and incidental to the negotiation,
preparation, execution and implementation by it of this Agreement.
	 
	12	 	FURTHER ASSURANCE
	 
	 	 	Each party shall (at its own expense) do and execute or procure to be
done and executed all necessary acts, deeds, documents and things within
their power as may be reasonably necessary to give effect to this
Agreement.
	 
	13	 	GENERAL
	 
	13.1	 	This Agreement constitutes the entire agreement between the parties
relating to the subject matter of this Agreement and supersedes all
previous such agreements.
	 
	13.2	 	No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of each of the parties.
	 
	13.3	 	The failure to exercise or delay in exercising a right or remedy under
this Agreement shall not constitute a waiver of the right or remedy or a
waiver of any other rights or remedies and no single or partial exercise
of any right or remedy under this Agreement shall prevent any further
exercise or the right or remedy or the exercise of any other right or
remedy.
	 
	13.4	 	Except as expressly provided in this Agreement the rights and remedies
contained in this Agreement are cumulative and not exclusive of any rights
or remedies provided by law.



20






 






	13.5	 	Any date, time or period referred to in this Agreement shall be of the
essence except only to the extent to which the parties agree in writing to
vary any date, time or period in which event the varied date, time or
period shall be of the essence.
	 
	14	 	ASSIGNMENT AND THIRD PARTY RIGHTS
	 
	14.1	 	No party shall assign or transfer or purport to assign or transfer any of
its rights or obligations under this Agreement provided that Baxter may
assign all of its rights under this Agreement to any member of the Baxter
Group on condition that should that company leave the Baxter Group the
rights will be assigned back to Baxter.
	 
	14.2	 	A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
	 
	15 	 	NOTICES
	 
	15.1	 	Any notice or other communication under or in connection with this
Agreement shall be in writing in the English language and shall be
delivered personally or sent by first class post pre-paid recorded
delivery (and by air mail if overseas) or by telefax to the party due to
receive the same at its address as set out in this Agreement or to such
other address, as either party may specify by notice in writing to the
other.
	 
	15.2	 	In the absence of evidence of earlier receipt, any notice or other
communication shall be deemed to have been duly given:




	 	  15.2.1	 	if delivered personally, when left at the address referred to in Clause 15.1;
	 
	 	  15.2.2	 	if sent by mail other than air mail, two days after posting it;
	 
	 	  15.2.3	 	if sent by air mail, six days after posting it;
	 
	 	  15.2.4	 	if sent by telefax, on completion of its transmission.




	15.3	 	For the avoidance of doubt, notice given under this Agreement shall not
be validly served if sent by e-mail.
	 
	16	 	GOVERNING LAW AND JURISDICTION
	 
	16.1	 	This Agreement is governed by, and shall be construed in accordance with,
English law.
	 
	16.2	 	The courts of England shall have exclusive jurisdiction to hear and
determine any suit, action or proceedings, and to settle any disputes,
which may arise out of or in connection with this Agreement (respectively,
“Proceedings” and “Disputes”) and, for such purposes, the parties
irrevocably submit to the jurisdiction of the courts of England.
	 
	16.3	 	Each party irrevocably waives any objection which it might at any time
have to the courts of England being nominated as the forum to hear and
determine any Proceedings and to settle any Disputes and agrees not to
claim that the courts of England are not a convenient or appropriate
forum.
	 
	16.4	 	Each party agrees that the process by which any Proceedings are begun in
England may be served



21






 





	 	 (i)	 	on the Company by being delivered in accordance with Clause
15 its address as set out in this Agreement. Nothing contained in
this Clause 15.4 shall affect the right to serve process in any
other manner permitted by law;
	 
	 	 (ii)	 	on Baxter, by being delivered to Baxter Healthcare Limited,
Caxton Way, Thetford, IP24 3SE marked for the attention of the
Company Secretary.





	17	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts each of
which when executed and delivered shall be an original, but all the
counterparts together shall constitute one and the same instrument.



AS WITNESS the hands of the parties or their duly authorised representatives
the day and year first above written.


22






 



	 	 	 
	SIGNED by	 	)
	
	
	
	

	for and on behalf of PEPTIDE	 	)
	
	
	
	

	THERAPEUTICS GROUP plc	 	)
	
	
	
	

	in the presence of:	 	)
	 
	SIGNED by	 	)
	
	
	
	

	for and on behalf of BAXTER	 	)
	
	
	
	

	INTERNATIONAL INC.	 	)
	
	
	
	

	in the presence of:	 	)




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