**Exhibit 10.1**

 

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

 

**AGREEMENT**

 

regarding Landsbankinn’s purchase of Securities (1. Auction RateSecurities), totaling at nominal value USD33,500,000.- as specified in Appendix1 to this agreement (“the Securities” herein) from deCODE, on the right of saleand right of purchase of the Securities, as further specified in thisagreement.

 

Article 1

 

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

 

Article 2

 

Considering that Landsbankinn has not examined the contents of theSecurities or whether and what kind of restrictions exist regarding theirtransfer from deCODE to Landsbankinn, deCODE guarantees towards Landsbankinnthat deCODE is authorized to transfer the Securities and that they are theproperty of deCODE and free of any liens and encumbrances, or otherownership-right restrictions. If, for some reason, it materializes during theagreement’s period of validity that the transfer of the Securities, one ormore, was unauthorized, deCODE furthermore guarantees that it will immediatelyredeem the Securities and pay for them in conformity with Article 6 ofthis agreement.

 

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

 

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Article 3

 

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

 

Article 4

 

Landsbankinn shall have the right to demandthat deCODE purchases, as a whole, all of the Securities of the bank (i.e. PutOption) and this right shall be active irrespective of which of the followingoccurs first: a) upon receipt of the initial payment and the signing of abinding purchase agreement of deCODE and a third party on the sale of themajority or all share capital of ÍE, or of the part of the activities of ÍE as specified in Appendix 2 to this agreement, or b) that the timestrikes 12:00 noon on 16 December 2009. In both instances deCODE shallhave 14 days to finalize the purchase and to pay the Repurchase Price toLandsbankinn.

 

Article 5

 

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

 

Article 6

 

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

 

Article 7

 

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

 

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Article 8

 

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

 

Article 9

 

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

 

Article 10

 

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

 

Article 11

 

The contents of this agreement shall beconfidential between the parties and the parties shall not disclose informationabout its contents, unless otherwise provided for by Icelandic and Americanlaws and the regulations of stock exchanges or the parties agree to discloseinformation.

 

Article 12

 

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

 

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

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

 

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Article 13

 

If neither party to this agreement hasexercised the rights stipulated in Articles 4 and 5, the rights cf. therelevant articles of the agreement will be deemed as cancelled not later thanon 1 January 2010.

 

Article 14

 

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

 

So done in Reykjavík, 14 January 2009

 

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

 

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On behalf of deCODE Genetics Inc

 
|   | Sign.  | Kári Stefánsson | Sign.  |               |
|--------|--------|---------------------------|--------|--------------------|
|   |   |                      |   |               |
|   |   | On behalf of NBI HF       |
|   |   |                      |   |               |
|   | Sign.  | Arni T. Thorbjornsson     | Sign.  | Jon T. Oddleifsson |

 

 

Witnesses to the signatures and date:

 
| Sign.  | Jóhann Hjartarson      | Sign.  | Ómar Karl Jóhannesson  |
|--------|-----------------------------|--------|----------------------------------|
|   | District Court Attorney     |   | District Court Attorney          |
|   | National ID no: 080263-2289 |   | National ID no: 060870-4549      |
|   |                        |   |                             |
| Sign.  | Thórir Haraldsson      | Sign.  | Einar Kristján Jónsson |
|   | District Court Attorney     |   | District Court Attorney          |
|   | National ID no: 270264-2049 |   | National ID no: 231173-4719      |

 

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**Appendix 1**

 

December 31, 2008

 
| **Security**                                 | ** ** | **Issue  Date** | ** ** | **Maturity  Date** | ** ** | **Estimated  Monthly  Interest  Payment  (1)** | ** ** | **Interest  Frequency** | ** ** | **Current  Interest  Rate**          | ** ** | **CUSIP**  | ** ** | **Units**  | ** ** | **Total  Cost**   | ** ** |
|----------------------------------------------|------------|-----------------|------------|--------------------|------------|------------------------------------------------|------------|-------------------------|------------|--------------------------------------|------------|------------|------------|------------|------------|-------------------|------------|
| MBIA Preferred  Stock/Formerly North Castle  |       | 23.12.02        |       | Perpetual          |       | Paid  Quarterly                                |       | 90 days                 |       | 30 year libor plus200 basis  points  |       | 55276G204  |       | 41         |       | 4.100.000,00      |       |
| Grand Central                                |       | 19.07.04        |       | Perpetual          |       | 28th                                           |       | 28 days                 |       | 1 month Libor plus200 basis  points  |       | 38528d203  |       | 40         |       | 4.000.000,00      |       |
| Ambac Preferred  Stock/Formerly Dutch Harbor |       | 03.12.01        |       | Perpetual          |       | 8th                                            |       | 28 days                 |       | 1 month Libor plus200 basis  points  |       | 23138886   |       | 56         |       | 1.400.000,00      |       |
| Sutton Capital                               |       | 23.06.03        |       | Perpetual          |       | 3rd & 31st                            |       | 28 days                 |       | 1 month Libor plus  150 basis points |       | 86943v209  |       | 35         |       | 3.500.000,00      |       |
| Athilon Cap                                  |       | 21.12.04        |       | 03.02.45           |       | 1st & 29th                            |       | 28 days                 |       | 1 month Libor plus  250 basis points |       | 047468ab9  |       | 5.000.000  |       | 5.000.000,00      |       |
| Primus                                       |       | 19.12.02        |       | Perpetual          |       | 10th                                           |       | Monthly                 |       | 1 month Libor plus 300 basis  points |       | 52519g802  |       | 30         |       | 3.000.000,00      |       |
| Insurance Nt  Capital Riverlake 2006-5       |       | 28.07.03        |       | 17.08.33           |       | 26th                                           |       | Monthly                 |       | 1 month Libor plus 200 basis  points |       | 45805eaa9  |       | 3.000.000  |       | 3.000.000,00      |       |
| Insurance Nt  Capital Riverlake 2003-6       |       | 16.12.03        |       | 31.12.33           |       | 16th                                           |       | Monthly                 |       | 1 month Libor plus 200 basis  points |       | 45804qaa3  |       | 2.000.000  |       | 2.000.000,00      |       |
| Insurance Nt  Capital Rivermont 2006-3       |       | 31.10.06        |       | 26.12.50           |       | 12th                                           |       | Monthly                 |       | 1 month Libor plus 200 basis  points |       | 45804caa4  |       | 2.500.000  |       | 2.500.000,00      |       |
| Double Oak                                   |       | 23.07.07        |       | 16.07.52           |       | 19th                                           |       | Monthly                 |       | 1 month Libor plus 200 basis  points |       | 25857eaa8  |       | 5.000.000  |       | 5.000.000,00      |       |
| **Total**                                    | ** ** | ** **      | ** ** | ** **         | ** ** | ** **                                     | ** ** | ** **              | ** ** | ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | **33.500.000,00** | ** ** |

 

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**Appendix 2**

 

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

 

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

 

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

 

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

 

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