UCB SA - BNP Paribas Fortis

(i) the date on which payment in respect of it first becomes due; and
(ii) if any amount of the money payable is improperly withheld or refused the date on which payment in
full of the amount outstanding is made or (if earlier) the date on which notice is duly given by the
Issuer to the Bondholders in accordance with Condition 12 that such payment will be made, provided
that such payment is in fact made as provided in these Conditions.
“Relevant Indebtedness” means any present or future indebtedness (whether being principal, premium,
interest or other amounts), in the form of or evidenced by notes, bonds, debentures, loan stock or other similar
debt instruments, whether issued for cash or in whole or in part for a consideration other than cash, and which
are, or are capable of being, quoted, listed or ordinarily dealt in or traded on any stock exchange, over-thecounter
or other securities market.
“Securities” means any securities including, without limitation, Ordinary Shares, or options, warrants or
other rights to subscribe for or purchase or acquire Ordinary Shares.
“Security Interest” has the meaning provided in Condition 2.
“Shareholders” means the holders of Ordinary Shares.
"Specified Denomination" has the meaning provided in Condition 1 (a).
“Specified Entity” means each of UCB SP GmbH, FIN UCB SA, UCB Lux S.A., UCB, Inc., UCB Japan
Company Ltd., UCB Farchin SA. Celltech Ltd, UCB Pharma Ltd., UCB Pharco Inc., UCB Coprom L.P. and
UCB Manufacturing, Inc.
“Subsidiary” means, at any particular time, a company or other entity which is then directly or indirectly
controlled, or more than 50 per cent. of whose issued share capital (or equivalent) is then beneficially owned
by the Issuer and/or one or more of its respective Subsidiaries. For this purpose, for a company to be
“controlled” by another means that the other (whether directly or indirectly and whether by ownership of
share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove
all or the majority of the members of the Board of Directors or other governing body of that company or
otherwise controls or has the power to control the affairs and policies of that company.
“TARGET Business Day” means a day (other than a Saturday or Sunday) on which the TARGET System is
operating for the settlement of payments in euro.
“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET2) system, or any successor thereto.
"Taxes" has the meaning provided in Condition 7.
References to any act or statute or any provision of any act or statute shall be deemed also to refer to any
statutory modification or re-enactment thereof or any statutory instrument, order or regulation made
thereunder or under such modification or re-enactment.
4 Interest
(a) Interest Rate and Interest Payment Dates
Each Bond bears interest from (and including) the Closing Date at the rate of 5.75 per cent. per annum
calculated by reference to its principal amount and such interest amount is payable annually in arrear
in equal instalments on 27 November in each year (each an “Interest Payment Date”), commencing
with the Interest Payment Date falling on 27 November 2010.
A11250830/2.25/23 Oct 2009 38