EX-2.1
from 8-K
72 pages
This Agreement Is Made on 27 September 2006 Between: (1) the Persons Whose Names and Addresses Are Set Out in Column (A) of Schedule 1 (Each a Seller and Together the Sellers); and (2) Inyx Pharma Limited (Registered Number 4573515) Whose Registered Office Is at Innovation House, 6 Seymour Court, Manor Park, Runcorn, Cheshire Wa7 1sy (The Purchaser). Background: (A) the Sellers Are Together Beneficially Entitled to All the Issued Share Capital of Pharmapac (Uk) Limited (The Company). (B) the Sellers Wish to Sell and the Purchaser Wishes to Purchase All the Issued Share Capital of the Company Free From Any Encumbrance on the Terms and Subject to the Conditions Set Out in This Agreement. It Is Agreed as Follows: 1. Interpretation 1.1 in Addition to Terms Defined Elsewhere in This Agreement, the Definitions and Other Provisions in Schedule 11 Apply Throughout This Agreement, Unless the Contrary Intention Appears. 1.2 in This Agreement, Unless the Contrary Intention Appears, a Reference to a Clause, Subclause or Schedule Is a Reference to a Clause, Subclause or Schedule of or to This Agreement. the Schedules Form Part of This Agreement. 1.3 the Headings in This Agreement Do Not Affect Its Interpretation. 2. Sale and Purchase 2.1 Subject to the Conditions Being Satisfied Or, Where Applicable, Waived, Each of the Sellers Shall Sell and the Purchaser Shall Purchase the Shares Set Opposite Such Seller's Name in Column B of Schedule 1. 2.2 the Shares Shall Be Sold Free From All Encumbrance and Together With All Rights Attaching to Them. 2.3 the Consideration for the Sale of the Shares Shall Be Determined in Accordance With Clauses 5,and 7. 2.4 the Sellers Acknowledge That the Purchaser Enters Into This Agreement in Reliance on the Representations, Warranties and Undertakings on the Part of the Sellers Set Out in This Agreement. 2.5 Each Seller: * * * Confidential Treatment
12/34/56
