UCB SA - BNP Paribas Fortis

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)
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