[GRAPHIC]
URKUNDE
des Notars
DR. NORBERT MEISTER
in Frankfurt am Main
Nummer 56 der Urkundenrolle fur 2001
[GRAPHIC]
RECORDED
at Frankfurt am Main on May 18, 2001
Before the undersigned notary public
DR. NORBERT MEISTER
with offices at Frankfurt am Main
appeared today:
1. Ms. Monika Wickel, having her business address at Taunusanlage 11,
60329 Frankfurt am Main, personally known, acting not in her own name
but, excluding any personal liability whatsoever, in the name and on
behalf of BASF Aktiengesellschaft, Ludwigshafen, Central Legal
Department, 67056 Ludwigshafen, Germany, by way of a power of attorney
a fax copy of which was presented to the notary public. Ms. Wickel
stated that the original power of attorney will be submitted to the
notary public in due course and that a certified copy of the power of
attorney shall be attached to this deed.
2
- hereinafter referred to as "Seller"-
2. Mr. Thomas Gilles, who identified himself by his German identity card,
Bethmannstrasse 50-54, 60311 Frankfurt am Main, acting not in his own
name but in the name and on behalf of Abbott Laboratories, One Abbott
Park Road, Abbott Park, Illinois 60053-3500, USA, by way of a power of
attorney a fax copy of which was presented to the notary public. Mr.
Gilles stated that the original power of attorney will be submitted to
the notary public in due course and that a certified copy of the power
of attorney shall be attached to this deed.
-hereinafter referred to as "Purchaser"-
The Notary asked about a prior involvement in the meaning of Section 3 para 1
no. 7 Notarization Act (BEURKUNDUNGSGESETZ) and received an affirmative reply
with the proviso, that such prior involvement occurred upon request of all
parties involved. The notary public advised the persons appeared of their right
to demand a written translation into German or the assistance of an interpreter.
The persons appeared expressly waived such right and demanded the immediate
recording of the present deed.
The Parties appeared stated that this notarial deed should be notarized in
English. The notary public who is in command of the English language ascertained
that the Parties appeared are also in command of the English language. The
Parties appeared waived their right to have this deed translated to them by a
sworn interpreter.
The parties now therefore enter into the following:
SECOND AMENDMENT TO PURCHASE AGREEMENT
"SECOND AMENDMENT"
WHEREAS, Seller and Purchaser are parties to the Purchase Agreement
dated as of December 14, 2000 (Number 194 of the Roll of Deeds for 2000 of Dr.
Norbert Meister, notar, at Frankfurt am Main), as amended by the Amendment dated
as of March 2, 2001 (Number 226 of the Roll of Deeds for 2001 of Dr. Gerhard
Pilger, notar, at Frankfurt am Main) (the "Purchase Agreement" or the "Reference
Deeds"), pursuant to which the Purchaser acquired the Shares and Transferred
Patents (as such terms are defined in the Purchase Agreement); and
WHEREAS, any and all defined terms used in this present deed shall have
the same meaning as attached to them in the Purchase Agreement unless expressly
stated otherwise herein;
3
WHEREAS, for the purpose of making reference to the Notarial Deeds,
certified copies of the Reference Deeds were made available to the parties
throughout the course of the present notarization. The content of the Reference
Deeds is known to the Signatories and they waive their right to have the
Reference Deeds read aloud and to have the Reference Deeds attached to this
Deed.
WHEREAS, Seller and Purchaser have agreed to certain matters incidental
to the actions to be taken by the parties subsequent to the Closing (as such
term is defined in the Purchase Agreement) regarding the adjustment of the
Non-Indian Purchase Price (as such term is defined in the Purchase Agreement as
amended);
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties to the Purchase Agreement hereby
agree as follows:
SECTION 1
DEFINTIONS
All initial capitalized terms used and not otherwise defined herein
have the meanings assigned to such terms in the Purchase Agreement.
SECTION 2
AMENDMENTS TO THE PURCHASE AGREEMENT
The Purchase Agreement is hereby amended as follows:
2.1 The first sentence of section 9.2 of the section of the Purchase
Agreement entitled "Section 9, Non-Indian Purchase Price Adjustment" is
hereby amended by replacing the phrase "The amount determined in
accordance with Section 9.1 above" with the phrase "The amount
determined in accordance with Section 10.5 below."
2.2 The section of the Purchase Agreement entitled "Section 10, Final
Closing Net Asset Value Statement" is hereby amended by amending and
restating Sections 10.4, 10.5 and 10.6 in their entirety as follows:
"10.4 Purchaser shall have until and including June 4, 2001 to
review the Closing Net Asset Value Statement, and to raise in
writing and in reasonable detail any objections against
specified items of the Closing Net Asset Value Statement,
indicating precisely the higher or lower value which in
Purchaser's opinion should be allocated to each item in
dispute. Purchaser and its auditors shall be granted access to
all relevant information produced by Seller or Seller's
Auditors; provided, however, that the work papers of Seller's
Auditors shall be made available only to Pur-
4
chaser's Auditors. The objections raised by Purchaser pursuant
to this section must also specify how the amounts in dispute
should be allocated in Purchaser's opinion. Any item in the
Closing Net Asset Value Statement objected to by Purchaser
shall hereinafter be referred to as a "Disputed Item."
10.5 (a) If and insofar as Purchaser does not raise objections to
the Closing Net Asset Value Statement in accordance with
Section 10.4 above, the Closing Net Asset Value arrived
at in the Closing Net Asset Value Statement shall be
final and binding upon the parties, subject to Section
10.5(b) below. To the extent to which the Closing Net
Asset Value arrived at in the Closing Net Asset Value
Statement is final and binding upon the parties the
adjustment payment to be made by Purchaser or Seller
according to Section 9.1 shall be made forthwith, in
accordance with Section 10.5(c) below.
(b) On May 23, 2001, Purchaser shall pay to Seller Euro
1,078,853,000 (in words: one billion seventy eight
million eight hundred fifty-three thousand Euros). This
payment represents Euro 1,064,307,000 (in words: one
billion sixty-four million three hundred and seven
thousand Euros) (the "Partial Adjustment Payment"), plus
accrued interest in the amount of Euro 14,546,000 which
has been calculated at a rate of six percent (6%) per
annum from the Closing to the date of payment.
(c) When the Closing Net Asset Value arrived at in the
Closing Net Asset Value Statement is final and binding
upon the parties, then any adjustment payment owed by
one party to the other party pursuant to Section 9.1(b)
or Section 9.1(c) above, shall first be reconciled
against the amount of the Partial Adjustment Payment,
and such reconciled amount shall be paid to the party to
whom it is due, pursuant to Section 9.2 above.
10.6 The parties shall use their best efforts to resolve the
Disputed Items within 15 working days following receipt by
Seller of Purchaser's objections pursuant to Section 10.4
above, and as part of such efforts the parties shall meet to
discuss such Disputed Items during the week of June 17, 2001."
SECTION 3
MISCELLANEOUS
3.1 Notices. All notices, statements and other communications to be given
with respect to this Second Amendment shall be in the English language
and sent by registered mail, by facsimile transmission or by messenger
to the parties at the
5
following addresses or at such other addresses as shall be specified by the
parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Telefax: 49.621.60.20410
If to Purchaser: Abbott Laboratories
One Abbott Park Road
Abbott Park, Illinois 60053-3500
Telefax: 847-938-6277
Attn: General Counsel
3.2 Entire Agreement; Written Form.
(a) As amended by this Second Amendment, the Purchase Agreement shall
remain in full force and effect and shall constitute the entire
agreement and supersede all other prior agreements and
undertakings both written and oral among the parties with respect
to the subject matter thereof and hereof. In the event of any
translation of this Second Amendment, the English version shall
govern.
(b) Any changes in this Second Amendment including, but not limited
to, this clause shall only be valid if made in writing and
executed by both Seller and Purchaser or, if necessary, in a
stricter form.
(c) Neither party hereto waives any rights it may have under the
Purchase Agreement, including any and all rights under Sections 10
(as amended hereby), 15 and 18 of the Purchase Agreement, or
otherwise under applicable law in connection with this Second
Amendment, the subject matter hereof, or by virtue of any payment
made pursuant to Section 10.5 above, all of which rights are
hereby expressly reserved.
3.3 Assignment. Neither Seller nor Purchaser may assign any rights or
obligations under this Second Amendment to any third party without the
consent of the respective other party.
3.4 Governing Law; Jurisdiction.
(a) This Second Amendment shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany,
without regard to its choice of law rules.
6
(b) Except as otherwise expressly stated elsewhere in this Second
Amendment, and except for the continuing applicability of the
provisions of Sections 10.7 and 10.8 of the Purchase Agreement for
the resolution of remaining Disputed Items described in Section
10.6 of the Purchase Agreement as amended by this Second
Amendment, all disputes arising out of or in connection with this
Second Amendment, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved
by arbitration in accordance with the Rules of the German
Institute of Arbitration e.V. (DIS) without recourse to the
ordinary courts of law, provided that the Chairman of the Arbitral
Tribunal shall not be of the same nationality as that of any of
the parties to a given dispute. The place of arbitration shall be
Frankfurt, Germany; the language of the arbitration shall be
English.
3.5 Expenses.
(a) Except as specifically provided otherwise in this Second
Amendment, each party shall bear its own expenses and fees
(including attorneys', accountants', consultants' and advisors'
fees) in connection with this Second Amendment or any of the
actions contemplated herein.
(b) Fees and costs triggered by the implementation of this Second
Amendment, including but not limited to any notarial fees, any
transfer or sales Tax (including any value added Tax and stamp
duties and property transfer Tax according to Section 5 para 3
Grunderwerbssteuergesetz), any registration or publication fees
shall be borne by Purchaser.
3.6 Severability. Should any of the provisions of this Second Amendment be
or become fully or partly invalid or unenforceable, the remainder of
the Second Amendment shall be valid or enforceable. The invalid or
unenforceable provision shall be replaced by a provision which shall
come as close as possible to the economic purpose of the invalid
provision. Any gaps in this Second Amendment shall be filled by a
provision which the parties as prudent businessmen would in good faith
have agreed to, had they considered the matter not covered by this
Second Amendment.
The above was read out aloud by the notary public, approved by the parties
appearing, and then signed by them and the notary public in their own hand as
follows:
gez. Monika Wickel
gez. Thomas Gilles
gez. Meister, Notar
[BASF Aktiengesellschaft LETTERHEAD]
BASF Aktiengesellschaft - 67056 Ludwigshafen
VOLLMACHT
Hiermit erteilen wir
HERRN WALTER KNAUS,
FRAU SABINE GERTH,
FRAU DAGMAR ROTH und
FRAU MONIKA WICKEL
- jedem fur sich alleine -
Vollmacht, BASF Aktiengesellschaft bei der notariellen Beurkundung des
beigefugten "Second Amendment to Purchase Agreement" zwischen BASF
Aktiengesellschaft und Abbott Laboratories am 18.05.2001 zu vertreten.
Ludwigshafen, 18.05.2001
BASF Aktiengesellschaft
/s/ Dr. Heinz-Gerd Goldmann /s/ Joachim Scholz
--------------------------- --------------------------
Dr. Heinz-Gerd Goldmann Joachim Scholz
Prokurist Prokurist
SECOND AMENDMENT TO PURCHASE AGREEMENT
This SECOND AMENDMENT TO PURCHASE AGREEMENT, dated as of May 18, 2001, ("Second
Amendment") is between BASF Aktiengeselleschaft ("Seller") and Abbott
Laboratories ("Purchaser").
WITNESSETH
WHEREAS, Seller and Purchaser are parties to the Purchase Agreement
dated as of December 14, 2000 (Number 194 of the Roll of Deeds for 2000 of
Dr. Norbert Meister, notar, at Frankfurt am Main), as amended by the
Amendment dated as of March 2, 2001 (Number 226 of the Roll of Deeds for 2001
of Dr. Gerhard Pilger, notar, at Frankfurt am Main) (the "Purchase
Agreement"), pursuant to which the Purchaser acquired the Shares and
Transferred Patents (as such terms are defined in the Purchase Agreement); and
WHEREAS, Seller and Purchaser have agreed to certain matters incidental
to the actions to be taken by the parties subsequent to the Closing (as such
term is defined in the Purchase Agreement) regarding the adjustment of the
Non-Indian Purchase Price (as such term is defined in the Purchase Agreement);
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties to the Purchase Agreement hereby
agree as follows:
SECTION 1
DEFINITIONS
All initial capitalized terms used and not otherwise defined herein have
the meanings assigned to such terms in the Purchase Agreement.
SECTION 2
AMENDMENTS TO THE PURCHASE AGREEMENT
The Purchase Agreement is hereby amended as follows:
2.1 The first sentence of section 9.2 of the section of the Purchase
Agreement entitled "Section 9, Non-Indian Purchase Price Adjustment" is
hereby amended by replacing the phrase, "The amount determined in
accordance with Section 9.1 above" with the phrase, "The amount
determined in accordance with Section 10.5 below."
2.2 The section of the Purchase Agreement entitled "Section 10, Final Closing
Net Asset Value Statement" is hereby amended by amending and restating
Sections 10.4, 10.5 and 10.6 in their entirety as follows:
1
10.4 Purchaser shall have until and including June 4, 2001 to review the
Closing Net Asset Value Statement, and to raise in writing and in
reasonable detail any objections against specified items of the
Closing Net Asset Value Statement, indicating precisely the higher or
lower value which in Purchaser's opinion should be allocated to each
item in dispute. Purchaser and its auditors shall be granted access to
all relevant information produced by Seller or Seller's Auditors;
provided, however, that the work papers of Seller's Auditors shall be
made available only to Purchaser's Auditors. The objections raised by
Purchaser pursuant to this section must also specify how the amounts
in dispute should be allocated in Purchaser's opinion. Any item in the
Closing Net Asset Value Statement objected to by Purchaser shall
hereinafter be referred to as a "Disputed Item."
10.5 (a) If and insofar as Purchaser does not raise objections to the
Closing Net Asset Value Statement in accordance with Section 10.4
above, the Closing Net Asset Value arrived at in the Closing Net Asset
Value Statement shall be final and binding upon the parties, subject
to Section 10.5(b) below. To the extent to which the Closing Net Asset
Value arrived at in the Closing Net Asset Value Statement is final and
binding upon the parties the adjustment payment to be made by
Purchaser or Seller according to Section 9.1 shall be made forthwith,
in accordance with Section 10.5(c) below.
(b) On May 23, 2001, Purchaser shall pay to Seller Euro
1,078,853,000. This payment represents Euro 1,064,307,000 (the
"Partial Adjustment Payment"), plus accrued interest in the amount
of Euro 14,546,000 which has been calculated at a rate of six
percent (6%) per annum from the Closing to the date of payment.
(c) When the Closing Net Asset Value arrived at in the Closing Net
Asset Value Statement is final and binding upon the parties, then
any adjustment payment owed by one party to the other party
pursuant to Section 9.1(b) or Section 9.1(c) above, shall
first be reconciled against the amount of the Partial Adjustment
Payment, and such reconciled amount shall be paid to the party to
whom it is due, pursuant to Section 9.2 above.
10.6 The parties shall use their best efforts to resolve the Disputed Items
within 15 working days following receipt by Seller of Purchaser's
objections pursuant to Section 10.4 above, and as part of such efforts
the parties shall meet to discuss such Disputed Items during the week
of June 17, 2001.
SECTION 3
MISCELLANEOUS
2
3.1 Notices. All notices, statements and other communications to be given
with respect to this Second Amendment shall be in the English language
and sent by registered mail, by facsimile transmission or by messenger
to the parties at the following addresses or at such other addresses as
shall be specified by the parties:
If to Seller: BASF Atiengeselleschaft
Central Legal Department
67056 Ludwigshafen, Germany
Telefax: 49.621.60.20410
If to Purchaser: Abbott Laboratories
One Abbott Park Road
Abbott Park, Illinois 60053-3500
Telefax: 847-938-6277
Attn: General Counsel
3.2 Entire Agreement; Written Form.
(a) As amended by this Second Amendment, the Purchase Agreement
shall remain in full force and effect and shall constitute the
entire agreement and supercede all other prior agreements and
undertakings both written and oral among the parties with
respect to the subject matter thereof and hereof. In the event
of any translation of this Second Amendment, the English
version shall govern.
(b) Any changes in this Second Amendment including, but not
limited to, this clause shall only be valid if made in writing
and executed by both Seller and Purchaser or, if necessary, in
a stricter form.
(c) Neither party hereto waives any rights it may have under the
Purchase Agreement, including any and all rights under
Sections 10 (as amended hereby), 15 and 18 of the Purchase
Agreement, or otherwise under applicable law in connection
with this Second Amendment, the subject matter hereof, or by
virtue of any payment made pursuant to Section 10.5 above, all
of which rights are hereby expressly reserved.
3.3 Assignment. Neither Seller nor Purchaser may assign any rights or
obligations under this Second Amendment to any third party without the
consent of the respective other party.
3.4 Governing Law; Jurisdiction
(a) This Second Amendment shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany,
without regard to its choice of law rules.
3
(b) Except as otherwise expressly stated elsewhere in this Second
Amendment, and except for the continuing applicability of the
provisions of Sections 10.7 and 10.8 of the Purchase Agreement
for the resolution of remaining Disputed Items described in
Section 10.6 of the Purchase Agreement as amended by this
Second Amendment, all disputes arising out of or in connection
with this Second Amendment, including any question regarding
its existence, validity or termination, shall be referred to
and finally resolved by arbitration in accordance with the
Rules of the German Institute of Arbitration e.V. (DIS)
without recourse to the ordinary courts of law, provided that
the Chairman of the Arbitral Tribunal shall not be of the same
nationality as that of any of the parties to a given dispute.
The place of arbitration shall be Frankfurt, Germany; the
language of the arbitration shall be English.
3.5 Expenses
(a) Except as specifically provided otherwise in this Second
Amendment, each party shall bear its own expenses and fees
(including attorneys', accountants', consultants' and
advisors' fees) in connection with this Second Amendment or
any of the actions contemplated herein.
(b) Fees and costs triggered by the implementation of this Second
Amendment, including but not limited to any notarial fees, any
transfer or sales Tax (including any value added Tax and stamp
duties and property transfer Tax according to Section 5 para 3
Grunderwerbssteuergesetz), any registration or publication
fees shall be borne by Purchaser.
3.6 Severability. Should any of the provisions of this Second Amendment be
or become fully or partly invalid or unenforceable, the remainder of
the Second Amendment shall be valid or enforceable. The invalid or
unenforceable provision shall be replaced by a provision which shall
come as close as possible to the economic purpose of the invalid
provision. Any gaps in this Second Amendment shall be filled by a
provision which the parties as prudent businessmen would in good faith
have agreed to, had they considered the matter not covered by this
Second Amendment.
[to be added at end: powers of attorney, certificates, apostile etc. for each
party]
4
Vorstehende Ablichtung Stimmt mit der Urschrift wortlich uberein.
Frankfurt am Main, den
25. MAI 2001 /s/ Dr. Norbert Meister
-----------------------------------------
Notar
[STATE OF ILLINOIS SECRETARY OF STATE SEAL]
APOSTILLE
(Convention de La Haye du 5 Octobre 1961)
1. Country: United States of America
This public document
2. has been signed by MARY TAMARRI
3. acting in the capacity of NOTARY PUBLIC, LAKE COUNTY
4. bears the seal/stamp of STATE OF ILLINOIS
Certified
5. Springfield, Illinois
6. MAY 15, 2001
7. by the Secretary of State, State of Illinois
8. No. 5285
9. Seal/Stamp: 10. Signature
/s/ Jesse White
--------------------------------
JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS
POWER OF ATTORNEY
We, the undersigned company
ABBOTT LABORATORIES
ABBOTT PARK, ILLINOIS, USA
hereinafter referred to as the "Company"
hereby grant powers of attorney to
Matthias Jaletzke
with business address at
Baker & McKenzie
Frankfurt, Germany
Thomas Gilles
with business address at
Baker & McKenzie
Frankfurt, Germany
Henrik Bauwens
with business address at
Baker & McKenzie
Frankfurt, Germany
Peter Gullo
with business address at
Baker & McKenzie
Frankfurt, Germany
and
Katharina Spenner
with business address at
Baker & McKenzie
Frankfurt, Germany
each singly to represent the Company in connection with the transactions
contemplated by the purchase agreement dated as of December 14, 2000 (the
"Purchase Agreement") between BASF Aktiengesellschaft, a stock corporation
organized under the laws of the Federal Republic of Germany ("BASF") and the
Company and any matters related thereto, including, but not limited to, (i) any
amendments to the Purchase Agreement; (ii) the sale of all of the issued and
outstanding shares of capital stock of (a) Knoll GmbH, formerly Knoll AG, a
stock corporation organized under the laws of the Federal Republic of Germany,
and (b) BASF Pharmaceutical Corporation, a Delaware corporation; (iii) the sale
to the Company and/or any of its subsidiaries of all of shares of capital stock
or other equity interests directly or indirectly owned by BASF;
-2-
(iv) the sale and transfer of certain patents, trademarks, tradenames and other
intellectual property, and to enter into any kinds of agreements and
commitments, including the right to grant substitute and additional powers of
attorney, as any of them deem necessary and appropriate in connection therewith.
Our representatives shall be authorized to make all statements they deem
necessary or appropriate in this context. Furthermore, our representatives shall
be released from the restrictions set forth in Section 181 of the German Civil
Code, and they shall be authorized to pass on this release to any recipient of a
substitute or additional Power of Attorney.
ABBOTT LABORATORIES
Illinois, 14 day of May 2001
by:
/s/ Thomas C. Freyman
------------------------------------
Thomas C. Freyman, Senior Vice President,
Finance and Chief Financial Officer
STATE OF ILLINOIS )
) ss.
COUNTY OF LAKE )
The undersigned, a Notary Public in and for the County and State aforesaid, does
hereby certify that Thomas C. Freyman, personally known to me to be a duly
appointed officer of Abbott Laboratories, an Illinois corporation, appeared
before me this day in person and acknowledged under oath that in such capacity
he signed and delivered this certificate pursuant to authority duly given to him
by said corporation.
GIVEN under my hand and seal this 14 day of May, 2001.
[OFFICIAL SEAL]
/s/ Mary Tamarri
------------------------
Notary Public
My Commission expires: 8/14/04
Vorstehende Ablichtung stimmt mit der Urschrift wortlich uberein.
Frankfurt am Main, den
22. MAI 2001 /s/ Dr. Norbert Meister
-------------- -------------------------
Notar
Beglaubigte Abschrift
[STATE OF ILLINOIS SEAL]
APOSTILLE
(Convention de La Haye du 5 Octobre 1961)
1. Country: United States of America
This public document
2. has been signed by MARY TAMARRI
3. acting in the capacity of NOTARY PUBLIC, LAKE COUNTY
4. bears the seal/stamp of STATE OF ILLINOIS
Certified
5. Springfield, Illinois
6. MAY 15, 2001
7. by the Secretary of State, State of Illinois
8. No. 5284
9. Seal/Stamp: 10. Signature:
/s/ Jesse White
---------------------------
JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS
CERTIFICATION
This is to certify that I, Brian J. Smith, am Assistant Secretary of
Abbott Laboratories and duly qualified and acting as such; that Abbott
Laboratories is a corporation duly organized and existing under the laws of
the State of Illinois with its principal office in Abbott Park, Lake County,
Illinois; that as such Assistant Secretary I am keeper of its books and
records and its corporate seal; that the attached Resolution is a true,
complete and correct copy of the Resolution passed by the Board of Directors
of Abbott Laboratories at a meeting held on December 8, 2000.
Given under my hand as Assistant Secretary and the seal of the Corporation
this 14 day of May, 2001.
/s/ Brian J. Smith
-----------------------------
Assistant Secretary
SUBSCRIBED and SWORN to before me
This 14 day of May, 2001.
[OFFICIAL SEAL]
/s/ Mary Tamarri
---------------------------------
NOTARY PUBLIC
My Commission Expires 8/14/04
-----------------
WHEREAS, BASF AG and certain of its affiliates, including Knoll AG
("BASF"), is divesting its global pharmaceutical products business, including
the capital stock of BASF subsidiaries engaged in such business (the "BASF
Pharma Group"), and has requested various companies, including the
Corporation, to submit a binding offer for the BASF Pharma Group; and
WHEREAS, the Board of Directors of the Corporation has determined that
it is desirable for the Corporation to submit a binding offer for the BASF
Pharma Group (the "Offer") and, if such Offer is accepted, to negotiate for
the purchase of the BASF Pharma Group by the Corporation (the "Acquisition");
and
WHEREAS, this Board of Directors has reviewed and considered the
Acquisition.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the Board and Chief
Executive Officer, the Executive Vice President, Pharmaceuticals and Chief
Scientific Officer, the Senior Vice President, Pharmaceutical Operations, the
Senior Vice President, International Operations, and the Senior Vice
President Finance and Chief Financial Officer (the "Authorized Officers") are,
and each of them is, hereby authorized and directed on behalf of the
Corporation to submit the Offer, including price terms and conditions
presented at this meeting and, in the event that the Corporation's Offer is
accepted, to proceed with negotiations for the purchase of the BASF Pharma
Group at a total cash purchase price not to exceed $_*_________.
FURTHER RESOLVED, that the Authorized Officers are, and each of them
hereby is, authorized to do or perform, or cause to be done or performed, all
such acts, deeds and things (including the payment of all necessary expenses
and the retention of the services of attorneys, investment bankers and others)
and to negotiate, execute and deliver in the name of and on behalf of the
Corporation, any and all agreements (including without limitation a definitive
purchase agreement), undertakings, documents, government filings,
instruments, or certificates or amendments thereto as each such Authorized
Officer deems necessary or desirable to effectuate and carry out fully the
purpose and intent of the foregoing resolution; and
FURTHER RESOLVED, that the corporate seal of the Corporation may be
affixed to any instrument or document executed pursuant to any of the
foregoing resolutions by impressing or affixing such seal thereon or by
imprinting or otherwise reproducing thereon a facsimile thereof.
Intentionally left blank
[RESTRICTED INFORMATION - THIS DOCUMENT CONTAINS CONFIDENTIAL
INFORMATION WHICH IS THE PROPERTY OF ABBOTT LABORATORIES. DO NOT DUPLICATE
OR CIRCULATE TO UNAUTHORIZED PERSONNEL. PLEASE DESTROY OR RETURN TO
THE CORPORATE SECRETARY AFTER YOU HAVE COMPLETED YOUR REVIEW.
Vorstehende Ablichtung stimmt mit der Urschrift wortlich uberein.
Frankfurt am Main, den
22 MAI 2001 /s/ Dr. Norbert Meister
--------- --------------------------------
Notar
[STATE OF ILLINOIS LETTERHEAD]
APOSTILLE
(Convention de La Haye du 5 Octobre 1961)
1. Country: United States of America
This public document
2. has been signed by MARY TAMARRI
3. acting in the capacity of NOTARY PUBLIC, LAKE COUNTY
4. bears the seal/stamp of STATE OF ILLINOIS
Certified
5. Springfield, Illinois
6. MAY 15, 2001
7. by the Secretary of State, State of Illinois
8. No. 5286
9. Seal/Stamp: 10. Signature:
/s/ Jesse White
-------------------------
JESSE WHITE
SECRETARY OF STATE
STATE OF ILLINOIS
CERTIFICATE OF INCUMBENCY
I, Brian J. Smith, do hereby certify that I am the duly elected and
qualified Assistant Secretary and keeper of the records and corporate seal of
Abbott Laboratories, a corporation organized and existing under the laws of
the State of Illinois, and that the following person has been duly elected to
the office set forther after his name by the Board of Directors of Abbott
Laboratories, and that this person is the present incumbent of the said
office.
NAME TITLE
---- -----
Thomas C. Freyman Senior Vice President, Finance and
Chief Financial Officer
Given under my hand as Assistant Secretary and the seal of the
Corporation this 14 day of May, 2001.
/s/ Brian J. Smith
-----------------------------
Assistant Secretary
SUBSCRIBED and SWORN to before me
this 14 day of May, 2001.
/s/ Mary Tamarri [NOTARY PUBLIC SEAL]
-----------------------------
NOTARY PUBLIC
My Commission Expires 8/14/04
-------------
Vorstehende Ablichtung, stimmt
mit der Urschrift wortlich uberein.
Frankfurt am Main, den
22. MAI 2001 /s/ Dr. Norbert Meister
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Notar
NOTARIELLE BESCHEINIGUNG
(Section 21 BNot0)
Hiermit bescheinige ich auf der Grundlage der von mir veranlassten heutigen
Einsichtnahme in das Handelsregister beim Amtsgericht Ludwigshafen (HRB
3000), dass die Herren
DR. GERD HEINZ GOLDMANN UND
JOACHIM SCHOLZ
als Prokuristen der BASF Aktiengesellschaft mit Sitz in Ludwigshafen dort
eingetragen sind und jeweils berechtigt sind, die genannte Gesellschaft mit
einem Vorstandsmitglied oder einem anderen Gesamtprokuristen zu vertreten.
Frankfurt am Main, den 22. Mai 2001
/s/ Dr. Norbert Meister
(Dr. Norbert Meister)
Notar
[NOTAR SEAL]
Vorstehende Ablichtung stimmt
mit der Urschrift wortlich uberein.
Frankfurt am Main, den
25. MAI 2001 /s/ Dr. Norbert Meister
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Notar