Exhibit 10.52


 


PharmAthene, Inc.


 


Confidential Materials Omitted
and Filed Separately with the


 


Securities and Exchange
Commission


 


Confidential Portions denoted by
[***]


 


Execution Version


 


THIS VARIATION AND SETTLEMENT
AGREEMENT (this “V&S Agreement”) is made as of the date of last signature
below (the “Effective Date”) by and among:


 


(1)          PHARMATHENE, INC. of One Park Place, Annapolis, Maryland 21401 United States (“Pthn US”); and


 


(2)          AVECIA INVESTMENTS LIMITED a company incorporated in England and
Wales (company number 03768296) whose registered office is at PO Box 42,  Hexagon
Tower, Blackley Manchester, M9 8ZS, United Kingdom (“AIL”);
and


 


(3)          PHARMATHENE UK LIMITED a company incorporated in England and
Wales (company number 06534363) whose registered office is at C/O Hogan &
Hartson, Juxon House, 100 St Paul’s Churchyard, London EC4M 8BU, United Kingdom
(“Pthn UK” and sometimes along with Pthn
US collectively referred to as “Pthn”); and


 


(4)          AVECIA BIOLOGICS LIMITED a company incorporated in England and
Wales (company number 05803359) whose registered office is at Hexagon Tower, PO
Box 42, Blackley, Manchester M9 8ZS, United Kingdom (“ABL”
and sometimes along with AIL collectively referred to as “Avecia”);
and


 


(5)          AVECIA BIOLOGICS INC. of 155 Fortune Boulevard, Milford
MA01757, United States (“ABI”); and


 


(6)          AVECIA LIMITED a company incorporated in England and
Wales (company number 03730853) whose registered office is at PO Box 42,
Hexagon Tower, Blackley, Manchester M98ZS, United Kingdom (“AL”).


 


WHEREAS:


 


(A)        Reference is made to that certain (i)
Sale and Purchase Agreement dated 20 March 2008, as amended by the Amendment
Agreement dated April 2, 2008 (as amended, the “Purchase
Agreement”) among AIL, the Business Vendors (as defined therein),
Avecia Limited, the Local Purchasers (as defined therein) and Pthn US and (ii)
letter of credit issued by Silicon Valley Bank (being L/C Number SVBSF005177:
Expiry Date 16 October 2009) pursuant to Schedule 7 of the Purchase Agreement (the
“SVB Letter of Credit”).


 


(B)         The parties hereto now desire to record
the amicable resolution between them of all matters outstanding between them as
of the Effective Date with respect to the Deferred Consideration (as defined in
the Purchase Agreement).


 


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(C)         Reference is made to Contract No.
N01-30052 between ABL and the National Institute of Allergy and Infectious
Diseases (“NIAID”), part of the US National Institute of Health (“NIH”), for “Production
and Testing of Anthrax Recombinant Protective Antigen” (“Contract No.
N01-30052”), which was novated to Pthn UK  in December 2008.


 


(D)         Reference is also made to that certain
Master Services Agreement dated 2 April 2008 among Pthn UK and ABL (the “Master Services Agreement”) and Project Plans #1 and #2
attached thereto (the “Project Plans”).


 


(E)         The parties hereto now desire to record
the amicable resolution between them of matters outstanding as of the Effective
Date with respect to Contract N01-30052, including but not limited to the
Project Plans, including the discharge and settlement of certain obligations
and liabilities under the Master Services Agreement in respect of the Project
Plans arising between them prior to the Effective Date.


 


NOW, IN CONSIDERATION OF THE OBLIGATIONS AND MUTUAL
AGREEMENTS SET OUT IN THIS V&S AGREEMENT, THE PARTIES HERETO HEREBY AGREE
AS FOLLOWS:


 


1.           Payment of Deferred Consideration and Delivery of
the SVB Letter of Credit


 


1.1           Pthn US shall pay to AIL the Deferred Consideration of
US$7,000,000 to be received as cleared funds in the following bank account on
or before 30 June 2009:


 


[* * *]


 


1.2         Upon receipt of the Deferred Consideration as cleared
funds in AIL’s bank account:


 


(i)            AIL shall immediately deliver the SVB Letter of Credit
to Pthn US;


 


(ii)           the SVB Letter of Credit shall be terminated in all
respects; and


 


(iii)          the parties hereto shall promptly take all actions and
to execute all documents necessary to reflect said termination.


 


AIL hereby agrees that it
shall not take any action to avail itself of the protections of the SVB Letter
of Credit including making any draw under the SVB Letter of Credit provided Pthn
US pays to AIL the Deferred Consideration on or before 30 June 2009, in
accordance with Clause 1.1 above.


 


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1.3           The terms of the Purchase Agreement shall be deemed
amended to give effect to the provisions of Clauses 1.1 and 1.2 above.


 


2.             Contract No. N01-30052,
Master Services Agreement and the Project Plans


 


2.1           Subject to adjustment under Clause 3.5 below, Pthn US
on behalf of Pthn UK shall pay to ABL the aggregate sum of GBP£961,885 plus
Value Added Tax payable under Invoice 90000731 (the “Services
Payment”) in a single payment in full satisfaction for work
performed or required to be performed under the Project Plans for which ABL has
not been paid by Pthn UK or any other party, subject to and following
completion of all of the following by ABL:


 


[* * *]


 


2.2           Subject to Clause 2.3 below, as a result of the
termination of the Project Plans on the Date of Termination (defined below).
Pthn US on behalf of Pthn UK shall pay to ABL the sum of GBP£1.588,1 15 plus
Value Added Tax (the “Project Plans Termination
Payment”) on the earlier of:


 


(a)           thirty (30) days of satisfaction of the Milestone 2A
Procurement Condition (as defined in the Purchase Agreement), provided that,
for the avoidance of doubt, payment of the Milestone 2A Procurement
Consideration (as defined in the Purchase Agreement) by Pthn US under the
Purchase Agreement shall in no way be affected by payment under this V&S
Agreement; or


 


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(b)        5 January 2010.


 


2.3          In connection with, and as a condition to,
the payment of the Project Plans Termination Payment in accordance with Clause
2.2 above, ABL shall provide to Pthn UK information in Microsoft Excel format
in a form substantially similar to US Government Standard Form 1437 titled “Settlement
Proposal for Cost-Reimbursement Type Contracts” with supporting documentation
as  previously provided to Pthn UK,
which Pthn UK may use to prepare Standard Form 1437 for submission to NlH in
support its efforts of obtaining reimbursement from the United States
Government for reimbursement for such payment to ABL.


 


2.4           ABL and Pthn understand that the United
States Government may require Pthn UK to submit a single termination claim that
includes costs incurred under the Project Plans prior to termination,
disposition of Acquired Property (as defined below) and cancellation costs as
part of a one-time submission. In such case ABL shall promptly provide to Pthn
UK all documentation reasonably required to support Pthn UK’s claim that the
incurred costs were reasonable allowable, and allocable to the Project Plans and
Contract N01-30052.  If the United States
Government should request Pthn UK to provide additional information on other
standard government forms. ABL agrees to provide reasonable assistance to Pthn
UK for Pthn UK to comply with such requests within a reasonable time frame and
in any event within the designated United States Government time line for
performance subject always to receipt of timely notice by ABL of such requests
from Pthn UK.


 


2.5          Following any delivery request from Pthn,
ABL hereby agrees to deliver to Pthn UK on a commercially reasonable timely
basis all the government furnished equipment (“GFE”)
and raw materials, works in progress, supplies, equipment, data, materials,
information, and other items acquired, fabricated, or otherwise obtained or
provided by Avecia for performing under Contract No: N01-30052 and the Project
Plans (“Acquired Property”) from the beginning
of the contract between ABL and NIAID, part of the NIH, to the date of the novation
between ABL and Pthn UK and then from the date of the aforementioned novation to
the date on which Pthn terminated the Project Plans, i.e. [* * *], (“Date of Termination”) Attachment 2.5 is to the best
of ABL’s knowledge and belief a true, accurate and complete list of all such GFE
and Acquired Property unconsumed or unused as at the Date of Termination but in
the event that there are any items of such GFE or Acquired Property which are
not included on  the said list, such items shall
also be delivered to Pthn UK in accordance with this clause 2.5.  Delivery of all the foregoing (including the
items set forth in Clause 2.1 above) shall be EXW (Billingham Site) (Incoterms
2000)  ABL hereby acknowledges and
confirms to Pthn UK its obligations under Clause 11.1 of


 


4

















 


the Master Services Agreement
to transfer PharmAthene Technology (as defined therein) and to provide certain
technical assistance to Pthn UK and its designees and the parties hereto agree
that, once executed by ABL and Pthn UK, the provisions of Project Plan #6 shall
record such obligations of ABL in respect of such transfer and provision of
assistance in detail. ABL shall also provide reasonable assistance to Pthn UK,
including such information as may be reasonably requested by Pthn UK, to
facilitate Pthn UK to bill the United States Government for amounts recoverable
relating to cancellation of the rPA program.


 


2.6           Avecia shall promptly provide to Pthn UK all
documentation reasonably required to enable Pthn UK to take such actions as Pthn
UK, acting reasonably, considers necessary to demonstrate to the United States
Government and support that the Services Payment was reasonable, allowable, and
allocable to the Project Plans and Contract N01-30052. Such documentation shall
be in support of executed work completed by ABL and shall not include any costs
associated with cancellation. At Pthn’s reasonable request, ABL shall promptly
provide Pthn UK or its designee such documentation as may be reasonably
necessary to enable Pthn UK to complete the necessary close-out documentation
required for a United States Government contract like Contract No. N01-30052,
including but not limited to “Final Inventory Statement and Certification,” “Assignment
of Credits and Refunds for Cost Reimbursement Subcontracts,” and “Subcontractor’s
Certificate of Completion and Release of Claims”.


 


2.7           ABL shall provide a list of GFE and Acquired Property
in a Microsoft Excel format in form substantially similar to US Government
Standard Form 1428 titled “Inventory Disposal Schedule”. If the United States
Government should request Pthn UK to provide additional information on other
standard government forms. ABL agrees to provide reasonable assistance to Pthn
UK for Pthn UK to comply with such requests with in a reasonable time frame
with due consideration for the designated United States Government time line
for performance, but subject always to receipt of timely notice to ABL from Pthn
UK of such requests.


 


2.8           Avecia shall provide reasonable assistance to Pthn to
enable Pthn to make all representations and certifications required by the
close-out documentation and Standard Forms referenced above in a timely manner.


 


3.            Basis of settlement and waiver


 


The parties hereto agree
as follows:


 


5

















 


3.1           the terms of this V&S Agreement are
in full and final settlement of the obigations and liabilities of the parties
hereto that have arisen, otherwise accrued or are contingent between any of
them solely in respect of:


 


(i)            payment of the Deferred Consideration, provided that, notwithstanding
any provision of this V&S Agreement, AIL shall be entitled to take any
action to avail itself of the protections of the SVB Letter of Credit including
making any draw under the SVB Letter of Credit if Pthn US has failed to pay to
AIL the Deferred Consideration by 30 June 2009, in accordance with Clause 1.1
above; and 


 


(ii)          (a) the obligation on the part of Pthn US
and Pthn UK to make payments to Avecia under the Project Plans and the Master
Services Agreement (and the cancellation of work thereunder), and (b) the
obligations of Avecia to provide proper documentation and justification for the
charges relating to its work under Contract No. N01-30052, Master Services
Agreement and the Project Plans (collectively, any and all of the obligations
and liabilities referred to in this Clause 3.1(ii) are referred to in this
V&S Agreement as the “rPA Wind Down Obligations
and Liabilities”);


 


3.2           as of the Effective Date each of the
parties hereto hereby releases each of the other parties hereto from its
respective rPA Wind Down Obligations and Liabilities, other than as specifically
set out in the V&S Agreement;


 


3.3           other than with respect to fraud or to
enforce its rights under this V&S Agreement, as of the Effective Date, each
of parties hereto covenant with each other party hereto (and their respective
affiliates, principals, directors, officers, stockholders, members,
subsidiaries, parents, divisions, representatives, agents, assigns, employees,
servants and successors) not to take any action against such party (including
but not limited to bringing any proceedings) in respect of the rPA Wind Down
Obligations and Liabilities;


 


3.4           this V&S Agreement is entered into
between the parties hereto in connection with the compromise of disputed
matters and in the light of other considerations. It is not, and shall not be
represented or construed by the parties hereto as, an admission of liability or
wrongdoing on the part of a party to this V&S Agreement or any other person
or entity;


 


3.5           Avecia agree, consent to, and shall
co-operate in the audit of their books and records by the United States
Government, if requested, to support Avecia claims for payment under the
Project Plans and the termination thereof. Said audit will be consistent with
the terms of Contract No. N01-30052. If said audit should discover that costs
within, or


 


6
















 


relating to all or any part
of the Services Payment payable are not allowable, allocable or reasonable by
reason of being costs previously paid (i.e., double payments) costs for work,
materials, consumable items, equipment or actions for other customers incorrectly
charged to Pthn, or costs wrongly included by mistake or wilful act or omission. Pthn may
deduct such unallowable, unallocable or unreasonable costs from the Services
Payment (or if payment has already been made Avecia shall promptly reimburse such
amount to Pthn). Notwithstanding the foregoing, no reduction/repayment shall be
due with respect to costs incurred by Avecia for work, materials, consumable
items, equipment or actions obtained, undertaken or allocated to the work under
the Project Plans with Pthn’s approval or that Pthn has previously agreed to
pay;


 


3.6           Avecia
warrant and represent to Pthn that, to the best of Avecia’s knowledge and
belief, the costs incurred under the Project Plans prior to the Date of
Termination were incurred in performance of the Project Plans in which Avecia
have not been reimbursed and that such costs are reasonable, allowable and
allocable per the requirements of Contract No. N01-30052;


 


3.7           The
parties hereto consent to any amendments or variations to the terms of the
Purchase Agreement that result from the terms of this V&S Agreement (the “Variation Consent”). ABl and AL shall have no liability or
obligation under this V&S Agreement in respect of any matter other than the
Variation Consent or as set out in Clause 4 below.


 


4.             Law
and Other Terms


 


4.1           This
V&S Agreement is governed by and shall be construed and interpreted in
accordance with the laws of England. The provisions of Clause 20.2 of the
Purchase Agreement shall apply to this V&S Agreement as though they were
set out in full in this V&S Agreement except that references to the
Purchase Agreement are to be construed as references to this V&S Agreement.


 


4.2           To
the extent that the Purchase Agreement or the Master Services Agreement is explicitly
amended by this V&S Agreement, the terms of this V&S Agreement will prevail
where the terms of the Purchase Agreement or the Master Services Agreement is
contrary to or conflict with provisions of this V&S Agreement. Each of the Purchase
Agreement and the Master Services Agreement, as amended by this V&S Agreement
remains in full force and effect.


 


7

















 


4.3           Headings
in this V&S Agreement have been inserted for convenience of reference only
and are not intended to limit or expand the meaning of the language contained
in any particular Clause, paragraph or Clause.


 


4.4           The
rights and obligations of the parties hereto under this V&S Agreement or
any interest in this V&S Agreement shall not be assigned, transferred,
hypothecated, pledged or otherwise disposed of without the prior written
consent of the non-assigning parties hereto; provided, however, that a party
hereto may, without prior consent of the other parties hereto, assign this
V&S Agreement in its entirety in connection with the merger or sale of all
or substantially all of the assets of such party hereto if such assignee agrees
in writing to assume and be bound by the obligations of this V&S Agreement
and the assignor continues to be bound by the obligations hereunder
notwithstanding such assignment.


 


4.5           Each
party hereto covenants that at any time, and from time to time it will execute such
additional instruments and take such actions as may be reasonably requested by
the other parties hereto to confirm or otherwise carry out the intent and
purposes of this V&S Agreement. Should any provision of this V&S
Agreement be declared illegal or unenforceable by any court of competent
jurisdiction, such provision shall immediately become null and void, leaving
the remainder of this V&S Agreement in full force and effect.


 


4.6           This
V&S Agreement may not be modified or amended other than by an agreement in
writing signed by all the parties hereto.


 


4.7           The
nature of any claims against the parties hereto in connection with the subject matter
of this V&S Agreement, the facts underlying such claims, the fact of any settlement
of such claims, the fact of the negotiations leading to such settlement and the
substance of those negotiations, the status of the matters referred to in this
V&S Agreement, the terms of this V&S Agreement, and the amount of
settlement, shall remain confidential and the parties hereto to this V&S
Agreement shall not divulge this information to any person, other than legal
counsel, accountants, the United States Government, including but not limited
to the United States Department of Health and Human Services and other United States
Government agencies acting on its behalf, United States Securities and Exchange
Commission and the United States internal Revenue Service (as well as the UK
equivalents of each of the foregoing), if necessary, at any time or for any
purpose, except as may be required (i) by valid order or request by a securities regulatory organization any
state or federal court, or administrative agency, (ii) by law, or (iii) in order
to enforce the terms of this V&S Agreement.


 


8

















 


4.8           Each party hereto
hereby represents and warrants to the other as follows: (i) each party hereto
has all requisite power and authority to enter into this V&S Agreement and
to consummate the transactions contemplated hereby, (ii) the execution and
delivery of this V&S Agreement and the consummation by such party of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such party, (iii) this V&S Agreement has been
duly and validly executed and delivered by such party and constitutes the valid
and binding obligation of  such
party, enforceable against such party in accordance with its terms and (iv) the
execution and delivery of this V&S Agreement and the consummation by such
party of the transactions contemplated hereby does not and will not (a) require
the consent of or registration with any court, federal state, local or foreign
governmental or regulatory body, or (b) constitute a default (with or
without notice or lapse of time, or both) under or conflict with any contract
or order to which such party is a party or by which such party or any of its
properties or assets is subject or bound. Each party hereto further represents
and warrants to the other parties hereto that it has not assigned any claims
against any party hereto to any third party.


 


4.9           This V&S Agreement
may be executed (including via facsimile) in any number of counterparts each of
which shall be deemed an original, but all the counterparts shall together
constitute one and the same instrument. It shall not be a necessary that the
signature of, or on behalf of, each party hereto appears on each counterpart but
it shall be sufficient that the signature of, or on behalf of, each party hereto
appears on one or more of the counterparts.


 


IN WITNESS WHEREOF, the authorised representatives of
the parties hereto have executed and delivered this V&S Agreement as a deed
as of the last date set forth below, and upon it execution, this V&S
Agreement becomes effective as of the Effective Date.


 


Executed as a deed for
and on behalf of pharmathene,
inc.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


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  Executed as a deed for and on behalf of PHARMATHENE UK LIMITED

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Executed as a deed for and on behalf of  AVECIA INVESTMENTS
  LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mr. A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  General Counsel & Company Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  



 


10

















 


	
  Executed as a deed for and on behalf of AVECIA BIOLOGICS LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mr. A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  General Counsel & Company Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  
	
  Executed as a deed for and on behalf of AVECIA BIOLOGICS INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


11

















 


	
  Executed as a deed for and on behalf of AVECIA BIOLOGICS LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mr. A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  General Counsel & Company Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  
	
  Executed as a deed for  and on behalf
  of AVECIA BIOLOGICS INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Gordon Russell

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Gordon Russell

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A Topping

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  A Topping

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  06/17/09

  	
   

  



 


12

















 


	
  Executed as a deed for and
  on behalf of AVECIA LIMITED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Duncan McLellan

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Mr. A.P. Cree

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  General Counsel & Company Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  17 June 2009

  	
   

  



 


13
















 


Attachment 2.1(b)


 


[* * *]


 


14

















 


Attachment 2.1(d)


 


[* * *]


 


15

















 


[* * *]


 


16

















 


Attachment 2.5


 


List of Acquired
Property


 


17

















 


[* * *]


 


18

















 


[* * *]


 


19

















 


[* * *]


 


20