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THIS AGREEMENT is dated this 20^th day of September 2002

PARTIES

(1)

NED-INT HOLDINGS LTD of Oriel House, 16 Connaught Place, London W2 2ZB, England(the Vendor); and

(2)

AKZO NOBEL N.V., Velperweg, 6824 BM Arnhem, The Netherlands (the Guarantor); and

(3)

BIO-TECHNOLOGY GENERAL CORP. whose registered office is at 70 Wood Avenue South, Iselin, New Jersey 08830, USA or such other of its Affiliates from time to time as it may nominate pursuant to Clause 9.6 (the Purchaser).

BACKGROUND

(A)

The Vendor is the legal and beneficial owner of the entire issued share capital of Rosemont Pharmaceuticals Limited (the Company), further details of which are set out in Schedule 2.

(B)

The Vendor has agreed to sell the Shares to the Purchaser and the Purchaser has agreed to purchase the Shares for the Purchase Price and upon and subject to the terms and conditions of this Agreement.

IT IS AGREED AS FOLLOWS:

1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement the following words and expressions have the meanings set opposite them:

Accounts Date: 31 December 2001;

Accounting Standards: statements of standard accounting practice based primarily on the Akzo Nobel accounting rules set out in the Financial Economic Manual (as such has been Disclosed and attached to this Agreement) and complemented by the accounting rules used by the Company;

Affiliate: in relation to any body corporate, any Holding Company or Subsidiary of such body corporate or any Subsidiary of a Holding Company of such body corporate;

Agreed Form means initialled by or on behalf of the parties for the purposes of identification;

Agreement: this agreement including its recitals and the schedules and the Tax Deed and any ancillary agreement referred to herein forming part of the total agreement and understanding;

Audited Accounts: the audited balance sheet of the Company made up as at the Accounts Date and the audited profit and loss account of the Company in respect of the financial year ended on the Accounts Date including, in each case, the notes thereto and the directors' report and auditor's report;

Business: the business of the Company as conducted at the date hereof;

Business Day: a day (other than a Saturday or Sunday) when banks are open for business in London;

Claim: any claim by the Purchaser arising under the Warranties with the exception of any Claim in respect of Tax;

Claim in respect of Tax: any claim under or in connection with or pursuant to the Tax Deed or the Tax Warranties;

Claim Notice: as defined in Schedule 7, Paragraph 2(A);

Companies Acts: statutes from time to time in force concerning companies including (without limitation) the Companies Act 1985, the Companies Act 1989, Part V of the Criminal Justice Act 1993 and the Companies Consolidation (Consequential Provisions) Act 1985.

Completion: completion of the sale and transfer of the Shares pursuant to this Agreement;

Completion Date: means September 30, 2002 or any earlier date agreed by the Parties upon which Completion takes place;

Confidential Information: as defined in Clause 8.1(e);

Data Room: means the documents collated and contained in the Data Room located at MWB, 18 Soho Square (Starlight Room), London W1D 3QL, during the period 27 June to 28 June 2002;

Disclosed: fully and fairly disclosed by the Disclosure Documents and by the general disclosures and specific disclosures referred to in the Disclosure Letter and "disclosure" or "disclosed" shall be construed accordingly;

Disclosure Documents: the Disclosure Letter (including the documents annexed thereto), the Information Memorandum and the contents of the Data Room such contents consisting of bundles of documents collated by or on behalf of the Vendor, the outside covers of each of which have been signed for identification by or on behalf of the Vendor and the Purchaser together with supplemental bundles of information collected since the inception of the Data Room and initialled for purposes of identification.

Disclosure Letter: the letter described as such of even date in the agreed form;

Employees: the individuals who are employed by the Company, details of whom are given in or annexed to the Disclosure Letter;

Encopharm Debt: means a debt of GBP216,755.55 and USD 10,800 (with a book value of GBPnil) owed by Encopharm SPA, an Algerian company, to the Company which has been assigned to Diosynth Limited;

Environment: any air (including the air within buildings and the air within other natural or man-made structures whether above or below ground); water (including water under or within land or in drains or sewers and coastal and inland waters); and land (including land under water) [and any living organisms or systems supported by these media

Environmental Law: all laws at the date hereof which have as a purpose or effect the protection of the Environment including regulations, directives, codes of practice and guidance notes which are of mandatory effect imposed by any relevant authority so far as they relate to the Environment;

Good Clinical Practice (GCP): means the applicable regulations and guidelines established by or acceptable by the UK regulatory authorities relating to good clinical practice for trials in human beings, including without limitation the CPMP Note for Guidance on Good Clinical Practice (reference CPMP/ICH/135/95), as may be amended or updated from time to time and as such are implemented in the UK.

Good Laboratory Practice (GLP): means the applicable regulations and guidelines established by or acceptable by the UK regulatory authorities relating to good laboratory practice, including the provisions laid down by Council Directives 87/18/EEC and 88/320/EEC and Commission Directive 90/88/EEC, as may be amended or updated from time to time and as such are implemented in the UK.

Good Manufacturing Practice (GMP): means the principles and guidelines laid down by Commission Directive 91/356/EEC and any applicable guidelines made thereunder including "The rules governing medicinal products in the European Union" Volume 4, as may be amended or updated from time to time and as such are implemented in the UK.

Hazardous Substances: means any material or substance which alone or in combination with others is capable of causing harm to man or any other living organism or the Environment.

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Health and Safety Laws: means all laws at the date hereof concerning the health and safety of those who work for the Company visit the Properties or are in any way affected by the activities of the Company or by persons working for the Company;

Holding Company: a holding company within the meaning ascribed to such expression by sections 736 and 736A Companies Act 1985;

Information Memorandum: means the Information Memorandum attached hereto as Exhibit 1 and initialled by or on behalf of the parties for purposes of identification;

Intellectual Property: means patents, know-how, registered and unregistered trade marks and service marks (including any trade, brand or business names), domain names, registered designs, design rights, utility models, copyright (including all such rights in computer software), database rights, moral rights and topography rights and all rights under licences and consents in relation to such things and all rights or forms of protection of a similar nature or having equivalent effect anywhere in the world;

IT Contracts: all contracts entered into by the Company for supply or maintenance of, or provision of services relating to, the IT System;

IT System: material computer systems, communication systems, software, hardware and data owned, firmware, middleware, screens, terminals, peripherals, cabling and other prepared electronic equipment used or licensed to the Company;

KPMG Report: means the report of KPMG on the Company dated 10 April 2002 together with the sundry assurance report dated 10 April 2002 and annexed hereto as Exhibit 2 and initialled by or on behalf of the parties for the purposes of identification;

Law or Laws: includes all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by-laws, and other legislative measures or decisions having the force of law, treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity and all civil and other codes as such are implemented in the UK before or the date of this Agreement;

Listed Intellectual Property Agreements: means the agreements or arrangements relating (wholly or partly) to Intellectual Property, the details of which are set out in the Disclosure Letter;

MIAC Accounts: means the accounts of the Company according to the internal Akzo Nobel financial reporting system using the Accounting Standards;;

MIAC June Accounts: means the MIAC Accounts for the period dated 30 June 2002;

MPS means the Maximum Pricing Scheme;

Patents: means all patents and patent applications (in whatever country) owned by any member of the Vendor's Group (other than the Company) in relation to oral liquid preparations comprising the medicinally active ingredient Tamoxifen;

Pension Scheme: means the Akzo Nobel UK Pension Scheme; currently governed by a definitive trust deed and rules dated 11 December 1992;

PPRS: means the Pharmaceutical Price Regulation Scheme;

Properties: the properties of which short particulars are set out in Schedule 1;

Purchaser's Accountants: PriceWaterhouseCoopers of Harman House, 1 George Street, Uxbridge, Middlesex UB8 1QQ;

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Purchase Price: the sum specified in clause 3.1

Purchaser's Group: the Purchaser and its Affiliates;

Purchaser's Solicitors: Simmons & Simmons of CityPoint, One Ropemaker Street, London EC2Y 9SS;

Restricted Business: as defined in Clause 9.1(a);

Rosemont Intellectual Property: the Intellectual Property owned, licensed, used or exploited by the Company including that listed in part 1 of Schedule 8;

Rosemont Trade Marks: means all trade marks (whether registered or not) owned by any member of the Vendor's Group (other than the Company) and comprised of or containing the word "Rosemont", together with any goodwill or common law rights which are connected with or attached to the same;

Shares: the 7,049,600 issued ordinary shares of 25 pence each in the capital of the Company;

Share Plan: means the Akzo Nobel Employee Share Plan;

Subsidiary: a subsidiary within the meaning ascribed to such expression by sections 736 and 736A Companies Act 1985;

TA88: means the Income and Corporation Taxes Act 1988;

Taxation or Tax: as defined in the Tax Deed;

Tax Claim: as defined in the Tax Deed;

Tax Deed: the deed in the agreed terms containing certain taxation covenants and indemnities between the Vendor and the Purchaser annexed hereto as Exhibit 3;

Tax Warranties: the warranties set out in paragraphs 36-41 (inclusive) of Schedule 3;

Taxation Authority: the Inland Revenue, HM Customs & Excise, Department of Social Security and any other governmental or other person whatsoever competent to enforce or collect any Taxation whether in the United Kingdom or elsewhere;

Technical Know How: means formulae, instructions, specifications, manufacturing processes and techniques, technical data, process, methods, designs, trial results and other material (in whatever form) in each case which is not generally known and which relates to the creation, development or manufacture by the Company of liquid formulation pharmaceutical products.

The BTG Guarantor: means Bio-Technology General Corp. in its capacity as guarantor pursuant to Clause 9.6;

Third Party Claim: as defined in paragraph 3A of Schedule 7;

VAT: value added tax;

Vendor's Accountants: means KPMG;

Vendor's Group: means the Vendor and its Affiliates;

Vendor's Lawyers: means any lawyer of Akzo Nobel Legal Affairs;

Warranties: the warranties set out in Schedule 3;

"In the agreed terms" or "in the agreed form": in the form agreed between the Vendors' Lawyers and the Purchaser's Solicitors and signed for the purposes of identification by or on behalf of each party.

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1.2

The table of contents and headings in this Agreement are inserted for convenience only and shall not affect its construction.

1.3

Unless the context otherwise requires words denoting the singular shall include the plural and vice versa, references to any gender shall include all other genders and references to persons shall include bodies corporate, unincorporated associations and partnerships in each case whether or not having a separate legal personality.

1.4

References to recitals, schedules and clauses are to recitals and schedules to and clauses of this Agreement unless otherwise specified and references within a schedule to paragraphs are to paragraphs of that schedule unless otherwise specified.

1.5

References in this Agreement to any statute, statutory provision, EC Directive or treaty include a reference to that statute, statutory provision, EC Directive or treaty as operative only at the date of this Agreement and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision, EC Directive or treaty.

1.6

Words and expressions defined in the Tax Deed shall to the extent not inconsistent bear the same meanings in this Agreement.

1.7

References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to the English legal term.

1.8

Any reference to writing or written includes faxes and any non-transitory form of visible reproduction of words (but not e-mail).

1.9

Any agreement, covenant, representation, warranty, undertaking or liability arising under this Agreement on the part of two or more persons shall be deemed to be made or given by such persons jointly and severally.

1.10

References to times of the day are to London time and references to a day are to a period of 24 hours running from midnight on the previous day.

2.

SALE AND PURCHASE

2.1

Obligation to sell and purchase

Subject to the terms of this Agreement, the Vendor as legal and beneficial owner shall sell and the Purchaser shall purchase the Shares free from all charges, liens, encumbrances, equities and claims whatsoever and together with all rights attaching to them at the date of this Agreement.

2.2

Covenants for title

Upon Completion the Vendor shall be deemed to have given to the Purchaser the same covenants in relation to the sale of the Shares as are implied by Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994 (the "Act") where a disposition is expressed to be made with full title guarantee except that s.3(1) of the Act shall apply as if the words "other than" to the end of the sub-section were deleted therefrom.

2.3

No Sale of Part

Neither the Vendor nor the Purchaser shall be obliged to complete the sale and purchase of any of the Shares unless the sale and purchase of all of the Shares is completely simultaneous.

2.4

Subject to the terms of this Agreement, the Vendor shall procure the sale by the relevant member of the Vendor's Group (as legal and beneficial owner) and the Purchaser shall purchase the

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Patents and the Rosemont Trade Marks free from all charges, liens, encumbrances, equities and claims whatsoever.

3.

CONSIDERATION

3.1

The Purchase Price for the Shares shall be the sum of GBP 64 million (sixty-four million English Pounds) GBP 63,999,999 of which shall be paid in respect of the Shares and GBP 1 in respect of the assignment of the Patents.

3.2

Reduction in the Purchase Price

Any payment made by the Vendor in respect of a breach of this Agreement or arising under or pursuant to this Agreement (including for the avoidance of doubt the Tax Deed), shall be and shall be deemed to be pro tanto a reduction in the Purchase Price paid for the Shares under this Agreement.

4.

COMPLETION

4.1

Time and location

Completion shall take place at the offices of Deutsche Bank in London on 30^th September 2002 or any earlier date agreed by the parties at 14.00 hours.

4.2

Vendors' obligations

At Completion:

(a)

the Vendor shall deliver to the Purchaser each of the documents listed in part 1 of Schedule 6; and



(b)

the Vendor shall procure that all necessary steps are taken properly to effect the matters listed in part 2 of Schedule 6 at board meetings of the Company and shall deliver to the Purchaser duly signed minutes of all such board meetings.

4.3

Purchaser's obligations

The Purchaser shall on the Completion Date:

(a)

pay the Purchase Price by way of irrevocable electronic transfer for same day value before 14.00 hours on the Completion Date to the Vendor to the following account of the Vendor:

Account number 70690074
(sortcode 20-00-00)
Barclays Bank PLC
54 Lombard Street
London EC3V 9EV

(b)

deliver to the Vendor a counterpart Tax Deed duly executed by the Purchaser and deliver an executed copy of the Transitional Services Agreement.

4.4

Purchaser's right of access prior to Completion

From the date of this Agreement the Purchaser and any persons authorised by it, upon its request, not to be unreasonably withheld by Vendor, shall be allowed full access to all the premises, books and records of the Company and the Vendor shall supply or procure the supply of any information reasonably required by the Purchaser relating to the Company and its affairs, provided always that any such information shall be treated with strict confidentiality by the Purchaser in accordance with the terms of the Confidentiality Agreement dated May 17, 2002 by and between Akzo Nobel N.V. and Bio-Technology General Corporation.

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4.5

No acts or omissions contrary to Warranties

The Vendor shall procure that (save only as may be necessary to give effect to this Agreement) neither the Vendor nor any member of the Vendor's Group nor the Company shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at any and all times from the date hereof down to Completion or which would make any of the Warranties inaccurate or misleading if they were so given. In particular, the Vendor shall procure that paragraphs 11.4(3) and 13 of Schedule 3 shall be complied with at all times from the date hereof down to Completion.

4.6

Conduct of Company's business pending Completion

The Vendor shall in addition and without limiting clause 4.5 procure that, from the date of this Agreement until Completion:

(A)

save with the prior consent in writing of the Purchaser the business of the Company is carried on in the usual and normal course;



(B)

the Company takes all reasonable steps to preserve the goodwill of its business and encourages customers and suppliers to continue to deal with them and shall do nothing which will or would be likely to injure such goodwill;



(C)

maintain or procure to be maintained in force by the relevant member of the Vendor's Group all the insurance policies maintained for the benefit of the Company up to Completion. The Vendor shall procure that until Completion, nothing is done or omitted to be done which will enable any insurer to avoid liability under any such insurance policies; and



(D)

the Company shall not, without the prior consent in writing of the Purchaser, enter into any contract or commitment or do anything which, in any such case, is either out of the ordinary and usual course of its business or which materially affects its assets or liabilities or its ability to carry on its business as now conducted without the prior consent in writing of the Purchaser. In particular, the Vendor shall procure that from the date of this Agreement until Completion, save with the prior consent in writing of the Purchaser, the Company shall not:



(1)

make any alteration to its memorandum or articles of association or any other document or agreement establishing, evidencing or relating to its constitution or operation; or



(2)

alter the nature or scope of its business; or



(3)

manage its business otherwise than in accordance with its business and trading policies and practice to date as disclosed to the Purchaser, except as may be necessary to comply with changes in the Law; or



(4)

enter into any agreement or arrangement or permit any action whereby another company becomes its subsidiary or subsidiary undertaking; or



(5)

enter into any transaction other than on arms' length terms and for full and proper consideration; or



(6)

acquire (whether by one transaction or by a series of transactions) the whole or a substantial or material part of the business, undertaking or assets of any other person; or



(7)

dispose of (whether by one transaction or by a series of transactions), and whether or not in the ordinary course of business the whole or any substantial or material part of its business, undertaking or (except in the ordinary course of business) any other of its assets; or

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(8)

incur any capital expenditure in excess of £ 25,000 (other than the purchase of one HPLC of £ 40,000 which is in the process of being approved); or



(9)

take any loans, borrowings or other form of funding or financial facility or assistance, or enter into any foreign exchange contracts, interest rate swaps, collars, guarantees or agreements or other interest rate instruments or any contracts or arrangements relating to derivatives or differences, or in respect of which the financial outcome is to any extent dependent upon future movements of an index or rate of currency exchange or interest, or in the future price of any securities or commodities; or



(10)

grant any loans or other financial facilities or assistance to or any guarantees or indemnities for the benefit of any person or create or allow to subsist any encumbrance over the whole or any part of its undertaking, property or assets; or



(11)

enter into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets; or



(12)

enter into any death, retirement, profit sharing, bonus, share option, share incentive or other scheme for the benefit of any of its officers or employees or make any variation (including, but without limitation, any increase in the rates of contribution) to any such existing scheme or effect any key man insurance; or



(13)

commence, compromise or discontinue any legal or arbitration proceedings (other than routine debt collection); or



(14)

prematurely repay or prepay any loans, borrowings or other financial facilities or assistance made available to it; or



(15)

terminate the employment or office of any of its directors, officers or senior employees (here meaning those employees that are identified to the Purchaser as being eligible for a retention bonus) or appoint any new director, officer or senior employee or consultant or materially alter the terms of employment or engagement of any director, senior employee or consultant; or



(16)

declare, make or pay any dividend or distribution (whether of capital or of profits); or



(17)

extract or pay to the Vendor or any member of the Vendor's Group any cash by way of a management charge or otherwise than in the ordinary course of business (excluding payment for management charges to any member of the Vendor's group provided any such payment is consistent in nature and amount to management charges levied on the Company in the past); or



(18)

make or permit any amendment, variation, deletion, addition, renewal or extension to or of, or terminate or give any notice or intimation of termination of, any contract or arrangement where the aggregate amount payable or receivable by the Company thereunder exceeds £ 25,000 or breach or fail to comply with the terms of any contract or arrangement;



(19)

pay any remuneration, fee or other sum to the Vendor, any person connected with or controlled by the Vendor (other than remuneration properly accrued due or reimbursement of business expenses properly incurred, in each case as disclosed in the Disclosure Letter); or



(20)

enter into any agreement or obligation to do anything prohibited by clauses 4.6(D)(1) to 4.6(D) (19) inclusive.

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4.7

Failure to complete

If in any material respect the obligations of the Vendor or Purchaser are not complied with on the date for Completion set by clause 4.1 the party not in default may:

(A)

defer Completion to a date not more than 28 days after the date set by clause 4.1 (and so that the provisions of this clause 4.7, apart from this clause 4.7 (A), shall apply to Completion as so deferred); or



(B)

proceed to Completion so far as practicable (without prejudice to its rights hereunder); or



(C)

rescind this Agreement, provided the party not in default has given the other party sufficient opportunity to remedy its breach

4.8

Without prejudice to clause 4.5, the Vendor shall forthwith disclose in writing to the Purchaser any matter or thing which may arise and become known to the Vendor after the date hereof and before Completion which is inconsistent with any of the Warranties or which might make any of them inaccurate or misleading if they were given at any and all times from the date hereof down to Completion or which is a breach of clause 4.5 or 4.6 or which is material to be known to a purchaser for value of the Shares.

(B)

for the purposes of this clause, a matter or circumstance shall be considered to be reasonably likely to have a material adverse effect if as a result of such matter or circumstance it is reasonably anticipated that the aggregate turnover or profits of the Company will be at least 20 (twenty) per cent lower for the current calendar year than would otherwise have been the case had that matter or circumstance not have existed or occurred.

4.10

Clause 4.9 shall not apply to such matter or circumstance referred to in 4.9 which results from:

(1)

matters disclosed in the Disclosure Letter;

(2)

changes after the date of this Agreement in stock markets, interest rates, exchange rates, commodity prices or other general economic conditions;

(3)

general changes in the political climate which shall include for the avoidance of doubt, war and acts of terrorism;

(4)

changes after the date of this Agreement in conditions generally affecting the pharmaceuticals industry;

(5)

changes after the date of this Agreement in the Law or accounting practices; or

(6)

an event occurring after the date of this Agreement which is caused by the change of control resulting from this transaction.

4.11

The provisions of Schedule 8 shall apply in respect of the Transitional Period (as defined therein)

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5.

WARRANTIES

5.1

The Vendor warrants to the Purchaser that each of the Warranties as set forth in Schedule 3 is true and accurate and the Vendor acknowledges that the Purchaser is entering into the Agreement in reliance upon each of the Warranties each of which is given on the basis that it is repeated at all times up to and including Completion.

5.2

The Warranties and any other representation, indemnity or undertaking contained herein, except those contained in the Tax Deed, are given subject to any exceptions disclosed or qualifications or reservations stated in the Disclosure Letter or expressly provided for under this Agreement.

5.3

Warranties to be independent

Each of the Warranties shall be separate and independent and, save as expressly provided, shall not be limited by reference to any other Warranty or anything in this Agreement.

5.4

The Vendor agrees with the Purchaser for itself and as a Trustee for the Company to waive any rights which it may have in respect of any misrepresentation or inaccuracy in, or omission from, any information or advice supplied or given by the Company or its/their officers, employees or advisers in connection with the giving of the Warranties and the preparation of the Disclosure Letter.

5.5

Obligations to make enquiries

Where any of the Warranties is made or given so far as the Vendor is aware or to the best of the Vendor's knowledge, information and belief or any similar expression, such Warranty shall be deemed to be made on the basis of actual and constructive knowledge of the Vendor, having made or been deemed to have made enquiries only of Andre Groenewegen, Neil Salvin, John Blythe.

6.

SPECIFIC INDEMNIFICATIONS

6.1

PPRS and MPS

The Vendor agrees to keep the Purchaser indemnified in respect of all claims, liabilities, penalties, costs and expenses of any kind (including without limitation, legal and other professional adviser's fees) arising in respect of any liability in respect of excess profits under either PPRS or the MPS pharmaceutical product pricing schemes or both of these schemes or failure to implement a 4.5% price reduction on branded pharmaceuticals as required under the PPRS in October 1999 or any penalties imposed or liabilities arising as a consequence of failure by the Company to comply in any way with either or both schemes provided always that the Vendor shall only be liable under this Clause 6 in relation to claims, liabilities, penalties, costs or expenses in respect of and to the extent they relate to the period prior to Completion.

6.2

The Vendor shall indemnify the Purchaser and hold the Purchaser harmless against all and any costs, expenses, monetary liabilities, damages and losses arising out of any claim, action or proceeding which arises or is made or is alleged to arise or be made against the Company relating in any way to the laboratory incident on 17 April 2002 referred to in the Disclosure Letter, save that this indemnification shall not extend to any loss or damage to reputation suffered by the Company as a result of such incident.

7.

LIMITATION OF VENDOR'S LIABILITY

7.1

No liability shall accrue hereunder under the Warranties in relation to matters Disclosed.

7.2

The liability of the Vendor hereunder shall be limited as provided in Schedule 7:

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8.

PROTECTION OF GOODWILL AND TRADE SECRETS

8.1

Save as specifically provided herein, the Vendor undertakes that it shall not and shall procure that the Vendor's Group shall not whether personally or by its officers, employees or agents do any of the following:

(A)

for a period of three years from Completion, be engaged or (save as the holder of the shares or debentures in a listed company which confer not more than 10 per cent of the votes which could normally be cast at a general meeting of that company) be directly or indirectly concerned in carrying on a business whose main activity in the United Kingdom is the manufacture and sale of oral liquid pharmaceutical products (the "Restricted Business") provided that the Restricted Business shall not involve the manufacture and sale of oral liquid presentation of existing products or products in development, by the Organon business unit of the Guarantor;

(B)

within three years after Completion, either on its own account or in conjunction with or on behalf of any person, firm or company in connection with any Restricted Business, solicit or endeavour to entice away from the Company any person who at the date of completion is a client or customer of the Company whether or not such person would commit a breach of contract by reason of transferring business;

(C)

within three years after Completion, either on its own account or in conjunction with or on behalf of any person, firm or company, in connection with any Restricted Business, deal with any person who at Completion is a client or customer of the Company whether or not such person would commit a breach of contract by reason of transferring business;

(D)

within three years after Completion, either on its own account or in conjunction with or on behalf of any person, firm or company, in connection with any Restricted Business, endeavour to entice away from the Company any person who at Completion is a supplier of the Company whether or not such person would commit a breach of contract by reason of transferring business;

(E)

disclose to any other person within five years after Completion (or in the case of Technical Know How, at any time within ten years after Completion) at any time any information of a secret or confidential nature relating exclusively or primarily to the Business ("Confidential Information") or any Technical Know How except:

(i)

to the extent that the Confidential Information or Technical Know How has entered the public domain otherwise than by reason of the unauthorised act or default of the Vendor or the Vendor's Group;

(ii)

information which it subsequently acquires from a third party lawfully and not under a duty of confidentiality;

(iii)

in so far as may be required by law or by any regulatory authority;

(iv)

any information which the Vendor or Vendor's Group independently develops without using the Confidential Information; and

(v)

any Confidential Information or Technical Know How in relation to mirtazapine.

(F)

within one year after Completion, solicit or entice away from the employment of the Company any person who is at Completion a senior Employee of the Company [save always that this Clause 8.1(d) shall not apply in relation to the Managing Director of the Company and in the event that any employee responds to an advertisement placed by the Vendor or any member of the Vendor's Group.

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(G)

within six months after Completion, solicit or entice away from the employment of the Company any person who is at Completion an Employee (but not a senior Employee) of the Company save always that this paragraph [g] shall not apply in the event that any employee responds to an advertisement placed by the Vendor or any member of the Vendor's Group.

8.2

The Vendor and the Vendor's Group shall be deemed not to be in breach of this Clause 8 if as a result of an acquisition or merger or similar arrangement it acquires after Completion a Restricted Business which is part of a larger business company or group of companies, provided that the Restricted Business is not the principal trading activity of such business, company or group of companies. For the purposes of the Clause 8.2 a Restricted Business shall not be deemed to be the principal trading activity of such business, company or group of companies if it accounts for not more than ten per cent (10%) of the turnover (on a consolidated basis in respect of a group of companies) of the company, business or group of companies so acquired and a Restricted Business shall be deemed to be the principal trading activity if it accounts for more than twenty per cent (20%) of the turnover (on a consolidated basis in respect of a group of companies) of the company, business or group of companies so being acquired.

8.4

The Vendor shall procure that the obligations set out in this Clause 8 be binding on the Vendor's Group successors in title.

8.5

For the avoidance of doubt, nothing in this Agreement shall restrict the Vendor or the Vendor's Group from selling mirtazapine world-wide as an oral liquid pharmaceutical product.

9.

OBLIGATIONS OF THE PURCHASER

9.1

The Purchaser acknowledges that it derives no rights under this Agreement to the name "Akzo Nobel" or the Akzo Nobel logo and shall procure that the Company shall from the date commencing three months after Completion cease to use or display the name Akzo Nobel, the Akzo Nobel logo or any colourable imitations thereof and/or any logo used by any Affiliate of the Vendor (other than the Rosemont Trade Marks or any trade mark owned by the Company (together called "the Marks") in relation to any goods or services provided by the Company including without prejudice to the foregoing the use of the Marks on any building owned or used by the Company and on any letterhead or other form of written materials or electronic communication.

9.2

The Purchaser warrants to the Vendor that it is not aware of any circumstance or fact which to its knowledge would enable it to make a Claim or a Claim in respect of Tax at the date of Completion.

9.3

The Purchaser warrants to the Vendor that:

(a)

it is a corporation validly existing under the laws of Delaware with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise, the execution and performance of, its obligations under this Agreement and all documents in the agreed form; and

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(b)

this Agreement constitutes valid and binding obligations of the Purchaser.

9.4

In the event that the Encopharm Debt, or any part of it, is paid by Encopharm to the Company after Completion then the monies paid to the Company by Encopharm SPA in purported satisfaction of the Encopharm Debt shall be held on trust for Diosynth Limited (a member of the Vendor's Group) and shall be paid by the Company to Diosynth Limited within 14 days of receipt.

9.5

The Vendor and any Affiliate of the Vendor shall have the right to consult the books and records of the Company on reasonable notice and during normal business hours in order to properly defend any Claim or any Claim in respect of Tax or under Clause 7 hereof, including third party claims.

9.6

Substitution and BTG Guarantee

(A)

Bio-Technology General Corp. (details of which are set out above) shall be entitled, prior to Completion, by notice in writing to the Vendor and the Guarantor to nominate such of its Affiliates (details of which are set out in such notice) as it may require and such Affiliate shall accordingly be treated as the "Purchaser" pursuant to this Agreement for all relevant purposes as from the date hereof.

(B)

In the event that the BTG Guarantor nominates such other party in accordance with clause 9.6(A), the BTG Guarantor, in consideration of the payment of the sum of £1 by the Vendor to the Purchaser shall as its primary obligations:

(i)

procure that the Purchaser shall duly observe and perform all its obligations under this Agreement and all other agreements entered into pursuant hereto;

(ii)

if and whenever the Purchaser shall be in default in the payment when due of any amount payable under this Agreement or any other agreement entered into pursuant hereto or of any damages for breach of the same or of any of the warranties representations or undertakings contained therein or of any amount payable under the Tax Deed, within two Business Days after being given notice to that effect by the Vendor, pay all such amounts then payable by the Purchaser as though the BTG Guarantor instead of the Purchaser was expressed to be the principal debtor; and

(iii)

indemnify the Vendor against the cost of collecting any amount payable by the Purchaser or the BTG Guarantor and referred to in clause 9.6 (B) (i).

(C)

Indemnity

Any amount not paid by the Purchaser and not recoverable from the BTG Guarantor on the basis of a guarantee (whether because of any legal limitation, disability or incapacity on the part of the Purchaser or any other matter or thing whether known to the Vendor or not) shall nevertheless be recoverable from the BTG Guarantor on the basis of an indemnity.

(D)

Indulgence etc.

The BTG Guarantor acknowledges that its liability under this Clause 9.6 shall not be discharged or affected in any way by time being given to the Purchaser or by any other indulgence or concession being granted to the Purchaser or by any other act, omission, dealing, matter or thing whatsoever (including any change in the memorandum or articles of association of the Purchaser or the BTG Guarantor, any amendment to this Agreement or the liquidation, dissolution, reconstruction or amalgamation of the Purchaser or the BTG Guarantor or the illegality or enforceability of this Agreement) which but for this provision might operate to release the BTG Guarantor from its obligations under this Clause 9.6.

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(E)

Continuing Guarantee

The guarantee contained in this Clause 9.6 is a continuing guarantee and shall remain in full force and effect for a period ending on the sixth anniversary of the end of the accounting period of the Company immediately following Completion. The Guarantee is in addition to and shall not prejudice nor be prejudiced by any other guarantee, indemnity or other security or right against any other person which the Vendor may have for the due performance of the obligations concerned.

(F)

Set off

The BTG Guarantor shall not be entitled to set off against the obligations hereby guaranteed any liabilities or obligations which are due from the Vendor to the Purchaser under any provision of this Agreement or the Tax Deed.

10.

PENSIONS AND EMPLOYMENT

10.1

The provisions of Schedule 4 set out the arrangements relating to the Vendor's Pension Scheme and shall have effect as of Completion.

(A)

The Purchaser agrees to procure that the Company shall pay the first GBP 150,000 (including any National Insurance contributions) towards the payments made under the retention schemes brief particulars of which are set out in 21.16.1 to 21.16.5 (with the exception of the redundancy programme referred to in 21.16.1) of the Data Room (the "Bonus Schemes")

(B)

In the event that the liability of the Company under the Bonus Schemes is greater than GBP 150,000, the Vendor shall be liable for the excess.

(C)

If any sum is payable by the Vendor pursuant to clause 10.1(b), the Vendor shall pay such sum to the Purchaser as an adjustment to the Purchase Price within 60 days of the Purchaser notifying the Vendor of the Vendor's liability under clause 10.1(b).

10.2

The Vendor agrees to use its best endeavours to procure:

(A)

the secondment of Dr. André Groenewegen to the Company;

(B)

that Diosynth B.V. executes at Completion the secondment agreement substantially in the terms initialed by the parties; and

(C)

that Dr. André Groenewegen abides by obligations of confidentiality in terms of clause 8.1(E) herein.

The Vendor will be liable for any breach by Dr. André Groenewegen of the obligations of confidentiality referred to in (C) above.

11.

DEBT AND GUARANTEES

11.1

The Vendor shall procure that as of Completion all the inter company loans made by Rosemont to the Vendor (or to any member of the Vendor's Group) are repaid or otherwise discharged in full.

11.2

The Purchaser undertakes with the Vendor to procure the release at Completion (or as soon thereafter as is practicable) of the Vendor and any member of the Vendor's Group from all guarantees, indemnities, bonds, letters of comfort, undertakings, licences and other arrangements to which they or any of them are a party in respect of the Company or its business or the Properties and to indemnify and to keep indemnified on a continuing basis the Vendor and any member of the Vendor's Group from all claims, liabilities, costs and expenses (including without limitation, legal and other professional advisers' fees) arising in respect or by reason thereof.

11.3

Without limiting the generality of Clause 11.2 and provided that the Purchaser will not be obliged to provide greater security than the security provided by the Vendor or by any of the Vendor's Group, the Purchaser agrees, in discharging its obligations under that Clause, to offer any guarantees, indemnities or other undertakings (as the case may be) or otherwise procure satisfactory security in place of the guarantees and indemnities and other arrangements referred to in Clause 11.2.

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11.4

The obligations of the Purchaser under Clauses 11.2 and 11.3 will continue after Completion until all such releases are obtained.

11.5

Guarantee Obligations

In consideration of the payment of the sum of £1 by the Purchaser to the Guarantor (receipt of which is hereby acknowledged), the Guarantor shall as its primary obligations:

(A)

procure that the Vendor shall duly observe and perform all its obligations under this Agreement and all other agreements entered into pursuant hereto:



(B)

if and whenever the Vendor shall be in default in the payment when due of any amount payable under this Agreement or any other agreement entered into pursuant hereto or of any damages for breach of the same or of any of the Warranties or any other warranties representations or undertakings contained therein or of any amount payable under the Tax Deed, within two Business Days after being given notice to that effect by the Purchaser, pay all such amounts then payable by the Vendor as thought he Guarantor instead of the Vendor was expressed to be the principal debtor; and



(C)

indemnify the Purchaser against the cost of collecting any amount payable by the Vendor or the Guarantor and referred to in clause 11.1 (B).

11.6

Indemnity

Any amount not paid by the Vendor and not recoverable from the Guarantor on the basis of a guarantee (whether because of any legal limitation, disability or incapacity on the part of the Vendor or any other matter or thing whether known to the Purchaser or not) shall nevertheless be recoverable from the Guarantor on the basis of an indemnity.

11.7

Indulgence etc.

The Guarantor acknowledges that its liability under this Clause 11 shall not be discharged or affected in any way by time being given to the Vendor or by any other indulgence or concession being granted to the Vendor or by any other act, omission, dealing, matter or thing whatsoever (including any change in the memorandum or articles of association of the Vendor or the Guarantor, any amendment to this Agreement or the liquidation, dissolution, reconstruction or amalgamation of the Vendor or the Guarantor or the illegality or enforceability of this Agreement) which but for this provision might operate to release the Guarantor from its obligations under this Clause 11.

11.8

Continuing Guarantee

The guarantee contained in this Clause 11 is a continuing guarantee and shall remain in full force and effect for a period ending on the sixth anniversary of the end of the accounting period of the Company immediately following Completion (the "Expiration date"), provided that if prior to the Expiration Date the Purchaser makes a Claim, a Claim in respect of Tax or Claim pursuant to Clause 6 which is still pending on the Expiration Date the guarantee in the Clause 11 shall continue for that specific Claim, a claim in respect of Tax, or Claim pursuant to Clause 6 only until the full settlement thereof. The Guarantee is in addition to and shall not prejudice nor be prejudiced by any other guarantee, indemnity or other security or right against any other person which the Purchaser may have for the due performance of the obligations concerned.

11.9

Set off

The Guarantor shall not be entitled to set off against the obligations hereby guaranteed any liabilities or obligations which are due from the Purchaser to the Vendor or the Guarantor under any provision of this Agreement or the Tax Deed.

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11.10 The Guarantor warrants to the Vendor that:

(A)

it is a limited company ("Naamloze Vennootschap") validly existing under the laws of the Netherlands with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under the Agreement, and



(B)

the Agreement constitutes valid and binding obligations of the Guarantor.

12.

LAND CERTIFICATE

The Vendor shall provide all necessary assistance in connection with the application to HM Land Registry for a replacement Land Certificate for Unit 5 at Yorkdale Industrial Estate Domestic Street, Holbeck in the city of Leeds.

13.

ANNOUNCEMENTS

Except in the course of its normal investor relations activities, provided no statements will be made to the detriment of the business of the Company and the Vendor, no press conference, announcement or other communication concerning this sale and purchase or any ancillary matter referred to in this Agreement, shall be made or despatched on or after the date hereof until Completion by the Vendor, the Guarantor or the Purchaser or their respective agents, employees or advisers to any third party without the prior written consent of the other parties save as may be required by any:

(a)

law;



(b)

contractual arrangements existing at the date hereof; or



(c)

listing authority or a stock exchange; or



(d)

any applicable regulatory authority to which a party is subject where such requirement has the force of law.

provided that in the event that any press conference announcement or other communication is made pursuant to the requirements of (a) to (d) above, the party required to make the same shall to the extent and in the manner reasonably practicable in the circumstances, notify and consult with the other parties hereto in advance as to the requirement to make such announcement press conference or other communication.

14.

FURTHER ASSURANCE

Each party shall, from time to time on being required to do so by the other party, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the other party as the other party may reasonably consider necessary for giving full effect to this Agreement and securing to the other party the full benefit of the rights, powers and remedies conferred upon the other party in this Agreement.

15.

ASSIGNMENT

15.1

Save as provided in Sub-clauses 15.2 and 15.3 a party may not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, nor purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement without having obtained the prior written consent of the other party.

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15.2

The Purchaser shall be entitled to assign its rights under this Agreement to any member of the Purchaser's Group provided that:

(a)

the Purchaser shall procure that any company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Purchaser immediately prior to its ceasing to be a member of the Purchaser's Group; and

(b)

no such assignment shall relieve the Purchaser of any of its obligations under this Agreement.

15.3

The Vendor shall be entitled to assign its rights under this Agreement to any member of the Vendor's Group provided that:

(a)

the Vendor shall procure that any company to whom it assigns any of its rights under this Agreement shall assign such rights back to the Vendor immediately prior to its ceasing to be a member of the Vendor's Group; and

(b)

no such assignment shall relieve the Vendor of any of its obligations under this Agreement.

16.

ENTIRE AGREEMENT: REMEDIES

16.1

The Purchaser acknowledges that, in agreeing to enter into this Agreement on the terms set out herein, it is not relying on any representation, warranty, promise, undertaking or other assurance except those expressly set out in this Agreement.

16.2

Without prejudice to Clause 16.1, save as set out in this Agreement, no representation or warranties or other assurances are given by the Vendor or the Vendor's Group or any of their respective advisers in respect of the Company, the Business or any information supplied to the Purchaser in the course of negotiations and the Purchaser acknowledges that it has not relied on any representations or warranties or information contained in:

(a)

the Information Memorandum

(b)

the KPMG Report, or

(c)

any other written or oral information supplied by or on behalf of the Vendor or the Vendor's Group or their respective advisers or made or supplied in connection with the negotiations of the sale and purchase under this Agreement.

16.3

The Purchaser irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation or for breach of any warranty or statement not expressly set out in this Agreement unless such misrepresentation or warranty or statement was made fraudulently.

17.

WAIVER AND VARIATION

17.1

No waiver by omission, delay or partial exercise

No omission by either party to exercise or delay in exercising any right, power or remedy provided by law or under this Agreement shall constitute a waiver of such right, power or remedy or any other right, power or remedy or impair such right, power or remedy. No single or partial exercise of any such right, power or remedy shall preclude or impair any other or further exercise thereof or the exercise of any other right, power or remedy provided by law or under this Agreement.

17.2

Variations to be in writing

No variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each party.

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17.3

Time of the essence

Notwithstanding any other provisions and particularly sub-Clause 17.1 above, time shall be of the essence of this Agreement both as regards dates, times and periods mentioned and as regards any dates, times and periods that may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

18.

COSTS AND EXPENSES

18.1

Payment of costs

Save as otherwise stated in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and other agreements forming part of the transaction of the sale and purchase hereunder.

18.2

For the avoidance of doubt, the Purchaser shall be responsible for any stamp duty payable in connection with the transfer of the Shares.

19.

NOTICES

19.1

Form of notices

Any communication to be given in connection with the matters contemplated by this Agreement shall, except where expressly provided otherwise, be in writing and shall either be delivered by hand or sent by first class pre-paid post or facsimile transmission. Delivery by courier shall be regarded as delivery by hand.

19.2

Address and facsimile

Such communication shall be sent to the address of the relevant party referred to in this Agreement or the facsimile number set out below or to such other address or facsimile number as may be communicated to the other party in accordance with this clause. Each communication shall be marked for the attention of the relevant person.

Vendor and Guarantor:

.Akzo Nobel Legal Affairs, For the attention of Director Legal Affairs Pharma, facsimile number +31.412.666373, Wethouder van Eschstraat 1, P.O. Box 20, 5340 BH Oss, The Netherlands.,

Diosynth B.V., For the attention of Director Strategic Business Development, facsimile number +31.412.652311, P.O. Box 20, 5340 BH Oss, The Netherlands

Purchaser:

.Bio-Technology General Corp., For the attention of Robert M. Shaw, facsimile number +732 632 8810, 70 Wood Avenue South, Iselin, New Jersey 08830, USA.

19.3

Deemed time of service

A communication shall be deemed to have been served:

(a)

if delivered by hand at the address referred to in Clause 19.2, at the time of delivery;



(b)

if sent by first class pre-paid post to the address referred to in Clause 19.2, at the expiration of two clear days after the time of posting; and



(c)

if sent by facsimile to the number referred to in Clause 19.2, at the time of completion of transmission by the sender.

If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time zone of the territory of the

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recipient under the preceding provisions of this sub-clause, it shall be deemed to have been delivered at the next opening of business in the territory of the recipient.

19.4

Proof of service

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a first class pre-paid letter or that the facsimile was despatched and a confirmatory transmission report received.

19.5

Change of details

A party may notify the other party or parties to this agreement of a change to its name, relevant person, address or facsimile number for the purposes of Clause 19.1 PROVIDED THAT such notification shall only be effective on:

(a)

the date specified in the notification as the date on which the change is to take place; or



(b)

if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

20.

COUNTERPARTS

20.1

Execution in counterparts

This Agreement may be executed in any number of counterparts and by the parties on different counterparts, but shall not be effective until each party has executed at least one counterpart.

20.2

One agreement

Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement.

21.

INVALIDITY

21.1

Each of the provisions of this Agreement is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

22.

AGREEMENT TO CONTINUE IN FULL FORCE AND EFFECT

22.1

This Agreement shall, to the extent that it remains to be performed, continue in full force and effect notwithstanding Completion.

23.

THIRD PARTY RIGHTS

23.1

Subject to Clause 23.2, nothing in this Agreement, with the exception of Clause 9.6 (substitution and BTG Guarantee) and schedule 9 (transitional arrangements) is intended to confer on any person any right to enforce any term of this agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

23.2

Where any rights are conferred upon the Vendor's Group pursuant to this Agreement, each member of the Vendor's Group shall be entitled to directly enforce such rights against the Purchaser notwithstanding the fact that the members of the Vendor's Group are not a party to this Agreement.

24.

GOVERNING LAW AND JURISDICTION

24.1

This agreement shall be governed by and construed in accordance with English law.

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24.2

The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the matter is not resolved by negotiation the parties will refer the dispute to mediation in accordance with CEDR (Centre of Dispute Resolution) procedures. If the parties fail to agree terms of settlement within 20 Business Days from the referral of the dispute to CEDR or from the issue of the Claim Notice as set out in paragraph 2(A) of Schedule 7 (whichever is earlier) the dispute shall be referred to court in accordance with Clause 22.3.

24.3

The parties hereby submit to the exclusive jurisdiction of the English courts to settle any dispute which may arise and or in connection with this Agreement.

Thus signed and agreed upon on 20 September 2002,

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2

The Warranties set out below are subject to all matters Disclosed.

1.

Due Incorporation and Capacity

The Vendor is a corporation validly existing under the laws of England with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under this Agreement.

2.

Valid Obligations

This Agreement constitutes valid and binding obligations of the Vendor.

3.

The Company

The particulars relating to the Company set out in Schedule 2 are true and accurate.

4.

Incorporation

The Company is a corporation validly existing under the laws of England with full power and authority to conduct its business as presently conducted.

5.

By-laws

A copy of the Memorandum and Articles of Association of the Company included in the Disclosure Letter is accurate in all respects.

6.

Ownership of the Shares

(1)

The Shares of the Company constitute the whole of the issued and allotted share capital of the Company.

(2)

No person is entitled to require the Company to issue any share or loan capital either now or at any future date whether contingently or not.

(3)

There is no option, right of pre-emption or right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance on, over or affecting any of the Shares nor is there any commitment to give or create any of the foregoing.

(4)

The Vendor is exclusively entitled to the benefit of, and to enjoy all rights attaching to, the Shares and is entitled to transfer the full legal and beneficial ownership in the shares to the Purchaser on the terms set out in this Agreement.

(5)

There is no dispute concerning the title of the Vendor to the Shares or its ability to sell the same and no other person has claimed to have title to the same or to be entitled to any interest therein. The Vendor is not engaged in any litigation, arbitration or other proceedings in any way relating to its title to the Shares, and the Company has not received any application for the rectification of its register of members. To the best of the knowledge, information and belief of the Vendor, there are no circumstances likely to give rise to any of the matters referred to in this paragraph.

7.

Subsidiaries

The Company does not hold or beneficially own and has not agreed to acquire any securities of any other corporation.

8.

Liabilities owing to or by Vendor

There is not outstanding any indebtedness or other liability (actual or contingent) owing by the Company to any member of the Vendor's Group or to any Director or any person connected with any of them, nor is there any indebtedness owing to the Company by any such person.

9.

Compliance with Laws

The Company has conducted its business in all material respects in accordance with all applicable Laws of the United Kingdom and each other jurisdiction in which it has an establishment or conducts any business and there is no order, decree or judgment of any Authority outstanding against the Company or any person for whose acts the Company is vicariously liable which may have a material adverse effect upon the assets or business of the Company.

10.

Books and Records

To the best of the knowledge, information and belief of the Vendor, all accounts, books, ledgers, financial and other records of whatsoever kind ("Records") of the Company:

(1)

have been fully, properly and accurately maintained on a consistent basis, are up to date and in the possession and control of the Company and contain true, complete and accurate records of all matters required by Law to be entered therein;



(2)

do not contain or reflect any material inaccuracies or discrepancies;

and no notice or allegation that any of the Records is incorrect or should be rectified has been received.

11.

Accounts

11.1

The Audited Accounts:

(1)

were prepared in accordance with the requirements of all relevant Laws and accounting practices generally accepted in the United Kingdom at the time they were audited;

(2)

show a true and fair view of the assets and liabilities of the Company as at, and the profits of the Company for the accounting reference period ended on, the Accounts Date;

(3)

apply bases and policies of accounting which have been consistently applied in the audited financial statements of the Company.

11.2

Operating Profit

The operating profit of the Company for the three years ended on the Accounts Date as shown by the Audited Accounts and the audited accounts for such previous years and the trend of operating profit thereby shown has not (save as fairly disclosed in such accounts) been affected by the inclusion of non-recurring items or extra ordinary results, both as defined in Akzo Nobel's Financial Economic Manual applying a threshold of 5% of the Company's operating profit per single item.

11.3

Provision for liabilities

Full and proper provision has been made in the Audited Accounts for all material liabilities of the Company outstanding at the Accounts Date and proper provision (or note) in accordance with generally accepted accounting principles in the United Kingdom at the time they were audited has been made therein for all other material liabilities of the Company.

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11.4

MIAC June Accounts—Cash at hand

(1)

The MIAC June Accounts have been carefully prepared in accordance with the Accounting Standards and on a basis consistent with the MIAC June Accounts prepared in the preceding financial year. The cumulative profits, assets and liabilities (including any rebates payable by the Company) of the Company stated in the MIAC June Accounts have not been materially mis-stated and are not materially inaccurate and the Vendor does not consider the MIAC June Accounts misleading.