UCB SA - BNP Paribas Fortis

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(e) Markets and Distribution The majority of prescription products of the UCB Group are distributed through wholesalers to retail and hospital pharmacies. The UCB Group maintains marketing and sales forces and has wholly-owned distribution subsidiaries in most major markets in Europe, North America and Asia. These affiliates distribute products coming from the main production sites of the UCB Group, which are located in Braine l’Alleud in Belgium, Bulle in Switzerland, Pianezza in Italy, Monheim and Zwickau in Germany, Rochester/New York in the United States, Vapi in India and Saitama in Japan, to wholesalers in their own country. Wholesalers are responsible for delivery to thousands of retail pharmacies and hundreds of hospital centres, with deliveries taking place typically at least once a day in most developed countries. With few exceptions, the UCB Group does not deliver its products directly to patients or individual pharmacists. The distribution chain for prescription drugs is subject to strict rules of quality and safety and the UCB Group takes every reasonable precaution to ensure the regular supply of its drugs to patients around the world. 7. GEOGRAPHIC SEGMENTS/PRINCIPAL MARKETS The sales of the UCB Group are mainly derived from Europe and North America. As a part of the SHAPE transition to a more streamlined business, the UCB Group has prioritised its geographical aims to focus first on fully resourced strategic markets, such as the U.S. and key European countries, then markets which are developing quickly and are strategically aligned but minimally resourced, then tailored markets with long term investment opportunities and non-strategic markets. The UCB Group currently has sales and marketing affiliates as well as manufacturing plants in North America, Europe and Asia. In the financial year 2008, North America represented 40 per cent., Europe represented 47 per cent. and the rest of the world represented 13 per cent. of the total net sales of the UCB Group. The seven countries with the largest pharmaceutical markets in the world (United States, Japan, Germany, France, Italy, United Kingdom and Spain) account for 74 per cent. of the total net sales of the UCB Group and constitute the core of the business activities of the UCB Group, from a revenue and profitability standpoint. The UCB Group has increased its presence in Europe and the rest of the world significantly during recent years, with North America remaining a major source of business. Rather than attempting to expand globally, the UCB Group intends to make a significant impact in its core markets of North America and Europe. The following table sets forth the net sales of the UCB Group by core product and region in the financial years ending 31 December 2007 and 31 December 2008: A11250830/2.25/23 Oct 2009 64
NET SALES FOR MAIN PRODUCTS BY REGION North America A11250830/2.25/23 Oct 2009 65 2008 2007 In € million Keppra® ............................................................................... 768 645 Tussionex TM .......................................................................... 147 114 Omeprazole........................................................................... 73 147 Metadate CD TM ..................................................................... 60 66 Zyrtec® (including Zyrtec®-D)............................................ 9 237 Cimzia® ............................................................................... 8 0 Neupro® ............................................................................... 5 10 Xyzal® ................................................................................. 3 2 Other products ...................................................................... 120 221 Net Sales North America .................................................... 1,193 1,442 Europe Keppra® ............................................................................... 437 340 Xyzal®.................................................................................. 143 143 Zyrtec® (including Cirrus TM ) ............................................... 87 89 Nootropil®............................................................................ 69 75 Neupro® ............................................................................... 53 42 Other products ...................................................................... 625 652 Net Sales Europe ................................................................. 1,414 1,342
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A11250830/2.25/23 Oct 2009 UCB SA (
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A11250830/2.25/23 Oct 2009 3 RESPON
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A11250830/2.25/23 Oct 2009 5 WARNIN
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A11250830/2.25/23 Oct 2009 7 PART I
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Specified Denomination per Bond Min
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Trading on the regulated market of
Page 13 and 14: - Reliance on the procedures of the
Page 15 and 16: and federal governmental entities,
Page 17 and 18: If any of the UCB Group’s major p
Page 19 and 20: The UCB Group relies upon third-par
Page 21 and 22: other U.S. federal and state govern
Page 23 and 24: either to remediate certain sites o
Page 25 and 26: (iii) have sufficient financial res
Page 27 and 28: (i) EU Savings Directive Under the
Page 29 and 30: (o) The Domiciliary Agent is not re
Page 31 and 32: PART III: DOCUMENTS INCORPORATED BY
Page 33 and 34: • Press release of 26 June 2009:
Page 35 and 36: The Bonds constitute direct, uncond
Page 37 and 38: “Interest Payment Date” has the
Page 39 and 40: When interest is required to be cal
Page 41 and 42: "Calculation Agent" means Fortis Ba
Page 43 and 44: The Issuer reserves the right under
Page 45 and 46: any step is taken to enforce it (in
Page 47 and 48: 12 Notices Notices to the Bondholde
Page 49 and 50: 1. SUMMARY PART VI: DESCRIPTION OF
Page 51 and 52: Marketing & selling expenses Resear
Page 53 and 54: In 2008, the Issuer announced sever
Page 55 and 56: Issuer is developing from its stron
Page 57 and 58: Parkinson’s disease. Following a
Page 59 and 60: Keppra® is one of the core product
Page 61 and 62: that remission is possible with no
Page 63: (d) Manufacturing and supply of raw
Page 67 and 68: (a) a strategic focus on severe CNS
Page 69 and 70: ongoing and results are expected du
Page 71 and 72: Cimzia® (certolizumab pegol) Cimzi
Page 73 and 74: • Pfizer Inc.: The UCB Group is p
Page 75 and 76: esearch, regulatory, manufacturing,
Page 77 and 78: Neupro® (rotigotine; patch) Februa
Page 79 and 80: Before a drug can qualify for marke
Page 81 and 82: control mechanisms operate differen
Page 83 and 84: year term following a specific regu
Page 85 and 86: pain; which expires with the last t
Page 87 and 88: Group. The UCB Group treats any cla
Page 89 and 90: (g) Distilbène Litigation As of th
Page 91 and 92: (n) Competition enquiry in France T
Page 93 and 94: 3 These Directors are representativ
Page 95 and 96: Norman J-Ornstein was appointed to
Page 97 and 98: Mark McDade joined the Issuer as ex
Page 99 and 100: esults or information which is liab
Page 101 and 102: Peter Fellner......................
Page 103 and 104: • the closing price of the Ordina
Page 105 and 106: A11250830/2.25/23 Oct 2009 105 PART
Page 107 and 108: A11250830/2.25/23 Oct 2009 107 PART
Page 109 and 110: Company name Registered office Cist
Page 111 and 112: Company name Registered office Schw
Page 113 and 114: Company name Registered office UCB
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Company name Registered office UCB
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PART XI: DESCRIPTION OF THE SHARES
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According to article 32 of the Arti
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Under UCB’s Articles, the Issuer
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The Board can also determine when s
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1. BELGIAN TAXATION PART XIII: TAXA
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(b) Belgian tax on income and capit
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more detailed proposal for amendmen
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PART XIV: SUBSCRIPTION AND SALE For
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On the date that the subscriptions
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12. DISTRIBUTION OF THE PROSPECTUS
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PART XV: GENERAL INFORMATION 1. App
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A11250830/2.25/23 Oct 2009 139 Subs
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Addressee UCB SA (the « Issuer »)
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UCB SA - BNP Paribas Fortis

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