UCB SA - BNP Paribas Fortis

PART II: RISK FACTORS
The following is a description of risk factors which are material in respect of the Bonds and the financial situation
of the Issuer and which may affect the Issuer's ability to fulfil its repayment obligations under the Bonds and which
prospective investors should consider carefully before deciding to purchase the Bonds. The sequence in which the
following risk factors are listed is not an indication of their likelihood to occur or of the extent of their commercial
consequences. The following statements are not exhaustive: prospective investors should read and consider all of
the information provided in this Prospectus or incorporated by reference in this Prospectus and should make their
own independent evaluations of all risk factors and consult with their own professional advisers if they consider it
necessary. Terms defined in “Terms and Conditions of the Bonds” below shall have the same meaning where used
below.
1. FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE BONDS
(a) The loss of patent protection or other exclusivity or ineffective patent protection for marketed
products may result in loss of sales to competing products.
Patent protection is considered, in the aggregate, to be of material importance in the UCB Group’s
marketing of its products in the EU, the U.S. and in most other major markets. Patents covering
products that the UCB Group has introduced normally provide market exclusivity, which is important
for the successful marketing and sale of its products and its ability to reinvest the proceeds of sales into
research and development. Similarly, many products, upon approval by regulatory authorities, benefit
from “data exclusivity”. This exclusivity is a recognition of the unique work (typically clinical work)
performed to demonstrate the safety and efficacy of a product. Exclusivity is an important asset
enabling the UCB Group to lawfully avoid competition from identical or similar products. The UCB
Group will seek patents and data exclusivity, where the opportunity exists, covering each of its products
in each of the markets where it intends to sell the products and where meaningful patent protection is
available.
Even if the UCB Group succeeds in obtaining patents covering its product, third parties may challenge
or seek to invalidate or circumvent its patents and patent applications. It is important for the business of
the UCB Group to successfully defend the patent rights that provide market exclusivity for its products.
Patent litigation and other challenges to the patents of the UCB Group are costly and unpredictable and
may deprive the UCB Group of market exclusivity for a patented product or, in some cases, third party
patents may prevent the UCB Group from marketing and selling a product in a particular geographic
area.
Generic drug manufacturers, particularly in the U.S., may seek marketing approval for pharmaceutical
products currently under patent protection by attacking the validity or enforceability of a patent. The
more successful the product is commercially, the more likely the patent covering the product will be
challenged by generic manufacturers. If a generic manufacturer succeeds in invalidating a patent
protecting one of the products of the UCB Group, that product could be exposed to generic competition
before the expected expiration date of the patent. If one or more important products lose patent
protection in profitable markets, sales of those products are likely to decline significantly as a result of
generic versions of those products becoming available. The results of operations of the UCB Group
may be adversely affected by such sales decline. Decisions adversely impacting the UCB Group’s
patents could also result in third party claims by, for example, direct and indirect purchasers and state
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