**EXHIBIT 10.1****VARIABLE INTEREST****LOAN IN EUROS****PEGGED TO****THE EURIBOR RATE****Policy**ENTRY N° 5710/248869AMOUNT 11,000,000 EUROSTERM 31.12.2013In Alcobendas on June 29, 2007
 

 
Of the one hand, **BANCO BILBAO VIZCAYA ARGENTARIA, S.A.**(hereinafter referred to as the Bank), withits registered office in Bilbao, Pl. San Nicolás 4, which was established for an unspecified periodof time under a deed authorized on October 1, 1988 by the Notary of Bilbao Mr. José María ArriolaArana. The aforementioned deed has been registered in the Companies Registration Office in Vizcaya,in volume 2083, book 1545, section 3 of companies, folio 1, page 14.741, entry no. 1 CIF No.A48265169. The aforesaid bank is duly represented by Mr. Laureano DE CASTRO MARTINEZ, holder ofD.N.I: number 9692556-B and Mr. Carlos MARTINEZ SANZ, holder of D.N.I. number 2835854-T by virtueof the powers conferred before the Notary of Bilbao Mr. Jose Ignacio Uranga Otaegui on the12th day of June 2001 and protocol number 2.377.And of the other hand (hereinafter referred to as the borrower)LABORATORIOS BELMAC, S.A. hereinafter in this contract referred to as Company A or Agent Company,with its registered office in San Sebastián de los Reyes, c/Teide, 4, a company established for anunspecified period of time on November 28, 1988. The aforementioned deed has been registered in theCompanies Registration Office in Madrid in volume 6271, book 0, section 8 of companies, folio 69,page M-102225, entry no. 23 CIF No. A78964038. The aforesaid company is duly represented by Mr.Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTA PEREZ, holder ofD.N.I. number 50833170-L by virtue of the powers conferred before the Notary of Cifuentes Mrs.María Teresa Bolás Olcina on February 2nd 2006 and protocol number 163.And on the other hand (hereinafter referred to as the guarantors)LABORATORIOS DAVUR, S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to asCompany B, with its registered office in San Sebastián de los Reyes, c/Teide, 4, a companyestablished for an unspecified period of time on January 19, 1998. The aforementioned deed has beenregistered in the Companies Registration Office in Madrid in volume 12.882, book 0, section 8 ofcompanies, folio 130, page M-207221, entry no. 1 CIF No. B81931479. The aforesaid company is dulyrepresented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTAPEREZ, holder of D.N.I. number 50833170-L by virtue of the powers conferred before the Notary ofCifuentes Mrs. María Teresa Bolás Olcina on March 28, 2006 and protocol number 575.LABORATORIOS RIMAFAR, S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to asCompany C, with its registered office in San Sebastián de los Reyes, c/Teide, 4, a companyestablished for an unspecified period of time on March 5, 2001. The aforementioned deed has beenregistered in the Companies Registration Office in Zaragoza in volume 2662, book 0, section 8 ofcompanies, folio 54, page Z-28929, entry no. 1 CIF No. B50881770. The aforesaid company is dulyrepresented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number 386553-S and Mr. Emilio BARTAPEREZ, holder of D.N.I. number 50833170-L by virtue of the powers conferred before the Notary ofCifuentes Mrs. María Teresa Bolás Olcina on March 28, 2006 and protocol number 574..BENTLEY API S.L. a SINGLE PERSON COMPANY hereinafter in this contract referred to as Company D,with its registered office in Pinseque (Zaragoza), Autovía de Logroño, Km. 18,800, Polígono losLeones, Naves 22-23, a company established for an unspecified period of time on April 23, 2004. Theaforementioned deed has been registered in the Companies Registration Office in Zaragoza in volume3069, book 0, section 8 of companies, folio 63, page Z-35721, entry no. 1, CIF No. B83969091. Theaforesaid company is duly represented by Mr. Adolfo HERRERA MALAGA, holder of D.N.I: number386553-S and Mr. Emilio BARTA PEREZ, holder of D.N.I. number 50833170-L by virtue of the powers
 

 
conferred before the Notary of Madrid Mr. Jose Manuel García Collantes on July 20, 2006 andprotocol number 1495.And in the presence of the Notary Public Mr. Gerardo Von Wichmann Rovira specifically required toformalize the present contract**AGREE**          To formalize the present contract by which the Bank grants to the Borrower a loan for theamount of 11,000,000.EUROS (eleven million Euros), with the Borrower undertaking to fully repaythe amount loaned, together with such interest charges, commissions, taxes, levies and expenses,including such legal costs as may arise as a result of this contract, until fully paid, inaccordance with the following**CLAUSES****FIRST****.- Drawdown**          The drawdown of the total loan amount shall be carried out by means of a transfer into accountnumber 0182 5710 01 020 104158 4 that the Borrower holds with the Bank, in the Corporate Branch ofSan Sebastián de los Reyes, Office number 5710 with acknowledgement from the Borrower of thereceipt of the said amount.          On opening the loan and on the total amount granted, there shall accrue an up front, one timecommission fee of 0.20 %, on the date of signing this contract, and for the costs and expenses ofstudy charges on this transaction the Bank shall receive on the same date a 0.00% commission fee onthe amount of the loan.**SECOND****.- Term and amortization**          The loan shall be available between the date of the present contract and December 31, 2013 andshall be repaid to the Bank on the dates and for the amounts in accordance with the followingamortization table:     December 31, 2008 412,500 eurosMarch 31, 2009 412,500 eurosJune 30, 2009 412,500 eurosSeptember 30, 2009 412,500 eurosDecember 31, 2009 412,500 eurosMarch 31, 2010 412,500 eurosJune 30, 2010 412,500 eurosSeptember 30, 2010 412,500 eurosDecember 31, 2010 412,500 eurosMarch 31, 2011 412,500 eurosJune 30, 2011 412,500 eurosSeptember 30, 2011 412,500 eurosDecember 31, 2011 412,500 eurosMarch 31, 2012 412,500 euros
 

 
     June 30, 2012 412,500 eurosSeptember 30 2012 412,500 eurosDecember 31,2012 412,500 eurosMarch 31, 2013, 412,500 eurosJune 30, 2013 412,500 eurosSeptember 30, 2013 412,500 eurosDecember 31, 2013 2,750,000 euros             These amortization amounts on the principal, as well as the interests payments, shall be paidin full on the respective due dates, or before if the repayment date falls on a holiday, throughthe account mentioned in the first clause, in which the Borrower must maintain the necessary fundsto cover the amounts due on each payment date*.*          Notwithstanding the term of this Agreement, the Loan may be terminated by the Bank, not onlyfor whatever reason as set out in this contract but also when the Borrower incurs early terminationfor whatever legal grounds and/or in any of the following circumstances: a) Failure on the part of the Borrower to pay, on the respective due dates, the amounts inrelation to the principal, the interest thereon, fees, costs and expenses of whatevernature or of any other amounts owed to the Bank by virtue of this Loan.  b) Non compliance by the Borrower with any other legal or contractual payment obligationsarising from other contracts with the Bank, or with third parties when, in the latter case,the amounts involved may be significant enough to affect the assets and financial situationof the Borrower.  c) General and repeated failure by the Borrower to comply with mandatory tax and socialsecurity payments or those payments arising from an employment relationship.  d) Non compliance with any of the obligations assumed by the Borrower by virtue of thepresent contract, other than those included in paragraphs a) and b) above or of obligationsthat may arise pursuant to any legal obligation which have been notified to and notcomplied with by the Borrower within ten (10) business days from the relevant communicationto the Borrower by the Bank.  e) Should it be proved that there has been misrepresentation of any facts in relation tothe Borrower or of documents presented as the basis for the granting of or the continuingof this Loan and should the Borrower fail to provide the Bank with the necessary documentsto establish his legal or financial situation when required so to do.  f) Judicial or administrative proceedings against the Borrower that may entail theexecution or attachment amounting to more than 25% of the Borrower’s assets or should thesaid Borrower be placed under judicial administration or be the object of a confiscationorder, expropriation or administrative audit.  g) In the event of any legal situation that may limit the Borrower’s full capacity toadminister and dispose of his assets, amongst other things in the event of the assets ofthe Borrower being transferred to his creditors.
 

 
 h) Should the Borrower seek an extra judicial agreement with his creditors that involves adischarge or postponement in relation to the compliance with his obligations or thataffects a substantial part of his assets.  i) Should the assets and net worth, economic or financial situation of the Borrower beadversely affected to such an extent as to substantially affect his ability to comply withhis obligations under the present Contract or should any of the Borrower’s annual accountratios indicated below should increase by more than 20% with respect to the same ratio forthe previous fiscal year. The ratios are: the Net Financial Debt/Equity and the NetFinancial Debt/EBITDA.  j) Should the Borrower modify or change the nature of his business, activities or legalstatus in such a manner as to adversely affect his solvency.  k) Should the actual shareholding of the Borrower fall below 10%.  l) Should any creditor of the Borrower demands the early termination of obligationsassumed by the said Borrower on loan, credit or discount contracts, swap agreements orguarantees that taken on their own or together may exceed 25 % of the Borrower’s assets.  m) Should the informed opinion of the Borrower’s audited annual accounts or any of itsSubsidiaries have been classified by the respective auditors under the headings of“reserved opinion”, “ unfavorable opinion” or “opinion denied”, all in accordance withgenerally accepted accounting principles as accepted in Spain. The “reserved opinion”, inorder to constitute a termination event, shall be based on facts and circumstances whoseimpact may have a significantly negative effect on the assets of the Borrower or itsSubsidiaries.  n) In the case of guarantors of any kind, should any of the eventualities as set out inparts b), f), i) or l) above occur to them.          In any of the cases referred to above the Bank has the right to declare the immediate totalearly termination of this Loan.**THIRD****.- Early amortization**          Notwithstanding the scheduled repayment set out in the previous clause, the loan may be theobject of an early amortization, should this suit the Borrower. The said amortization may be eithertotal or partial.          The amounts corresponding to an early amortization shall be applied, in the first instance, tomeet interest payments, commissions, accrued costs and expenses and; in the second instance, to theamortization of the principal, in accordance with the natural order of the planned amortizationdates. In the event of an early amortization of the loan on a different date to the due date for agiven interest period, the Bank shall receive, on that date, a fee of 0% on the amortizationpayment.
 

 
**FOURTH****Accrual, calculation and payment of interest**Interest Periods**For the purpose of assessing the interest rate applicable at any given time, the contract termshall be divided into periods coinciding with the quarterly calendar, except in the case of thefirst period that will start on the commencement date of the contract and will terminate on thelast day of the corresponding calendar month and the last period that will start on the first dayof the last calendar quarter and will terminate on the last day of the contract term..**Interest rate and settlement**          The rate of nominal interest applicable shall be the EURIBOR, as defined below and the excessrounded up to the closest multiple of 0 of one per cent, plus a differential of 0.50 percentagepoints.For the purpose of establishing the above, the EURIBOR (the Euro Interbank Offered Rate) shall beunderstood as the reference rate in the Euro Money Market resulting from the application of theconvention, always in force and backed by the European Federal Bank and the Financial MarketsAssociation (ACI), for twelve-month euro deposits and the rate shall be taken as published on thesecond business day before the day on which the corresponding interest period starts to run.Currently the EURIBOR is published at around 11.00 a.m. (Central European Time) on Reuters’EURIBOR01 page , and is published on the second business day before the date to which it applies.In the event of this page becoming unavailable, the rate shall be taken with reference to whatevermay substitute it in future in accordance with the practice of the Euro Money Market in whateverform it may be established.          “Business day” shall be understood solely and exclusively here with reference to the Interbankmarket as a day when the TARGET system is operating. With respect to this criterion, thecontracting parties establish as the nominal annual rate applicable to the first interest period arate of 5.02%.For each settlement, the total amount of interest accrued shall be obtained from the rate definedabove, by applying the following formula: the outstanding principal multiplied by the interest ratethat is contractually applicable to that specific payment period, multiplied by the number of daysof the said settlement period, and this, in turn, is divided by thirty six thousand.The agreed interest rates shall accrue per day and be settled and paid in full at the end of eachquarter on the following dates: December 31, March 31 June 30 and September 30, each year and onthe final maturity of this agreement.In the event that the first and last settlements should not coincide with these complete periods,the first payment shall be due on the dates comprised between the date of the credit drawdown andthe first periodic payment, and the last payment on the dates that run from when last periodicpayment falls due until the final expiry date. Any changes to the interest settlement dates shallbe communicated by the Bank to the Borrower in advance.
 

 
In the event that owing to circumstances in the relevant markets, the EURIBOR as defined above isnot published, the rate applicable to calculate the interest rate shall be the EURIBOR publishedfor the period immediately preceding that initially chosen for which there exists a quotation (withpreference given to the closest rather than the furthest away). The substituted rate shall be usedto calculate the nominal interest rate applicable to the said interest period with identicalcalculation rules as outlined above for the substituted reference.          In the event that it would not be possible to determine that the substituted EURIBOR inaccordance with the previous paragraph, for each interest period the rates published and applied inthe market from time to time for transactions of a similar or equal nature, quantity and time, withidentical calculation rules as in the previous paragraphs shall apply.The applicable interest rate, calculated in accordance with the rules laid out in the previousparagraphs, shall be increased, where applicable, by any taxes, surcharges or costs and expenses,including in the latter case brokerage charges that may arise now or in future in relation to thistype of transaction.**Revision of the applicable interest rate**The first revision of the applicable interest rate shall be made on October 1, 2007 and thereafteron the date on which each interest period commences.On the first day of each period, the applicable interest shall be revised and adjusted inaccordance with the rate indicated in paragraph 2 above of the present clause.In the case of a variation the Bank shall give notice to the Borrower, as provided for in theclause relating to communications in this contract, of the new interest rate applicable to thetransaction which shall come into effect on the commencement date of the new interest period.Should the Borrower not accept the rate to be applied for the new interest period, he shall notifythe Bank within 48 hours following the receipt of such notice from the Bank and where no notice tothe contrary is received it shall be assumed that the Borrower accepts the proposed rate. In thecase of non acceptance, the Borrower shall, within a period of fifteen days, repay all outstandingamounts. Failure to comply with this obligation shall entitle the Bank to terminate the contractwith effect from the end of the reimbursement period, on which interest shall be payable at thelast applicable rate.**FIFTH.****- Calculation of terms**In order to calculate the relevant time periods outlined in this contract the following definitionsshall mean:For “CALENDAR DAY”: All the days of the calendar. For periods indicated in days these shall meancalendar days in all cases.For “BUSINESS DAY”: any day of the week, except Saturdays, Sundays, Public Holidays and non-workingdays for banks.
 

 
For “CALENDAR MONTH”: The period running between the first and last day of any twelve months ofthe year, both inclusive.For “QUARTER”: The period running between the first day of the months of January, April, July, andOctober of each year, and the last day of the months of March, June, September and Decemberrespectively, both inclusive.For “HALF-YEAR”: The period understood between the first day of the months of January and July ineach year, and the last day of the months of June and December, respectively, both inclusive.For “WEEK”: The period running between a day of a specific week and the day before thecorresponding day of the following week, both inclusive.For “MONTH”, “TWO MONTHS”, “QUARTER”, OR “HALF-YEAR”: The period running between a specific day andthe numerically preceding day in the following month, in the second month, in the third month, orin the sixth month, consecutively, subsequently and respectively, both inclusive. If the saidmonth does not include a day of that number, the term shall be determined by the day closest to theone prior to it according to the above rule.**SIXTH****.- Communications**In relation to communications between the parties, it is expressly agreed that any method may beused that provides written proof of transmission and receipt. In this regard the dispatch of atelegram or a fax sent to the appropriate address is expressly declared as valid, as the receiptbearing the date issue of the telegram constitutes authentic proof of the communication, and sodoes the original copy of the fax on which its reception at the address indicated is printed.**SEVENTH****.- Default Interest**The outstanding financial obligations of the Borrower, arising from this contract, due andoutstanding. shall accrue from the day after they fall due, with a default interest of 5 additionalpoints on the interest rate prevailing at the time of each payment or, if the policy has reachedterm, the last interest rate applied before it became due; this shall be calculated by the samemethod as that applicable to ordinary interest, although this shall apply to calendar months or apart thereof and always for periods in arrears and the default interest shall accrue on theprincipal amount on the payment dates, with the interest due and outstanding capitalizing in amanner that, as in the case of capital increases, new interest accrues on the default interest rateas expressed in this clause. The resulting amounts of default interest shall be regarded as finalat the time they are debited, without prejudice to the right of the Bank to demand at any time thedefault interest that has accrued but has not yet been debited.Once the operation has expired, either because the time it was agreed for has gone by, or becauseany ground for early termination has arisen, and the borrower has not cancelled all his paymentobligations arising from the present contract, the default interest applicable to the total debitbalance, until the permanent repayment of the operation, shall be the last default interest inforce.
 

 
**EIGHTH****.- Guarantee Agreement**If, during the term of this Loan agreement, circumstances should arise that may have a negativeeffect on the solvency of the Borrower or on the guarantees granted, the said Borrower, withoutprejudice to the Bank’s right under the SECOND clause to an early termination of this agreement,shall if so requested by the Bank, constitute real guarantees on any tangible assets, real estate,chattels or entitlements as may be required as security for the obligations arising from thepresent contract.The obligation referred to in the previous paragraph shall be complied with by the Borrower withinfifteen days following the date on which the Bank so requires it. Should it transpires that theBorrower has failed within the stipulated period to comply fully with this obligation, the Bank maydeclare an early termination of the present agreement in accordance with the provisions of theSECOND clause.Therefore, in the event that, at the prior request of the Borrower and with the consent, whereapplicable, of the Bank, the term of this agreement should be modified and/or the principle of theLoan established under this agreement be increased, then the Borrower, shall, at the request of theBank, constitute real guarantees over such assets as may be required, as a security for thecompliance with the obligations entered into under the provisions of this contract. This obligationshall continue regardless, save in such appropriately amended document or other annex to thepresent contract where the parties may agree to different conditions.The Borrower shall constitute a real guarantee in case of failure to comply with the ratios, shouldthey have been included in this contract, within a period of 10 days from the request of the Bank.In accordance with the above, the real guarantee shall be constituted with the prior agreement ofthe Bank and be adequate to cover the possible risk involved until the termination of the contract.**NINTH****.- Insurance**The Borrower shall, at the Bank’s first request, insure his assets in a form adequate to theobjective circumstances of the market, to his particular circumstances and to the details of thecurrent loan.**TENTH****.- Allocation of payments and set off**Save in the case of specific instructions to the contrary, the Borrower fully authorizes the Bankthat amounts paid in to reduce outstanding debts may be allocated or assigned to meet whateveroutstanding debts or other due and payable obligations the Borrower has with the Bank.Indebtedness that the Borrower incurs arising from this contract, may be set off by the Bank withany other indebtedness the Borrower may have in his favor, regardless of the form and documentsthat support it, the termination date, which, in this case, may be accelerated by the Bank, and hisright of entitlement, including the deposit involved. The Borrower pledges all his present andfuture assets for the proper performance of this agreement, with particular reference to those inhis name with the Bank, giving his irrevocable authorization to the Bank to proceed, in the eventthat he
 

 
fails to meet his payment obligations, to apply the cash deposits and to realize all credit rights,trade bills or securities that, in this case, may be deposited in the Bank, until such time as hehonors the outstanding payments still due and payable.**ELEVENTH.-****Charges and Expenses          All charges and taxes levied or to be levied by the State, Autonomous Regions, CountyCouncils, Councils, or similar Entities, of whatever type as well as all costs that arise by virtueof the constitution, performance, termination or communication of the obligations arising from thiscontract and, in particular, the legal charges and the brokerage fees or commissions of the PublicNotaries (Fedatarios Públicos) for their execution of this contract or for their formalities ortheir subsequent interventions, and as the case may be, the charges arising for the register checksor similar requirements in order for the Bank to recover the debt, shall be payable by theBorrower.          In the event of payment re-negotiation at the request of the Borrower, for an unsettled debt,the Bank shall receive at the time of negotiation 0.40% of the total amount of the debt due andunpaid, with a minimum of 12.02 euros.          Where the Bank reclaims amounts due and unpaid, it shall receive without prejudice to thecharges, levies, legal costs and expenses that may arise in such circumstances, to cover theadministrative charges, a fixed amount of 30 euros, at the time when the amount is due or on thefirst payment of the debt claims.**TWELFTH****.-. Judicial Enforcement**The contract to which the present agreement refers has been executed, as expressed above, beforethe Notary Public (Fedatario Público) and carries with it full legal force including the provisionsof article 517, section 2, number 5 of the Civil Procedure Act ( Ley de Enjuiciamiento Civil) andthe accompanying legislation.Should the loan be in arrears for whatever reason or motive, and given that the amount payable is acash sum arising from the loan as certified in this document, the Bank may commence an action forjudicial enforcement in accordance with number 5°, of section 2, article 517 of the Civil ProcedureAct (Ley de Enjuiciamiento Civil) and the associated regulations, with the object of enforcingrepayment of the principal, interest thereof, fees, costs and expenses, in accordance with theconditions as established in this contract, plus the costs and expenses, and judicial taxes andcosts that may arise as a consequence of the proceedings.Without prejudice to what was set out in the previous paragraph, the contracting parties expresslyagree that, for purely procedural purposes, in accordance with the provisions contained in section2 of article 572 of the Civil Procedure Act (Ley de Enjuiciamiento Civil), the Bank may include,together with the document indicating its right to enforcement as set out at number 5° of section 2of article 517 of the Civil Procedure Act (Ley de Enjuiciamiento Civil), issued in accordance withthe applicable notarial regulation, other certification, issued in accordance with the terms as setout in section 1 of article 573 of the said Act, accrediting the debit balance account of theoperation, in the form agreed in this contract. For these purposes, the document indicating theright to execution and the supporting documentation as set out in section 1 of article 573 of theCivil Procedure Act (Ley de Enjuiciamiento Civil) shall suffice for the application for judicialenforcement.
 

 
The Borrower agrees forthwith that any number of authorized copies of the present memorandumrequested by the Bank for judicial enforcement reasons will an have identical legal status to thatof the original copyIt shall fall on the Borrower to pay the fees or brokerage commissions of the Notaries Public(Fedatarios Públicos) for their intervention in issuing the second copies or affidavits of thiscontract as mentioned in the previous paragraph, and shall extend also to guaranteeing, asappropriate, the payment of said fees or brokerage commission.**THIRTEENTH****.- Domicile of the parties, place of fulfillment of obligations**          For all the purposes of notices, requests and communications to which this contract givesrise, even to the effects deriving from Art. 51 of the Civil Procedure Act (Ley deEnjuiciamiento Civil), the designated address of the Borrower shall be TEIDE 4 PARQUE EMPRESARIALLA MARINE, 28700 SAN SEBASTIAN DE LOS REYES, a place where it has an authorized representative toact on its behalf, unless an irrefutable notice is given to the Bank of a change of the saiddomicile.          It is expressly declared that the place of payment and fulfillment of whatever obligations mayarise from the present contract, is the Branch of the Banco Bilbao Vizcaya Argentaria, S.A.(Office5710), situated in C/REAL 73, 28700 S S DE LOS REYES, a place which is designated by the bank asits domicile for the purposes mentioned in the previous paragraph.          For the purpose of communication between the parties, it is expressly agreed that any methodmay be used that permits proof of transmission and receipt. In this regard the transmission of atelegram or fax sent to the appropriate address is expressly declared as valid and constitutesauthentic proof of receipt of service for the communication of the telegram and so does theoriginal copy of the fax on which its reception at the address indicated is printed ..          The Borrower expressly agrees s that for operational, accounting or organizational reasons theBank reserves the right to change the account number used by the Borrower, the office number andthe location of same, though always within the same city in which the initial office was located,and the parties accept, in this sense, the new location as the place for payment and compliancewith the obligations arising from the contract, granted also that this modification does not in theleast affect the rest of the contractual conditions, nor the obligations of whatever type assumedby both parties in the present contract.          The said modification shall be notified by the Bank to the Borrower by any means ofcommunication, provided always that there exists written proof of service in which must bespecified: the new account number and that of the office, as the case may be, should the officeaddress have changed, and the date from which the said modification will come into effect.**FOURTEENTH****.- Assignment**          The Bank may assign, transmit or transfer, fully or in part this credit agreement or any ofthe rights arising from the present contract.
 

 
          The Bank enters into the present Contract on the understanding that the Borrower possesses therequisite legal capacity and solvency and that this contract or the rights derived thereunder maynot be assigned, transmitted or transferred, fully or in part by the latter without the expressconsent of the Bank.**FIFTEENTH****.- Applicable Law**          The present contract shall be governed by Spanish law.**SIXTEENTH****.- Declarations and Obligations.****16.1.- DECLARATIONS OF THE BORROWER**The Bank grants the present Contract in consideration of the following declarations which theBorrower solemnly makes:1. That the Borrower is in possession of all necessary authorizations, where applicable, toenter into the present Contract, and that contractual obligations so entered into are validand binding. At the same time, no consent, license, authorization or approval of thirdparties, shall be required in relation to the granting, validity and enforceability of thepresent Contract not previously obtained before the formal endorsement of this agreement.2. That all the information submitted to the Bank, including the financial information iscorrect and faithfully reflects such position, in accordance with the principles ofaccountancy commonly accepted in Spain, and that there are no matters or omissions that maydistort the said information.3. That there are no outstanding litigation, arbitration or proceedings of whatever kind or ofwhich the Borrower has received notice, and that should such matters conclude in a manneradverse to the Borrower, this could have a substantially negative effect on his businessactivities, assets or financial situation or his capacity to fulfill his obligations arisingfrom the present Contract or that could question the validity or enforceability of the presentContract.4. That to date there exist no grounds that could justify a declaration of early terminationneither in relation to the present Credit agreement or to any other credit or loan contractthat the Borrower may have entered into with third parties.5. That the Borrower understands and acknowledges that the present financing transaction hasbeen granted by the Bank on the basis of his personal circumstances, assets and financialsituation, in accordance with the financial and asset documentation supplied to the Bank andthe representations and warranties made in the present document and the obligations undertakenherein.     The above solemn declarations shall be understood as being implicitly reaffirmed and renewedon each date when the interest payments are to be made.
 

 
**16.2) OBLIGATIONS OF THE BORROWER**          In addition to the obligations inherent in this Contract to repay the principal,interest thereof, and fees, costs and expenses, the Borrower accepts the following obligations withthe Bank while the present Contract is in force or while the obligations arising from the contracthave not been fully complied with:1. To maintain the present loan and the rights of the Bank arising from this agreement, with atleast with the same preferences, privileges and rank as those which may arise for third partycreditors on account of contracts, of whatever type, that the Borrower may enter into infuture.2. Not to grant in favor of third parties any type of real or personal guarantees, except thoseto which the Bank consents in writing, requiring the creation of identical guarantees in favorof the Bank as those established with third party creditors, in such form as the Bankmaintains at all times the same ranking as with whatever other creditors the Borrower entersinto contracts of this type.   In respect of real or personal guarantees in existence before this Contract and which areincluded in the Financial Statement of the Borrower, the latter shall not to extend, increase orupgrade them, without previously granting equivalent guarantees in favor of the Bank.3. The Borrower must likewise send to the Bank within Fifteen (15) days from the date on whichthis is requested in writing, whatever information in relation to his economic and financialsituation, or to any relevant fact, or that which is necessary to check the use of such loanedfunds, as the Bank may reasonably demand.4. Notification in writing to the Bank, as soon as the Borrower becomes aware of anycircumstance concerning him or his parent company that may adversely affect his true net worthand financial situation or, in accordance with that which is established in the followingClause may result in the expiration of this Contract and the early termination of this loan.5. Not to segregate, break up, sell, assign, transfer or in any form dispose of a substantialpart of the premises or the group of active assets, or rights to receive payment — present orfuture — of the Borrower for an amount greater than 25% of his total consolidated assets,either as part of a single transaction or in a series of them, without receipt of anequivalent counter benefit, and without the express prior consent of the Bank.6. Not to enter into mergers, acquisitions or absorptions without the prior knowledge of theBank, nor to agree to its dissolution, transformation, merger or break-up, nor to reduce itscapital stock or modify its corporate purpose, save when obliged so to do by regulation orrule of law.7. To notify the Bank with due diligence of any matter which affects the truth or accuracy ofthe declarations contained in section 16.1) of the present Clause.8. Whenever it becomes necessary for the repayment of the principal of the loan or the paymentof the interests arising thereof or of whatever other amount, the Borrower shall adopt orprovide the means necessary to effect or enable the cash flow available from its Subsidiariesto be transferred in favor of the Borrower. Such transfers may be
 

 
carried out at the discretion of the Borrower, by means of dividends distribution or whatever otherinstrument.          For the purposes of the present Contract, Subsidiaries shall have the meaning defined inarticle 4 of the Securities Market Act (Ley del Mercado de Valores) 24/1988, of July 28.  9. To comply with the applicable legislation in force at any given time in the areas of trade,tax, employment, social, environmental or any other applicable law.10. To communicate to the Bank: a) any variation in his shareholding that may affect more than 5%of the total shareholding, if it is a listed company, or of 10% in other cases; and b) anychange that results in the takeover or loss of control of the company by one or more of itspartners, by which it is understood to be an absolute majority of the shareholders.**16.3) OTHER DECLARATIONS, OBLIGATIONS AND STATEMENTS**In the event that any of the following persons: the Borrower, guarantors of any type, as the casemay be, are declared insolvent, the fact that the Bank approved favorably the correspondingAgreement shall not prevent the Bank from recovering against those other parties under anobligation to this contract in accordance with the terms as laid out herein.**SEVENTEENTH****.- Increase in costs for the Bank**Should obligations be imposed on the Bank by legislation or regulations such as coefficients,reserves or deposits necessary over its liabilities in the Interbank Money Market, that involve anincrease in the costs of the funds that the Bank has to use for the financing of what wasimplemented through the present Credit Agreement, or should restrictions be imposed, either inrelation to the interest rate or the commissions, or any other restrictions, that involve areduction in the income that the Bank would be entitled to pursuant to this agreement, the Borrowershall compensate the Bank affected by the said provisions to the extent that the cost of the saidfunds is increased or income reduced.To this effect, the Bank, on each payment and liquidation of interest, and for the same period oftime, shall draw a complementary settlement charging the amount corresponding to the increase incosts for the Bank, in accordance with the provisions contained in the previous paragraph,including in the said settlement and liquidation a detailed calculation of the total amountcharged.**EIGHTEENTH****.- General Conditions**The Bank wishes to expressly draw attention to the fact that the clauses of this contract havepreviously been drawn up by same, and therefore those that do not include agreements of afinancial nature or that are not regulated by a general or specific provision that makes theirapplication obligatory for the contracting parties, or that have not been the object of a specificnegotiation, shall be regarded as general conditions of contract, the contracting parties togetherwith the Bank expressly accepting the said conditions and their incorporation into the contract, inaccordance with Law 7/1998, of April 13, on the General Conditions of Contract (Ley sobreCondiciones Generales de la Contratación).
 

 
**FINAL PAGE OF LOAN POLICY N° 5710/248869 FORMALIZED BETWEEN BANCO BILBAO VIZCAYA ARGENTARIA, S.A.AND LABORATORIOS BELMAC, S.A. UNDER THE SUPERVISION OF THE NOTARY PUBLIC (FEDATARIO PUBLICO).****TOTAL NUMBER OF PAGES (INCLUDING THE PRESENT AND THE ANNEXES) THAT MAKE UP THE POLICY: 17**          In fulfillment of the regulations laid down in the Ministerial Order of May 28, 1998, theNotary Public (Fedatario Público) swears on oath that the present agreement, including suchannexes, additional clauses and attached documents as the case may be, comprising in total thenumber of pages indicated above, including the present page, with the reverse side blank, numberedin sequence on the front, all of which have been numbered, stamped, signed and sealed by thesupervising Notary Public..          The parties state that, with a single signature stamped on the last page, they affirm theirfull agreement and acceptance of the entire contents of this agreement, as it has been drafted andwith all the conditions included therein.          By these express terms, the contracting parties agree to accept the agreement duly enteredinto,Alcobendas on June 29, 2007   **BANCO BILBAO VIZCAYA****ARGENTARIA,S.A.By Proxy** **THE BORROWERLABORATORIOS BELMAC, S.A.By Proxy**     **LABORATORIOS DAVUR, S.L.By Proxy** **LABORATORIOS RIMAFAR,S.L.By Proxy** **BENTLEY API, S.L.By Proxy**Under my supervision I solemnly swear to the true identity, contractual capacity and authenticityof the signatures of the executing parties, and to their conformity and acceptance of the contentof this agreement.**THE NOTARY PUBLIC******