Offering Circular. - SFM

The Settlement Agreements
Pursuant to Delibera 1329 and the Accordo Quadro, on 18 June, 2004, Farmafactoring, the Region and each
of the Health Authorities entered into nineteen settlement agreements (equal to the number of Health
Authorities), which do not have the effect of novation, in relation to the claims which (i) derive from the sale
and supply of pharmaceutical products and services provided to the Health Authorities and (ii) are certified
by the relevant Health Authority in accordance with the certification procedure regulated in the Accordo
Quadro and in the Settlement Agreements themselves.
Under the Settlement Agreements: (i) it is confirmed that the Health Authorities completed, by 10 June,
2004, the certification procedure in respect of the claims relating to the sale and supply of pharmaceutical
products and services provided by the pharmaceutical companies listed in the table above for which
Farmafactoring made the request for certification within the terms provided therein and in the Accordo
Quadro; (ii) each of the Health Authorities is obliged to pay to Farmafactoring an amount equal to the
relevant certified amount increased by a forfeit amount; (iii) the payment of all the due amounts as certified
under the Settlement Agreements will be made across 5 years, in 10 equal semi-annual instalments; and (iv)
Farmafactoring agreed to abandon any judicial proceedings that have been commenced for the recovery of
the sums due by the Health Authorities in respect of such claims. As resulting from the certification
procedure, the overall amount of the certified claims is equal to Euro 194,360,255.86.
Pursuant to resolution No. C1303 of 29 July, 2004 the Officer in charge of the Economy and Labour
Department ratified the Settlement Agreements.
The Delegations of Payment
On 19 July, 2004, each of the Health Authorities issued irrevocable and unconditional delegations of
payment (delegazione di pagamento) pursuant to article 1268 et subs. of the Italian civil code, accepted by
the Region whereby the latter has irrevocably and unconditionally undertaken to pay, in 10 equal semiannual
instalments, the sums due by each of the Health Authorities to Farmafactoring or any assignee of such
claims pursuant to the Settlement Agreements.
Under each Delegation of Payment, the Region has waived the right to raise any objections towards
Farmafactoring and any other assignee of the claims arising from such Delegation of Payment, including
without limitation any objections relating to any legal relationship between the Region and the relevant
Health Authority, the legal relationship between Farmafactoring and the relevant Health Authority and the
legal relationship between the Region and Farmafactoring. Pursuant to article 69 of Decree 2440, the
Delegations of Payment have been executed by separate private deeds authenticated by a Notary Public.
The Region, by resolution (determinazione) No. C1303 of 29 July, 2004 of the Officer in charge of the
Economy and Labour Department (Direttore del Dipartimento Economico e Occupazionale) has ratified the
Settlement Agreements and the Delegations of Payments and approved a multi-annual expense commitment
(impegno di spesa pluriennale) for the payment in favour of Farmafactoring of the amounts due to it under
the Delegations of Payment in an aggregate net amount equal to Euro 214,172,847.96 in 10 equal semiannual
instalments for each year starting from 15 December, 2004 up to and including 15 June, 2009.
Furthermore, on 29 September, 2004 the Officer in charge of the Economy and Labour Department
(Direttore del Dipartmento Economico e Occupazionale) by its resolution (determinazione) No. C1625
confirmed, inter alia, the Region’s consent, for the purpose of article 70 of Royal Decree 2440, to the
assignment and transfer to the Issuer of the claims deriving from the Delegations of Payment.
The Health Authorities
The Health Authorities which entered into the Settlement Agreements with Farmafactoring and the Region
are:
(i) Azienda Unità Sanitaria Locale Roma A;
(ii) Azienda Unità Sanitaria Locale Roma B;
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