UCB SA - BNP Paribas Fortis

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UCB Farchim S.A. and Lonza Limited are parties to a manufacturing and supply agreement pursuant to which Lonza Limited produces PEGylated antibody fragment-based bulk actives on the basis of the UCB Group’s proprietary technology. The agreement was entered into on 26 April 2005 and expires on 31 March 2013, unless terminated by either party pursuant to certain termination rights. LTS Lohmann Therapie-Systeme AG In October 2002, LTS and Schwarz Pharma entered into a manufacturing and supply agreement under which LTS exclusively supplies Schwarz with rotigotine product. The initial term of the agreement is 15 years after the first order for the product and will be prolonged for consecutive five years each if not terminated with 36 months prior notice. PCAS SA In December 2007, PCAS SA and Schwarz Pharma Produktions GmbH (after assignment of Schwarz Pharma Limited/Ireland) entered into a supply agreement for the supply by PCAS SA of lacosamide API and N-Boc-D-Serine, an intermediate of lacosamide. The initial term of the agreement is until 3 December 2012 and will be prolonged for consecutive two year periods if not terminated with 12 months prior notice. Sandoz GmbH In March 2001, Celltech Chiroscience Limited, an entity which was acquired by the UCB Group in connection with its acquisition of Celltech in 2004, and Sandoz GmbH (the former Biochemie GmbH) entered into a development and manufacturing agreement, pursuant to which Sandoz GmbH shall, after an analytical and development phase, manufacture certain antibody fragment based drugs (including the API for Cimzia®) exclusively for UCB. Vetter Pharma-Fertigung GmbH & Co.KG In February 2007 UCB and Vetter Pharma-Fertigung GmbH & Co.KG entered into a manufacturing and supply agreement under which Vetter Pharma-Fertigung GmbH & Co.KG manufactures and supplies Cimzia® pre-filled syringes. The initial term of the agreement is for a period of three years, and it will automatically renew for a further period of two years in the event that 18 months’ notice of termination is not provided by either party. 16. LEGAL PROCEEDINGS UCB or its subsidiaries are involved in a number of legal proceedings. As a result of its global pharmaceutical operations, the UCB Group or one of its affiliates may in the ordinary course of its business become involved in proceedings relating to such matters as: product liability, price reporting, competition and antitrust, challenges to patent validity and infringement, product promotion, tax assessments and audits, and environmental liability resulting from the former specialty films activities and specialty chemicals activities of the UCB Group. Although not an exhaustive list of claims or proceedings in which UCB or its subsidiaries are involved, this Section 15 describes what the UCB Group believes may be the matters of greatest interest. Subsequent developments in any pending matter as well as additional claims that may arise from time to time, including additional claims similar to those described below, could become significant to the UCB A11250830/2.25/23 Oct 2009 86
Group. The UCB Group treats any claim asserted against it by a third party seriously and, with the assistance of advisors, takes steps to defend itself in any such proceedings. The UCB Group cannot predict with certainty the outcome of any proceedings to which UCB or its subsidiaries are or may become a party. An adverse decision in a lawsuit or any other forum, or any decision taken against UCB by investigating authorities seeking damages or other payments or remedies from the UCB Group, or the UCB Group’s decision to settle certain cases, could result in monetary payments or transfer of other value to the claimant and other fines, costs and expenses. If the UCB Group loses a case in which the UCB Group seeks to enforce its patent rights or where the UCB Group has been accused of infringing another company’s patent rights, the UCB Group may sustain a loss of future revenue if the UCB Group can no longer sell the product covered by the patent or command prices for the affected products that reflect the exclusivity conferred by the patent, or could be held accountable financially for past patent infringement or depriving market access to third parties. While payments and other costs and expenses the UCB Group might have to bear as a result of these actions are covered by insurance in some circumstances, it is possible that the coverage under some of these could become exhausted, and other payments may not be covered by the UCB Group’s insurance policies in full or at all. Accordingly, each of the legal proceedings described below could either now be or sometime in the future become significant to or have a material adverse effect upon the UCB Group. (a) AWP Litigation Between August 2005 and May 2006, Erie, Oswego, and Schenectady, all of them counties of the State of New York (USA), filed three separate suits with the Supreme Court of the State of New York against approximately 77 pharmaceutical manufacturers, including the UCB Group, for damages sustained by allegedly fraudulent reporting of “average wholesale price(s)” on prescription drugs paid under Medicaid. The counties claim that these practices began in 1992 and led to the overpayment of the defendants for drugs prescribed under Medicaid. The judge in the Erie County case granted defendants’ joint motion to dismiss with respect to most of plaintiff’s claims, but allowed plaintiffs’ claims for fraud, violation of New York social service law and unjust enrichment to proceed. Discovery has not commenced in the Oswego and Schenectady cases. The three complaints allege overcharges related to the sale of certain products, including Keppra®, by the UCB Group. (b) Diet Drug Cases (Ionamin®) Prior to the acquisition of Celltech by the UCB Group in 2004, various Celltech entities were named as co-defendants in over 7,000 cases claiming personal injury relating to heart valve defects from the “Phen-Fen” diet drug combination. Ultimately, Wyeth, the manufacturer of fenfluramine and dexfenfluramine established a settlement fund, which as of the date hereof totals approximately US$5 billion to settle claims. The litigation is organized in the form of a class action/multi-district litigation. As of the date hereof, there have been no judgments against any Celltech or UCB Group entities, nor has any Celltech or UCB Group company paid any money to any claimant in settlement of any related claims. As of 25 August 2009, Celltech/UCB, the manufacturer of Ionamin , a phentermine, had been dismissed from all but approximately 35 cases without any liability. Of those 35 cases, all are pending dismissal. (c) Vaccine Cases (Thiomerosal) A11250830/2.25/23 Oct 2009 87
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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
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- Reliance on the procedures of the
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and federal governmental entities,
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If any of the UCB Group’s major p
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The UCB Group relies upon third-par
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other U.S. federal and state govern
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either to remediate certain sites o
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(iii) have sufficient financial res
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(i) EU Savings Directive Under the
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(o) The Domiciliary Agent is not re
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PART III: DOCUMENTS INCORPORATED BY
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• 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 and 64: (d) Manufacturing and supply of raw
Page 65 and 66: NET SALES FOR MAIN PRODUCTS BY REGI
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: pain; which expires with the last t
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
Page 115 and 116: Company name Registered office UCB
Page 117 and 118: PART XI: DESCRIPTION OF THE SHARES
Page 119 and 120: According to article 32 of the Arti
Page 121 and 122: Under UCB’s Articles, the Issuer
Page 123 and 124: The Board can also determine when s
Page 125 and 126: 1. BELGIAN TAXATION PART XIII: TAXA
Page 127 and 128: (b) Belgian tax on income and capit
Page 129 and 130: more detailed proposal for amendmen
Page 131 and 132: PART XIV: SUBSCRIPTION AND SALE For
Page 133 and 134: On the date that the subscriptions
Page 135 and 136: 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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