{"id":43610,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement-incyte-pharmaceuticals-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement-incyte-pharmaceuticals-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement-incyte-pharmaceuticals-inc-and.html","title":{"rendered":"Share Purchase Agreement &#8211; Incyte Pharmaceuticals Inc. and Hexagen Ltd."},"content":{"rendered":"<pre>                            SHARE PURCHASE AGREEMENT\n\n\n\n                                      Among\n\n                          INCYTE PHARMACEUTICALS, INC.,\n\n                                 HEXAGEN LIMITED\n\n                                       and\n\n                       THE SHAREHOLDERS OF HEXAGEN LIMITED\n\n\n\n\n\n\n\n                               21st September, 1998\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                -----------------\n\n                                                                            Page\n                                                                            ----\n\nARTICLE I     PURCHASE AND SALE..............................................  1\n    1.1       Purchase and Sale of the Company Shares........................  1\n    1.2       Shareholders' Warranty and Waiver..............................  2\n    1.3       Purchase Price.................................................  2\n    1.4       Adjustments....................................................  2\n    1.5       Escrow Shares..................................................  2\n    1.6       Agreement of Shareholders......................................  2\n    1.7       Shareholders' Representative...................................  3\n\nARTICLE II    CLOSING........................................................  5\n    2.1       Closing........................................ ...............  5\n    2.2       Actions at the Closing.........................................  5\n\nARTICLE III   REPRESENTATIONS AND WARRANTIES OF EACH OF THE\n              SHAREHOLDERS...................................................  7\n    3.1       Authority......................................................  7\n    3.2       No Conflict with Other Instruments.............................  7\n    3.3       Ownership of Securities........................................  8\n    3.4       Sale Entirely for Own Account..................................  8\n    3.5       Reliance Upon the Shareholder's Representations................  8\n    3.6       Receipt of Information; Investment Experience..................  8\n    3.7       Restricted Securities..........................................  9\n    3.8       Legends........................................................  9\n    3.9       Brokers or Finders.............................................  9\n\nARTICLE IV    REPRESENTATIONS AND WARRANTIES OF THE COMPANY..................  9\n    4.1       Organization and Qualification................................. 10\n    4.2       Capital Structure.............................................. 11\n    4.3       Subsidiaries; Equity Investments............................... 12\n    4.4       Authority...................................................... 12\n    4.5       No Conflict with Other Instruments............................. 12\n    4.6       Governmental Consents.......................................... 13\n    4.7       The Accounts................................................... 13\n    4.8       The Management Accounts........................................ 13\n    4.9       Accounting and Other Records................................... 14\n    4.10      Absence of Changes............................................. 14\n    4.11      Real Property.................................................. 16\n    4.12      Environmental Matters.......................................... 20\n    4.13      Taxes.......................................................... 20\n    4.14      Employees...................................................... 25\n    4.15      Compliance with Law............................................ 28\n    4.16      Litigation..................................................... 30\n    4.17      Contracts...................................................... 30\n    4.18      No Default..................................................... 31\n    4.19      Proprietary Rights............................................. 31\n\n\n                                      -i-\n\n\n\n\n\n                                                                            Page\n                                                                            ----\n\n\n    4.20      Computer System and Software................................... 33\n    4.21      Insurance...................................................... 34\n    4.22      Brokers or Finders............................................. 34\n    4.23      Related Parties................................................ 35\n    4.24      Certain Advances............................................... 35\n    4.25      Underlying Documents........................................... 35\n    4.26      Banking Facilities............................................. 35\n    4.27      Insolvency..................................................... 36\n    4.28      No Misleading Statements....................................... 37\n\nARTICLE V     REPRESENTATIONS AND WARRANTIES OF PURCHASER.................... 37\n    5.1       Organization................................................... 37\n    5.2       Authority...................................................... 37\n    5.3       No Conflict with Other Instruments............................. 37\n    5.4       Governmental Consents.......................................... 37\n    5.5       SEC Documents.................................................. 38\n    5.6       Financial Statements........................................... 38\n    5.7       Litigation..................................................... 38\n    5.8       Shares of Purchaser Common..................................... 38\n    5.9       No Misleading Statements....................................... 39\n    5.10      Brokers or Finders............................................. 39\n    5.11      Acquisition for Investment..................................... 39\n\nARTICLE VI    ADDITIONAL AGREEMENTS............... .......................... 39\n    6.1       Stock Options.................................................. 39\n    6.2       Expenses....................................................... 40\n    6.3       Public Disclosure.............................................. 40\n    6.4       Reasonable Efforts............................................. 41\n    6.5       Conduct; Notification of Certain Matters....................... 41\n    6.6       Registration Rights............................................ 41\n    6.7       Additional Documents and Further Assurances.................... 41\n    6.8       Blue Sky Laws.................................................. 41\n    6.9       Nasdaq Listing................................................. 42\n    6.10      Indemnification................................................ 42\n    6.11      Tax Returns.................................................... 42\n\nARTICLE VII   CONDITIONS TO THE CLOSING...................................... 43\n    7.1       Conditions to Obligations of Each Party to Effect the Closing.. 43\n    7.2       Additional Conditions to Obligations of the Shareholders....... 44\n    7.3       Additional Conditions to the Obligations of Purchaser.......... 44\n\nARTICLE VIII  INDEMNIFICATION AND ESCROW..................................... 46\n    8.1       Survival of Representations and Warranties, Etc................ 46\n    8.2       Indemnification and Escrow Arrangements........................ 46\n    8.3       Claims Resulting From Breaches of Certain Representations and\n              Warranties..................................................... 51\n\nARTICLE IX    TERMINATION, AMENDMENT AND WAIVER.............................. 52\n    9.1       Termination.................................................... 52\n\n\n                                      -ii-\n\n\n\n\n\n                                                                            Page\n                                                                            ----\n\n\n    9.2       Effect of Termination.......................................... 53\n    9.3       Amendment or Supplement........................................ 53\n    9.4       Extension of Time, Waiver...................................... 53\n\nARTICLE X     GENERAL........................................................ 54\n    10.1      Notices........................................................ 54\n    10.2      Headings....................................................... 56\n    10.3      Counterparts................................................... 56\n    10.4      Entire Agreement; Assignment................................... 56\n    10.5      Severability................................................... 56\n    10.6      Other Remedies................................................. 56\n    10.7      Interpretation................................................. 56\n    10.8      Governing Law.................................................. 56\n    10.9      Appointment of Agent........................................... 57\n    10.10     Absence of Third-Party Beneficiary Rights...................... 57\n    10.11     Restrictive Trade Practices Act................................ 57\n\nExhibit A     Form of Irrevocable Undertaking\nExhibit B     Form of Escrow Agreement\nExhibit C     Registration Rights\nExhibit D-1   Form of Amendments to Hexagen plc Unapproved Share Option \n              Plan 1996 (effective prior to Closing)\nExhibit D-2   Form of Amendments to Hexagen plc Unapproved Share Option \n              Plan 1996 (effective upon Closing)\nExhibit D-3   Form of Option Exchange Agreement\nExhibit D-4   Form of Replacement Option Certificate\nExhibit D-5   Form of Option Release Deed\nExhibit E     Form of Restrictive Covenants Agreement\nSchedule I    Schedule of Consideration\nSchedule II   Schedule of Options to be Converted\nSchedule III  Computation of Purchaser Shares and Option Exchange Ratio\nSchedule 2.2  Post-Closing Directors and Officers of the Company; Resignations\nSchedule 7.3  Schedule of Shareholders and Employees to be Parties to \n              Restrictive Covenants Agreement and Employment Agreements\n\n\n                                       -iii-\n\n\n\n\n\n                            SHARE PURCHASE AGREEMENT\n\n\n        THIS SHARE PURCHASE AGREEMENT (this \"Agreement\") dated as of the 21st\nday of September, 1998, by and among INCYTE PHARMACEUTICALS, INC., a Delaware\ncorporation (\"Purchaser\"), HEXAGEN LIMITED, a company incorporated in England\nand Wales (the \"Company\"), and the persons and entities listed on Schedule I\nhereto (the \"Shareholders\").\n\n                              W I T N E S S E T H:\n\n        WHEREAS, the Shareholders collectively own all of the issued and \noutstanding share capital of the Company (collectively, the \"Company Shares\");\n\n        WHEREAS, the Company owns all of the issued and outstanding share\ncapital of Hexagen Technology Limited, a company incorporated in England and\nWales (the \"Subsidiary\");\n\n        WHEREAS, upon the terms and subject to the conditions set forth in this\nAgreement, Purchaser wishes to purchase, and the Shareholders wish to sell, the\nCompany Shares for the consideration set forth below; and\n\n        WHEREAS, on August 14, 1998 (the \"Announcement Date\"), Purchaser and the\nCompany entered into an Agreement (the \"Master Agreement\") governing certain\nactions to be taken prior to the Closing (as defined below) under this\nAgreement;\n\n        WHEREAS, as of the Announcement Date, Shareholders holding at least 90%\nof the Company Shares have entered into agreements in favor of Purchaser in the\nform attached hereto as Exhibit A (\"Irrevocables\") pursuant to which, among\nother things, such Shareholders have agreed to execute this Agreement following\nthe completion of certain events:\n\n        N o w, T h e r e f o r e, in consideration of the premises and of the\nmutual agreements, provisions and covenants herein contained, Purchaser, the\nCompany and the Shareholders hereby agree as follows:\n\n\n                                    ARTICLE I\n\n                                PURCHASE AND SALE\n                                -----------------\n\n        1.1 Purchase and Sale of the Company Shares. Upon and subject to the\n            ---------------------------------------\nterms and conditions of this Agreement, Purchaser hereby offers to purchase from\neach Shareholder, and each Shareholder hereby undertakes to sell or procure the\nsale of and transfer to Purchaser, all legal and beneficial interest in that\nnumber of Company Shares as is set out against such Shareholder's name in\nSchedule I hereto free from all liens, charges, encumbrances and equities of any\ndescription together with all rights now or hereafter attaching thereto with\nfull title guarantee (as construed under English law). At the closing of the\ntransactions contemplated by this Agreement (the \"Closing\"), each Shareholder\nshall deliver or procure delivery to Purchaser of certificates evidencing the\nCompany Shares accompanied by duly executed transfers of all the Company Shares\nin favor of Purchaser.\n\n                                      -1-\n\n\n\n\n\n\n        1.2 Shareholders' Warranty and Waiver. Each of the Shareholders warrants\n            ---------------------------------\nto Purchaser that such Shareholder is entitled to sell and transfer to Purchaser\nthe full legal and beneficial ownership of the Company Shares held by such\nShareholder and that such shares are free and clear of any and all Encumbrances\n(as defined in Section 3.1 below). Each of the Shareholders hereby waives and\nundertakes to procure the waiver of all pre-emption and similar rights over the\nCompany Shares or any of them to which such Shareholder or any other person\ncontrolled by such Shareholder may be entitled under the Articles of Association\nof the Company, the Subscription and Shareholders' Agreement relating to Hexagen\nplc dated 11 July 1996, as amended by the 1996 Supplemental Agreement to the\nSubscription and Shareholders' Agreement dated 4 September 1996 and the Second\nSupplemental Agreement to the Subscription and Shareholders' Agreement dated 19\nNovember 1996 (collectively, the \"Shareholders' Agreement\"), or otherwise in\nrelation to the sale and purchase of the same hereunder. Nothing in this\nAgreement shall oblige Purchaser to buy any of the Company Shares or otherwise\ncomplete this Agreement unless the sale and purchase of all the Company Shares\nis completed simultaneously.\n\n        1.3 Purchase Price. The aggregate purchase price (the \"Consideration\")\n            --------------\nto be paid by Purchaser for the Company Shares shall be (i) $5,000,000 in cash\nplus such amount of cash to be paid in lieu of fractional Purchaser Shares (the\n\"Cash Payment\") and (ii) the number of shares (the \"Purchaser Shares\") of common\nstock, $.001 par value, of Purchaser (\"Purchaser Common\") calculated as set\nforth in Schedule III attached hereto. Cash to be paid in lieu of fractional\nshares shall be calculated based on the average closing price of the Purchaser\nCommon on the Nasdaq National Market for the 30 consecutive trading day period\nending on the trading day immediately preceding the Announcement Date (the\n\"Purchaser Common Average Price\").\n\n        1.4 Adjustments. If at any time during the period between the\n            -----------\nAnnouncement Date and the Closing, any change in the outstanding shares of\ncapital stock of Purchaser shall occur, including by reason of any\nreclassification, recapitalization, stock split or combination, exchange or\nreadjustment of shares, or any stock dividend thereon with a record date during\nsuch period, the number of shares of Purchaser Common constituting all or part\nof the Consideration shall be appropriately adjusted.\n\n        1.5 Escrow Shares. A portion of the Purchaser Shares issued as a portion\n            -------------\nof the Consideration (the \"Escrow Shares\") shall be placed in escrow as\ncollateral for the indemnification obligations of the Shareholders pursuant to\nArticle VIII of this Agreement. The aggregate number of Escrow Shares shall be\nas set forth on Schedule I hereto and shall be based upon the following formula:\nthe number of shares of Purchaser Common equal to the quotient of (a) $9,000,000\ndivided by (b) the Purchaser Common Average Price, rounded to the nearest whole\nshare.\n\n        1.6 Agreement of Shareholders. Each of the Shareholders hereby consents\n            -------------------------\nand agrees with the other Shareholders and Purchaser to the allocation of the\nConsideration among the Shareholders in the manner set forth on Schedule I\nhereto. Each of the Shareholders shall receive, or shall receive evidence of an\nirrevocable instruction to Purchaser's Transfer Agent to issue, at the Closing\nsuch number of Purchaser Shares that are not to be delivered to the Escrow Agent\n(as defined in Section 8.2(a) below) pursuant to the provisions of Section 1.5\nand Article VIII (the \"Initial Shares\") set forth opposite such Shareholder's\nname on Schedule I hereto. The number of Escrow Shares to be delivered to the\nEscrow Agent pursuant to the provisions of Section 1.5 and Article VIII on\nbehalf of each Shareholder is set forth opposite such Shareholder's name on\nSchedule I hereto. The Initial Shares and the Escrow Shares together constitute\nthe Purchaser Shares.\n\n                                      -2-\n\n\n\n\n\n\n        1.7    Shareholders' Representative.\n               ----------------------------\n\n        (a) In order to administer efficiently the transactions contemplated\nhereby, including (i) the waiver of any condition to the obligations of the\nShareholders to consummate the transactions contemplated hereby, (ii) the\ndefense and\/or settlement of any claims that may be made by Purchaser following\nthe Closing against the Escrow Fund (as defined in Section 8.2(a) below), and\n(iii) the preparation of all documentation and conduct of all matters relating\nto the Tax Returns (as defined in Section 4.13 below) and computations of the\nCompany and the Subsidiary pursuant to the provisions of Section 6.11 below, the\nShareholders hereby designate Stephen Bunting as their representative (the\n\"Shareholders' Representative\").\n\n        (b) Each Shareholder irrevocably agrees that such Shareholder grants the\nShareholders' Representative full power and authority to act as agent and\nattorney-in-fact for each Shareholder, for and on behalf of the Shareholders,\n(i) to take all action necessary in connection with the waiver of any condition\nto the obligations of the Shareholders to consummate the transactions\ncontemplated hereby, or the defense and\/or settlement of any claims that may be\nmade by Purchaser following the Closing against the Escrow Fund, (ii) to give\nand receive all notices required to be given or received by the Shareholders\nunder this Agreement or the Escrow Agreement, (iii) to authorize delivery to\nPurchaser of shares of Purchaser Common from the Escrow Fund in satisfaction of\nclaims by Purchaser, to object to such deliveries, to agree to negotiate, enter\ninto settlements and compromises of, and demand arbitration and comply with\norders of courts and awards of arbitrators with respect to such claims, and (iv)\nto take any and all additional action necessary or appropriate in the judgment\nof the Shareholders' Representative for the accomplishment of the foregoing or\nas is contemplated to be taken by or on behalf of the Shareholders by the terms\nof this Agreement and the Escrow Agreement.\n\n        (c) The agency of the Shareholders' Representative may be changed by the\nShareholders from time to time upon not less than 30 days' prior written notice\nto Purchaser; provided that the Shareholders' Representative may not be removed\nunless holders of at least two-thirds in interest of the Escrow Fund agree to\nsuch removal and to the identity of the substituted agent. In the event that the\nShareholders' Representative dies, becomes unable to perform his or her\nresponsibilities hereunder or resigns from such position, the Shareholders\nholding, prior to Closing, a majority in interest of the Escrow Fund shall\nselect another representative to fill such vacancy and such substituted\nrepresentative shall be deemed to be the Shareholders' Representative for all\npurposes of this Agreement and the documents delivered pursuant hereto. No bond\nshall be required of the Shareholders' Representative, and the Shareholders'\nRepresentative shall not receive compensation for his or her services. No\nprovision of this Agreement shall restrict in any way the ability or right of\nthe Shareholders' Representative to voluntarily resign from such position at any\ntime, and any such resignation shall be done without any liability to the\nShareholders' Representative.\n\n        (d) All decisions and actions by the Shareholders' Representative,\nincluding without limitation any agreement between the Shareholders'\nRepresentative and Purchaser relating to the defense and\/or settlement of any\nclaims that may be made by Purchaser following the Closing against the Escrow\nFund, shall be binding upon all of the Shareholders and no Shareholder shall\nhave the right to object, dissent, protest or otherwise contest the same.\n\n        (e) By such Shareholder's execution of this Agreement, each Shareholder\nagrees that:\n\n               (i)  Purchaser shall be able to rely conclusively on the \n          instructions and decisions of the Shareholders' Representative as to\n          the settlement of any claims for indemnification of Purchaser\n\n                                      -3-\n\n\n\n\n\n\n        and\/or the Company pursuant to the Escrow Agreement or Article VIII\n        below or any other actions required or permitted to be taken by the\n        Shareholders' Representative hereunder, and no party hereunder shall\n        have any cause of action against Purchaser to the extent that Purchaser\n        has relied upon the instructions or decisions of the Shareholders'\n        Representative;\n\n               (ii) all actions, decisions and instructions of the Shareholders'\n        Representative shall be conclusive and binding upon all of the\n        Shareholders and no Shareholder shall have any cause of action against\n        the Shareholders' Representative for any action taken, decision made or\n        instruction given by the Shareholders' Representative under this\n        Agreement, except for fraud or willful breach of this Agreement by the\n        Shareholders' Representative;\n\n               (iii) notices or communications to or from the Shareholders'\n        Representative shall constitute notice to or from each of the\n        Shareholders for purposes of this Agreement and the Escrow Agreement;\n\n               (iv) the provisions of this Section 1.7 are independent and\n        severable, are irrevocable and coupled with an interest and shall be\n        enforceable notwithstanding any rights or remedies that any Shareholder\n        may have in connection with the transactions contemplated by this\n        Agreement;\n\n               (v) remedies available at law for any breach of the provisions of\n        this Section 1.7 are inadequate; therefore, Purchaser and the Company\n        shall be entitled to temporary and permanent injunctive relief without\n        the necessity of proving damages if either Purchaser or the Company\n        brings an action to enforce the provisions of this Section 1.7.\n\n               (vi) as between such Shareholder and the other Shareholders, the\n        Shareholders' Representative shall have full power to determine all\n        questions and doubts arising in relation to any of the provisions of\n        this Agreement and every such determination made in good faith shall be\n        conclusive and binding on the Shareholders and the Shareholders'\n        Representative may act on the opinion or advice of or information\n        obtained from any solicitor, attorney, banker, broker, accountant or\n        other expert and shall not be responsible for any loss occasioned by so\n        acting;\n\n               (vii) such Shareholder shall, together with all of the other\n        Shareholders, jointly and severally indemnify the Shareholders'\n        Representative from and against any and all liabilities, obligations,\n        losses, damages, penalties, actions, judgments, suits, costs, expenses\n        or disbursements of any kind or nature whatsoever which may be imposed\n        on, incurred by, or asserted against the Shareholders' Representative by\n        Purchaser, the Company, other Shareholders, or any other person in\n        connection with this Agreement and in suing for and recovering any sum\n        due to the Shareholders or any of them under this Agreement;\n\n               (viii) in performing the functions specified in this Agreement\n        and the Escrow Agreement, the Shareholders' Representative shall not be\n        liable to any Shareholder in the absence of willful misconduct on the\n        part of the Shareholders' Representative; and\n\n               (ix) the provisions of this Section 1.7 shall be binding upon the\n        executors, heirs, legal representatives, personal representatives,\n        successor trustees, and successors of each Shareholder, and any\n        references in this Agreement to a Shareholder or the Shareholders shall\n        mean and include the successors to the Shareholder's rights hereunder,\n        whether pursuant to testamentary disposition, the laws of descent and\n        distribution or otherwise.\n\n                                      -4-\n\n\n\n\n\n\n        (f) All fees and expenses incurred by the Shareholders' Representative\nshall be paid out of amounts remaining in the Escrow Fund after satisfaction of\nall claims of Purchaser against such fund. Upon application by the Shareholders'\nRepresentative to the Escrow Agent and Purchaser prior to the satisfaction of\nall claims of Purchaser against the Escrow Fund, Purchaser may in its sole and\nabsolute discretion authorize the Escrow Agent to release a portion of the\nEscrow Fund to the Shareholders' Representative in reimbursement of fees and\nexpenses incurred prior to such time. In making such payment, any shares of\nPurchaser Common to be distributed from the Escrow Fund shall be valued at the\nclosing price of the Purchaser Common on the Nasdaq National Market on the day\nof distribution. Nothing in this Section 1.7(f) shall limit the obligations of\nthe Shareholders under Section 1.7(e)(vii). In carrying out his functions under\nthis Agreement, the Shareholders' Representative shall be permitted, in his\ndiscretion, to solicit from each of the Shareholders an advancement of funds in\nan amount sufficient to cover the anticipated expense associated with any\nnecessary or appropriate act hereunder, and each Shareholder, consistent with\nsuch Shareholder's obligations pursuant to Section 1.7(e)(vii) above, shall\ncomply with such request.\n\n\n                                   ARTICLE II\n\n                                     CLOSING\n                                     -------\n\n        2.1 Closing. The Closing shall take place at the offices of Taylor\n            -------\nJoynson Garrett, Carmelite, 50 Victoria Embankment, Blackfriars, London, England\nas soon as practicable following satisfaction or waiver of all of the conditions\nto the obligations of the parties to consummate the transactions contemplated\nhereby in accordance with this Agreement or at such other time, place and date\nas is mutually agreed to by the parties hereto. The date of the Closing is\nreferred to in this Agreement as the \"Closing Date.\"\n\n        2.2 Actions at the Closing.  At the Closing:\n            ----------------------\n\n        (a) the Shareholders and\/or the Company, as the case may be, shall\ndeliver to Purchaser the various certificates, instruments and documents\nreferred to in Section 7.3 below;\n\n        (b)    Purchaser shall deliver to the Shareholders and\/or the Company \nthe various certificates, instruments and documents referred to in Section 7.2\nbelow;\n\n        (c) each Shareholder shall deliver or procure delivery to Purchaser of\ncertificates (\"Certificates\") evidencing the Company Shares accompanied by duly\nexecuted transfers of all the Company Shares in favor of Purchaser (or its\nnominee(s)), and, in connection therewith, each Shareholder hereby irrevocably\nappoints, as of the time of Closing, any corporate officer of Purchaser and any\nExecutive Director of the Company as such Shareholder's attorney and irrevocably\ninstructs the attorney to execute all or any form(s) of transfer, surrender\nand\/or other document(s) at the attorney's direction in relation to the Company\nShares in favor of Purchaser or such other person or persons as Purchaser may\ndirect and to do all such acts and things as may in the opinion of such attorney\nbe reasonably necessary or reasonably expedient for the purposes of, or in\nconnection with, the acceptance of the offer made in Section 1.1 and to\nsurrender or vest in Purchaser or its nominee(s) the Company Shares, provided\nthat the terms of this clause shall not apply to any Shareholder who, by virtue\nof his, her or its constitution, is expressly prohibited from granting a power\nof attorney in such terms;\n\n                                      -5-\n\n\n\n\n\n\n        (d) Purchaser shall deliver to each Shareholder or their respective\nnominees a certificate for, or evidence of an irrevocable instruction to\nPurchaser's Transfer Agent to issue, the number of Initial Shares set forth\nopposite such Shareholders' name on Schedule I hereto and shall deliver to each\nShareholder a check, payable in Dollars, in the amount of the portion of the\nCash Payment set forth opposite such Shareholder's name on Schedule I hereto;\n\n        (e) Purchaser, the Shareholders' Representative and the Escrow Agent\nshall execute and deliver the Escrow Agreement attached hereto as Exhibit B (the\n\"Escrow Agreement\") and Purchaser shall deliver to the Escrow Agent a\ncertificate for, or an irrevocable instruction to Purchaser's Transfer Agent to\nissue, the number of Escrow Shares being placed in escrow on the Closing Date\npursuant to Section 1.5 and Article VIII;\n\n        (f) the Shareholders shall procure that a board meeting of the Company\nshall be held at which (i) such persons as Purchaser may nominate will be\nappointed directors of the Company; (ii) there shall be submitted and accepted\nthe resignations referred to in Section 7.3(f); (iii) subject only to their\nbeing duly stamped (where applicable), the transfers of the Company Shares\ncontemplated by this Agreement shall be approved and Purchaser and\/or its\nnominee(s) shall be registered as the holders of the Company Shares and new\nshare certificates shall be executed and issued accordingly; (iv) all existing\ninstructions to banks shall be cancelled and new instructions given in such form\nas Purchaser may require; (v) the registered office of the Company will be\nchanged to Carmelite, 50 Victoria Embankment, Blackfriars, London EC4Y 0DX; and\n(vi) the persons set forth on Schedule 2.2 hereto will be appointed officers of\nthe Company;\n\n        (g) Purchaser shall deliver to the Shareholders' Representative for the \nbenefit of the Shareholders:\n\n               (i) (A) the Certificate of Incorporation of Purchaser, certified\n        as of a recent date by the Secretary of State of the State of Delaware,\n        and (B) a certificate of said Secretary dated as of a recent date as to\n        the due incorporation and good standing of Purchaser and listing all\n        documents on file with said Secretary;\n\n               (ii) certificate of the Secretary or an Assistant Secretary of\n        Purchaser dated the Closing Date and certifying (A) that the Certificate\n        of Incorporation of Purchaser has not been amended since the date of the\n        last amendment referred to in the certificate delivered pursuant to\n        clause (i)(B) above, (B) that attached thereto is a true and correct\n        copy of the Bylaws of Purchaser as in effect on the Closing Date, (C)\n        that attached thereto is a true and correct copy of all resolutions\n        adopted by the Board of Directors of Purchaser authorizing the\n        execution, delivery and performance of this Agreement and the ancillary\n        agreements and transactions contemplated hereby and that such\n        resolutions have not been amended or modified and are in full force and\n        effect in the form adopted, and (D) to the incumbency and specimen\n        signature of each officer of Purchaser executing this Agreement and each\n        ancillary agreement to be executed by Purchaser pursuant to this\n        Agreement and any certificate or instrument furnished pursuant hereto;\n        and\n\n        (h) the Company and\/or the Shareholders shall procure that the auditors\nof the Company and the auditors of the Subsidiary shall deliver their written\nresignation to Purchaser together with a statement in accordance with section\n394 of the Companies Act 1985 (the \"Companies Act\") that there are no\ncircumstances connected with such resignation which they consider should be\nbrought to the attention of the Shareholders or creditors of the Company or the\nSubsidiary, as the case may be, and that there are no fees or other payments due\nto them from the Company or the Subsidiary.\n\n                                      -6-\n\n\n\n\n\n\n                                   ARTICLE III\n\n                         REPRESENTATIONS AND WARRANTIES\n                         ------------------------------\n                           OF EACH OF THE SHAREHOLDERS\n                           ---------------------------\n\n        Each Shareholder severally and not jointly represents and warrants to\nPurchaser that as to such Shareholder:\n\n        3.1 Authority. Such Shareholder has all power to execute and deliver\n            ---------\nthis Agreement and to carry out and perform such Shareholder's respective\nobligations under the terms of this Agreement and the related agreements\nrequired to be entered into as conditions of Closing under Article VII hereof.\nSuch Shareholder has the full power to exchange, assign, transfer and deliver\nhis, her or its Company Shares hereunder, free and clear of all covenants,\nconditions, voting trust arrangements, liens, encumbrances, equities, security\ninterests, restrictions, claims, charges, and other claims or rights of third\nparties (\"Encumbrances\"). This Agreement, when executed and delivered by such\nShareholder, will constitute the valid and legally binding obligation of such\nShareholder, legally enforceable against such Shareholder in accordance with the\nterms of this Agreement, subject to the effect of bankruptcy, insolvency,\nreorganization, moratorium and other similar laws relating to or affecting the\nrights of creditors generally, limitations imposed by English, U.S. federal or\nstate law or equitable principles upon the specific enforceability of any of the\nremedies, covenants or other provisions of this Agreement, and upon the\navailability of injunctive relief or other equitable remedies.\n\n        3.2 No Conflict with Other Instruments. The execution and delivery of,\n            ----------------------------------\nand the performance by such Shareholder of, its obligations under this Agreement\n(including the Exhibits hereto), the related agreements required to be entered\ninto as conditions of Closing under Article VII hereof, and the transactions\ncontemplated hereby (i) will not result in any violation of, conflict with,\nconstitute a breach, violation or default (with or without notice or lapse of\ntime, or both) under (x) any provision of the Memorandum and Articles of\nAssociation or other charter or governing document of such Shareholder (in the\nevent the Shareholder is not an individual) or (y) any agreement, arrangement,\norder, judgment or decree of any court or any governmental agency, contract,\nunderstanding, note, mortgage, indenture, lease, franchise, license, permit or\nother instrument to which such Shareholder is a party or by which such\nShareholder or any of his or its properties or assets is bound, (ii) will not\nconflict with, or result in any breach or violation of, any statute, judgment,\ndecree, order, rule or governmental regulation applicable to such Shareholder or\nhis or its properties or assets, or (iii) will not result in the imposition of\nany Encumbrance upon the Company Shares owned by such Shareholder.\n\n        3.3 Ownership of Securities. In respect of the number of the Company\n            -----------------------\nShares set out against each Shareholders' name in Schedule I hereto, such\nShareholder will sell such Company Shares pursuant to this Agreement with full\ntitle guarantee (as construed under English law) and, upon consummation of the\npurchase contemplated by this Agreement, Purchaser will acquire such Company\nShares free and clear of all Encumbrances with full title guarantee and with the\nbenefit of all other rights and advantages belonging to or accruing on such\nCompany Shares. Except for the Shareholders' Agreement, such Shareholder is not\na party to any voting trust, proxy, or other agreement or understanding between\nor among any persons that affects or relates to the voting or giving of written\nconsent with respect to any outstanding security of the Company. Each\nShareholder hereby agrees to waive any rights which such Shareholder has, or\nmight have at any time in the future, against the Company or the Subsidiary\narising from the Shareholders' Agreement. Each Shareholder also confirms that\nneither the Company nor the Subsidiary shall have any obligation to such\nShareholders under the Shareholders' Agreement.\n\n                                      -7-\n\n\n\n\n\n\n        3.4 Sale Entirely for Own Account. This Agreement is made with such\n            -----------------------------\nShareholder in reliance upon such Shareholder's representation to Purchaser,\nwhich by the execution of this Agreement such Shareholder hereby confirms, that\nthe Purchaser Shares to be received by each Shareholder will be acquired for\ninvestment for the Shareholder's own account, not as a nominee or agent, and not\nwith a view to the resale or distribution of any part thereof, and that such\nShareholder has no present intention of selling, granting any participation in,\nor otherwise distributing the same other than in each case pursuant to the\nRegistration Statement contemplated by the Registration Rights set forth in\nExhibit C hereto or pursuant to an appropriate exemption from registration under\napplicable law. By executing this Agreement, such Shareholder further represents\nthat he, she or it does not have any contract, undertaking, agreement or\narrangement with any person to sell, transfer or grant participations to such\nperson or to any third person, with respect to any of the Purchaser Shares.\n\n        3.5 Reliance Upon the Shareholder's Representations. Such Shareholder\n            -----------------------------------------------\nunderstands that the Purchaser Shares are not registered under the United States\nSecurities Act of 1933 (the \"Securities Act\") on the ground that the sale\nprovided for in this Agreement and the issuance of securities hereunder is\nexempt from registration under the Securities Act pursuant to Section 4(2)\nthereof and\/or Regulation S promulgated thereunder, and that Purchaser's\nreliance on such exemption is based on such Shareholder's representations set\nforth herein. Such Shareholder realizes that the basis for the exemption may not\nbe present if, notwithstanding such representations, such Shareholder has in\nmind merely acquiring the Purchaser Shares for a fixed or determinable period in\nthe future, or for a market rise, or for sale if the market does not rise. Such\nShareholder has no such intention.\n\n        3.6 Receipt of Information; Investment Experience. Such Shareholder,\n            ---------------------------------------------\neither alone or with such Shareholder's purchaser representative (within the\nmeaning of Rule 501(h) promulgated under the Securities Act), believes it has\nreceived all the information it considers necessary or appropriate for deciding\nwhether to acquire the Purchaser Shares. Such Shareholder further represents\nthat such Shareholder (or such Shareholder's purchaser representative) has had\nadequate opportunity to obtain from representatives of Purchaser such\ninformation, in addition to the representations set forth in this Agreement, as\nis necessary to evaluate the merits and risks of such Shareholder's investment\nin the Purchaser Shares. Such Shareholder, either alone or with such\nShareholder's purchaser representative, has sufficient experience in business,\nfinancial and investment matters to be able to evaluate the risks involved in\nthe acquisition of the Purchaser Shares to be issued to such Shareholder\npursuant to the terms of this Agreement and to make an informed investment\ndecision with respect to such investment.\n\n        3.7 Restricted Securities. Such Shareholder understands that the\n            ---------------------\nPurchaser Shares may not be sold, transferred or otherwise disposed of without\nregistration under the Securities Act or an exemption therefrom, and that in the\nabsence of an effective registration statement covering the Purchaser Shares or\nan available exemption from registration under the Securities Act, the Purchaser\nShares must be held indefinitely. In particular, such Shareholder is aware that\nthe Purchaser Shares may not be sold pursuant to Rule 144 promulgated under the\nSecurities Act unless all of the conditions of that Rule are met. In this\nconnection, such Shareholder represents that such Shareholder understands that\nunder Rule 144, the Purchaser Shares must be held for at least one year after\npurchase thereof from Purchaser prior to resale (two years in the absence of\npublic current information about Purchaser) and that, under certain\ncircumstances, the conditions for use of Rule 144 include the availability of\npublic current information about Purchaser, that sales be effected through a\n\"broker's transaction\" or in transactions with a \"market maker,\" and that the\nnumber of shares being sold not exceed specified limitations. Such public\ncurrent information about Purchaser for purposes of Rule 144 is now available,\nbut may not be in the future.\n\n                                       -8-\n\n\n\n\n\n\n        3.8 Legends.  It is understood that the certificates evidencing the\n            -------\nPurchaser Shares may bear one or all of the following legends:\n\n        (a) \"The shares represented by this certificate have not been registered\nunder the United States Securities Act of 1933. They may not be sold, offered\nfor sale, pledged, hypothecated or otherwise transferred in the absence of a\nregistration statement in effect with respect to such shares under such Act or\nan opinion of counsel or other evidence satisfactory to Incyte Pharmaceuticals,\nInc. and its counsel that such registration is not required.\"\n\n        (b)    Any legend required by any other jurisdiction.\n\n        3.9 Brokers or Finders. Such Shareholder has not dealt with any broker\n            ------------------\nor finder in connection with the transactions contemplated by this Agreement.\nSuch Shareholder has not incurred, and shall not incur, directly or indirectly,\nany liability for any brokerage or finders' fees or agents' commissions or any\nsimilar charges in connection with this Agreement or any transaction\ncontemplated hereby.\n\n\n                                   ARTICLE IV\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n                  ---------------------------------------------\n\n        Except as otherwise specifically set forth in the disclosure schedule\ndelivered by the Company to Purchaser at the time of execution of the Master\nAgreement and signed by the Executive Directors of the Company in their\ncapacities as such (the \"Original Disclosure Schedule\"), as updated to reflect\nevents that occurred following the date of the Master Agreement (such Original\nDisclosure Schedule, as so amended to the date hereof, the \"Disclosure\nSchedule\") the Company represents and warrants to Purchaser as follows (where\nany paragraph of this Article IV or any provision or disclosure made or referred\nto in the Disclosure Schedule is qualified by the expression \"to the knowledge\nof the Company\" or \"the Company is not aware\" or any similar expression, then\nthat expression shall be deemed to refer to the actual knowledge of Mark Bodmer,\nAndrew Sandham, and Lynda Connon after reasonable inquiry):\n\n        4.1    Organization and Qualification.\n               ------------------------------\n\n        (a) The Company is a private company limited by shares incorporated\nunder the laws of England and Wales. The Company has all requisite power and\nauthority to own, lease and operate its respective properties and to carry on\nits business as now being conducted.\n\n        (b) Each of the Company and the Subsidiary (as defined in Section 4.3)\nis qualified to conduct business in its jurisdiction of incorporation.\n\n        (c) True, complete and accurate copies, with respect to the Company and\nthe Subsidiary, of the respective Memoranda and Articles of Association, as\namended to the date hereof are annexed to the Disclosure Schedule. True,\ncomplete and accurate copies, with respect to the Company and the Subsidiary, of\nthe respective minutes of all of directors' and shareholders' meetings, complete\nand accurate as of the date hereof have been delivered to Purchaser and a list\nof all such minutes setting forth the meeting, meeting date and number of pages\nthereof is set forth in the Disclosure Schedule. The Memoranda and Articles of\nAssociation are in full force and effect. Such documents contain full details of\nthe rights and restrictions attached to the share capital of both the Company\nand the\n\n                                      -9-\n\n\n\n\n\nSubsidiary, and all resolutions have been properly passed as resolutions of the\nCompany or the Subsidiary, as appropriate.\n\n        (d) The register of members and statutory books of both the Company and\nthe Subsidiary contain complete, true and accurate records of the members of\neach of the Company and the Subsidiary, as appropriate and all the other\ninformation which they are required to contain under the Companies Act, up to\nthe date of this Agreement, and comply with all the requirements of the\nCompanies Act and all returns, particulars, resolutions and other documents\nrequired to be delivered by the Company and the Subsidiary to the Registrar of\nCompanies have been duly delivered within the required time limits and no fines\nor penalties are outstanding or known to be due, except in each case where such\nnon-compliance would not have an Adverse Effect. As used in this Agreement, the\nterm \"Adverse Effect\" means an adverse effect on the Company and the Subsidiary,\ntaken as a whole, or on the conduct of the business of the Company and the\nSubsidiary as conducted as of the date of this Agreement.\n\n        (e) Neither the Company nor the Subsidiary has received any notice of\nany application or intended application for the rectification of its register of\nmembers.\n\n        (f) The only directors of the Company and the Subsidiary are the persons\nwhose names are listed in Section 4.1(f) of the Disclosure Schedule and neither\nthe Company nor the Subsidiary has any alternate or shadow directors.\n\n        (g) Neither the Company nor the Subsidiary has provided any financial\nassistance within section 151 of the Companies Act or otherwise directly or\nindirectly for the purchase or the proposed purchase of its shares.\n\n        (h)    Neither the Company nor the Subsidiary has purchased any of its \nown shares.\n\n        (i) Neither the Company nor the Subsidiary has assets outside the United\nKingdom nor does either company have a branch, agency or place of business or\nany permanent establishment (as that expression is defined in the relevant\ndouble taxation relief orders current at the date of this agreement) outside the\nUnited Kingdom and are not required to be qualified to do business outside the\nUnited Kingdom.\n\n        4.2    Capital Structure.\n               -----------------\n\n        (a) The authorized share capital of the Company consists of 23,355,672\ncumulative convertible preferred ordinary shares of 5p nominal value per share\n(\"Preferred Ordinary Shares\"), 5,000,000 'A' ordinary shares of 5p nominal value\nper share (\"'A'\" Ordinary Shares\"), and 3,339,668 ordinary shares of 5p nominal\nvalue per share (\"Ordinary Shares\"). As of the Announcement Date, there were in\nissue 22,355,331 Preferred Ordinary Shares, 5,000,000 'A' Ordinary Shares, and\n366,210 Ordinary Shares. Between the Announcement Date and the date of this\nAgreement, no shares of the Company were issued other than Ordinary Shares\nissued upon the exercise of outstanding Company Options referred to in Section\n4.2(b) below. Each Preferred Ordinary Share and each 'A' Ordinary Share is\nconvertible into one Ordinary Share in accordance with the Company's Articles of\nAssociation. The Preferred Ordinary Shares, 'A' Ordinary Shares and Ordinary\nShares are referred to herein collectively as the \"Company Shares.\" The rights,\npreferences and privileges of the Company Shares are as set forth in the\nCompany's Memorandum and Articles of Association.\n\n                                      -10-\n\n\n\n\n\n\n        (b) As of the Announcement Date, there were outstanding Company Options\nto acquire 3,133,540 Ordinary Shares.\n\n        (c) Other than as described in paragraphs (a) and (b) above, there are\nno other shares or other equity securities of the Company and no other options,\nwarrants, calls, conversion rights, commitments or agreements of any character\nto which the Company is a party or by which the Company may be bound that do or\nmay obligate the Company to issue, deliver or sell, or cause to be issued,\ndelivered or sold, additional shares in the Company's share capital or\nsecurities convertible into or exchangeable for the Company's share capital or\nthat do or may obligate the Company to grant, extend or enter into any such\noption, warrant, call, conversion right, commitment or agreement.\n\n        (d) All issued Company Shares are, and any of the Company Shares issued\nupon exercise of the Company Options (subject to receipt of the exercise prices\nas provided therein) will be, validly issued and fully paid and not subject to\nany rights of pre-emption (other than those set forth in the Company's Articles\nof Association). All outstanding securities of the Company have been issued in\ncompliance with applicable laws and regulations.\n\n        (e) Schedule 4.2 contains complete and accurate lists of the holders of\noutstanding Company Shares, the number of shares owned of record by each such\nholder, and the number of shares subject to and the holders of outstanding\nCompany Options, including in each case (other than in the case of Company\nOptions held by employees of the Company) the addresses of such holders as\nextracted from the register of members of the Company. Schedule 4.2 is true,\ncomplete and accurate on the date hereof and, if required, an updated Schedule\n4.2 to be attached hereto will be true, complete and accurate as of the Closing\nDate. Such Schedule 4.2 identifies the vesting schedule, applicable legends, and\nrepurchase rights or other risks of forfeiture of any outstanding security of\nthe Company.\n\n        (f) Schedule 4.2 contains a true, complete and accurate list of each\nstock option plan, stock appreciation rights or other equity-related stock\nincentive plan of the Company.\n\n        (g) Of the issued and outstanding Company Shares, no shares are subject\nto redemption and, except as described in Schedule 4.2, no shares are subject to\nrepurchase. There is no right of first refusal, co-sale right, right of\nparticipation, right of first offer, option or other restriction on transfer\napplicable to any Company Shares.\n\n        (h) Except for the Shareholders' Agreement, the Company is not a party\nto or subject to any agreement or understanding, and, to the knowledge of the\nCompany, there is no voting trust, proxy, or other agreement or understanding\nbetween or among any persons that affects or relates to the voting or giving of\nwritten consent with respect to any outstanding security of the Company, the\nelection of directors, the appointment of officers or other actions of the board\nof directors of the Company (the \"Company Board\") or the management of the\nCompany.\n\n        4.3 Subsidiaries; Equity Investments. Other than the Subsidiary, the\nCompany does not have and has never had any other subsidiaries or companies\ncontrolled by the Company and does not own and has never owned any equity\ninterest in, or controlled, directly or indirectly, any other corporation,\npartnership, joint venture, trust, firm or other entity. The Subsidiary is a\nprivate company limited by shares incorporated under the laws of England and\nWales. The Company owns all of the issued share capital of the Subsidiary, free\nand clear of any claims, liens or encumbrances, and no options, warrants or\nother rights to acquire shares of the Subsidiary are outstanding.\n\n                                      -11-\n\n\n\n\n\n\n        4.4 Authority. The Company has all requisite corporate power and\n            ---------\nauthority to enter into this Agreement and, subject only to the requisite\napproval of this Agreement by the Company's shareholders in accordance with the\nShareholders' Agreement, to perform its obligations hereunder and consummate the\ntransactions contemplated hereby. The execution and delivery of this Agreement,\nthe performance by the Company of its obligations hereunder and the consummation\nof the transactions contemplated hereby have been duly and validly authorized by\nall necessary corporate action on the part of the Company, including approval of\nthe Company Board, subject only to the requisite approval of this Agreement by\nthe Company's shareholders in accordance with the Shareholders' Agreement. This\nAgreement is a valid and binding obligation of the Company.\n\n        4.5 No Conflict with Other Instruments. The execution, delivery and\n            ----------------------------------\nperformance of this Agreement and the transactions contemplated hereby (a) will\nnot result in any violation of, conflict with, constitute a breach, violation or\ndefault (with or without notice or lapse of time, or both) under, give rise to a\nright of termination, cancellation, forfeiture or acceleration of any obligation\nor loss of any benefit under, or result in the creation or encumbrance on any of\nthe properties or assets of the Company or the Subsidiary pursuant to (i) any\nprovision of the Company's or the Subsidiary's Memorandum and Articles of\nAssociation or (ii) any agreement, contract, understanding, note, mortgage,\nindenture, lease, franchise, license, permit or other instrument to which the\nCompany or the Subsidiary is a party or by which the properties or assets of the\nCompany or the Subsidiary is bound, or (b) to the knowledge of the Company,\nconflict with or result in any breach or violation of any statute, judgment,\ndecree, order, rule or governmental regulation applicable to the Company or the\nSubsidiary or their respective properties or assets, except, in the case of\nclauses (a)(ii) and (b) for any of the foregoing that could reasonably be\nexpected not to, individually or in the aggregate, have a material adverse\neffect on the Company and the Subsidiary, taken as a whole, or that could\nreasonably be expected not to result in the creation of any material lien,\ncharge or encumbrance upon any assets of the Company or the Subsidiary or that\ncould not prevent, materially delay or materially burden the transactions\ncontemplated by this Agreement. As used in this Agreement, any reference to any\nevent, change or effect being \"material\" or \"materially adverse\" or having a\n\"material adverse effect\" on or with respect to an entity (or group of entities,\ntaken as a whole) means such event, change or effect is material or materially\nadverse, as the case may be, to the business, condition (financial or\notherwise), properties, assets, liabilities, or results of operations of such\nentity (or, if with respect thereto, of such group of entities taken as a\nwhole).\n\n        4.6 Governmental Consents. No consent, approval, order or authorization\n            ---------------------\nof, or registration, declaration of, or qualification or filing with, any court,\nadministrative agency, commission, regulatory authority or other governmental or\nadministrative body or instrumentality, whether domestic or foreign, is required\nby or with respect to the Company or the Subsidiary in connection with the\nexecution, delivery and performance of this Agreement by the Company or the\nconsummation by the Company of the transactions contemplated hereby, except for\nsuch consents, approvals, orders, authorizations, registrations, declarations,\nqualifications or filings as may be required under federal or state securities\nlaws in connection with the transactions contemplated hereby.\n\n                                      -12-\n\n\n\n\n\n        4.7    The Accounts.\n               ------------\n\n        (a) A true, complete and accurate copy of the Accounts is annexed to the\nDisclosure Schedule. The Accounts were prepared under the historical cost\nconvention, and complied with and were prepared in accordance with all\napplicable Accounting Requirements. For the purposes of this Agreement\n\"Accounts\" means the audited accounts of the Company and the Subsidiary for the\nfinancial year ending on the Accounts Date including the auditors' and\ndirectors' reports, the audited balance sheets as at the Accounts Date, the\naudited profit and loss accounts for such period and the notes thereto,\n\"Accounts Date\" means 31 December 1997 and \"Accounting Requirements\" means the\naccounting requirements of the Companies Act, SAAPs, FRSs, abstracts of the\nUrgent Issues Task Force, any other requirement of a United Kingdom accounting\nbody having mandatory effect and other generally accepted accounting principles\nand practices in the United Kingdom.\n\n        (b)    The Accounts:\n\n               (i) make proper provision for, reserve for or disclose, as\n        appropriate, all liabilities, whether actual, contingent, unquantified\n        or disputed, all capital commitments, whether actual or contingent, and\n        all bad or doubtful debts of the Company and the Subsidiary as at the\n        Accounts Date in each case, in accordance with, and to the extent\n        required by, applicable Accounting Requirements; and\n\n               (ii) make proper provision for or reserve for deferred Taxation\n        in accordance with, and to the extent required by, applicable Accounting\n        Requirements.\n\n        4.8 The Management Accounts. A true, complete and accurate copy of the\n            -----------------------\nManagement Accounts is annexed to the Disclosure Schedule. The Management\nAccounts fairly presented the financial condition of the Company and the\nSubsidiary as of the Management Accounts Date and the results of operations of\nthe Company and the Subsidiary for the six-month period then ended, except that\nsuch financial statements are subject to normal and recurring year-end\nadjustments. No changes in accounting policies or practices have been made in\nthe Management Accounts compared with the Accounts. For the purposes of this\nAgreement \"Management Accounts\" means the management accounts of the Company and\nthe Subsidiary comprising the balance sheets as at the Management Accounts Date\nand the profit and loss accounts for the months commencing on the day\nimmediately following the Accounts Date and ending on the Management Accounts\nDate and \"Management Accounts Date\" means 30 June 1998.\n\n        4.9 Accounting and Other Records. All the accounts, books, ledgers and\n            ----------------------------\nfinancial and other records of whatsoever kind of each of the Company and the\nSubsidiary (including all invoices) have been kept in accordance with sections\n221 and 222 of the Companies Act and are in the possession of the relevant\ncompany or under its control. Neither the Company nor the Subsidiary has any of\nits records, systems, controls, data or information, recorded, stored,\nmaintained, operated or otherwise wholly or partly dependent on or held by any\nmeans (including any electronic, mechanical or photographic process whether\ncomputerized or not) which (including all means of access thereto and therefrom)\nare not under the exclusive ownership and direct control of either the Company\nor the Subsidiary, as the case may be.\n\n        4.10 Absence of Changes. Since the Management Accounts Date, except as\n             ------------------\notherwise contemplated by this Agreement or set forth in the Disclosure\nSchedule, the Company and the Subsidiary have conducted their respective\nbusinesses only in the ordinary and usual course without any interruption\n\n                                      -13-\n\n\n\n\n\nin the nature, scope or manner of the respective businesses, thereby maintaining\nthe same as going concerns and, without limiting the generality of the\nforegoing:\n\n        (a) There have been no changes in the condition (financial or\notherwise), business, net worth, assets, properties, employees, operations,\nobligations or liabilities of the Company and the Subsidiary, taken as a whole,\nwhich, in the aggregate, have had or may be reasonably expected to have a\nmaterial adverse effect on the Company and the Subsidiary, taken as a whole;\n\n        (b) Neither the Company nor the Subsidiary has issued, or authorized for\nissuance, or entered into any commitment to issue, any equity security, bond,\nnote or other security;\n\n        (c) Neither the Company nor the Subsidiary has incurred additional debt\nfor borrowed money, or incurred any obligation or liability, except in the\nordinary course of business consistent with past practice and, in any event, not\nin excess of (pound)10,000;\n\n        (d) Neither the Company nor the Subsidiary has discharged any obligation\nor liability, or discharged, settled or satisfied any claim, lien or\nencumbrance, except for current liabilities in the ordinary course of business\nconsistent with past practice and, in any event, not in excess of (pound)12,500\nfor any single occurrence or (pound)30,000 in the aggregate;\n\n        (e) The Company has not declared or made any dividend, payment or other\ndistribution (within the meaning of that expression as contained in section 209\nor 210 or 418 of the Income and Corporation Taxes Act 1988 (\"ICTA\"));\n\n        (f)    The Company has not purchased, redeemed or otherwise acquired or \ncommitted itself to acquire, directly or indirectly, any of its shares;\n\n        (g) Neither the Company nor the Subsidiary has conveyed or disposed of,\nor agreed to convey or dispose of, by sale, assignment, lease, license or\notherwise, or mortgaged, pledged or otherwise encumbered, any of its intangible\nassets or properties, including without limitation its Proprietary Rights (as\ndefined in Section 4.19);\n\n        (h)    Neither the Company nor the Subsidiary has mortgaged, pledged, \nor otherwise encumbered any of its tangible assets or properties;\n\n        (i) Neither the Company nor the Subsidiary has disposed of, or agreed to\ndispose of, by sale, lease, license or otherwise, any tangible asset or\nproperty, except in the ordinary course of business consistent with past\npractice;\n\n        (j) Neither the Company nor the Subsidiary has written off any debts, no\ndebt has been released by the Company or the Subsidiary on terms that the debtor\npays less than the book value of its debt, and no debt owing to either the\nCompany or the Subsidiary has proved to any extent to be irrecoverable;\n\n        (k) Neither the Company nor the Subsidiary has purchased or agreed to\npurchase or otherwise acquire any securities of any corporation, partnership,\njoint venture, firm or other entity;\n\n        (l) Neither the Company nor the Subsidiary has made any expenditure or\ncommitment for the purchase, acquisition, construction or improvement of a\ncapital asset, except in the ordinary course of\n\n\n\n\n\nbusiness consistent with past practice and, in any event, not in excess of \n(pound)6,000 for any single item or (pound)15,000 in the aggregate;\n\n        (m) Neither the Company nor the Subsidiary has entered into any contract\nor commitment (whether in respect of capital expenditure or otherwise) on terms\nwhich will allow for less than full recovery by the Company or the Subsidiary of\ncosts and overheads or which is of a long-term nature, or which involves or\ncould involve an obligation in excess of (pound)10,000; and for this purpose a\nlong-term contract or commitment is one which will not be performed in\naccordance with its terms within three months after the date it was entered into\nor undertaken or which is incapable of termination by the Company or the\nSubsidiary, as the case may be, on three months' notice or less;\n\n        (n) Neither the Company nor the Subsidiary has adopted or amended any\nbonus, incentive, profit-sharing, stock option, stock purchase, pension,\nretirement, deferred-compensation, severance, life insurance, medical or other\nbenefit plan, agreement, trust, fund or arrangement for the benefit of employees\nof any kind whatsoever, nor entered into or amended any agreement relating to\nemployment, services as an independent contractor or consultant, or severance or\ntermination pay, nor agreed to do any of the foregoing;\n\n        (o) Neither the Company nor the Subsidiary has effected or agreed to\neffect any change in its directors, officers or any of those Company employees\nlisted in Section 4.10 of the Disclosure Schedule;\n\n        (p)    Neither the Company nor the Subsidiary has effected or committed \nitself to effect any amendment or modification to its Memorandum or Articles of \nAssociation;\n\n        (q) Neither the Company nor the Subsidiary has made any disposal or\ndeemed disposal which might give rise to a liability for corporation tax on\nchargeable gains;\n\n        (r) The businesses of the Company and the Subsidiary have not been\nmaterially or adversely affected by the loss of any source of supply which (i)\nin the financial year immediately preceding the Accounts Date accounted for five\npercent (5%) or more of aggregate amount paid by the Company or the Subsidiary\nin such period in relation to the goods, services or equipment supplied to the\nCompany or the Subsidiary as appropriate, or (ii) was a supplier of goods,\nservices or equipment to the Company or the Subsidiary in respect of which there\nis no other readily available source of supply by five percent (5%) or more or\n(iii) is otherwise material to the business of the Company or the Subsidiary;\n\n        (s) Neither the Company nor the Subsidiary has disposed of or agreed to\ndispose of any asset for a consideration payable by installments where any\ninstallment remains unpaid;\n\n        (t) All cash and payments of any kind received by the Company or the\nSubsidiary have been credited to the relevant company's accounts with its\nbankers;\n\n        (u) Each of the Company and the Subsidiary has paid its creditors in\naccordance with the same policy as that adopted throughout the financial year\nended on the Accounts Date;\n\n        (v)    None of the assets of the Company or the Subsidiary has been \ndiminished by the wrongful act of any person; and\n\n                                      -15-\n\n\n\n\n\n\n        (w) There has not been any material change in the working capital\nrequirements of either the Company or the Subsidiary.\n\nExcept as set forth in Section 4.10 of the Disclosure Schedule (relating to cash\nexpended for the operations of the Company) and except for the effect of any\ntransactions or actions taken with the prior written consent of Purchaser, the\nvalue of the net tangible assets of the Company and the Subsidiary as at Closing\n(as set forth in the Company's and the Subsidiary's accounting records) will not\n(subject to any adjustments shown in the Management Accounts) be less than as at\nthe Accounts Date.\n\n        4.11   Real Property.\n               -------------\n\n        (a)    The Property\n               ------------\n\n               (i) The Leasehold Property (the \"Property\") known as Unit 214\n        Cambridge Science Park, Milton Road, Cambridge is held pursuant to a\n        Lease (\"the Lease\") dated 8th May 1992 and made between Equitable Life\n        Assurance Society (the \"Landlord\") (1) and Computer Centre\n        (Peterborough) Limited (2) for a term of 15 years from 25th March 1992\n        at an initial yearly rent of (pound)180,000, and a current yearly rent\n        of the same amount, and subject to rent reviews at the end of the fifth\n        and tenth years of the term it comprises the only real property in which\n        the Company or the Subsidiary has an interest and which is used in\n        connection with their business.\n\n               (ii) The Property is occupied or used under the Lease and the\n        terms of that lease permit occupation or use for a purpose appropriate\n        to a Science Park in one or more of the following uses:\n\n               (A) Scientific research with associated offices, restaurant, and\n               support facilities and buildings ancillary to such purposes.\n\n               (B) Scientific research associated with industrial production.\n\n               (C) Light industrial production of a kind which is dependent on\n               regular consultation with either or both of the following:\n\n                      (1)    The tenant's own research development and design \n                      staff established in the Cambridge Study Area,\n\n                      (2) The scientific staff or facilities of Cambridge\n                      University or of local scientific institutions.\n\n               (D) Ancillary buildings and works appropriate to the use of the\n               demised premises as an integral part of a Science Park.\n\n               (iii)  The Subsidiary is the legal and beneficial owner of the \n        Property.\n\n        (b)    Encumbrances\n               ------------\n\n               (i) The Property is free from any mortgage, debenture, charge, or\n        other encumbrance securing the repayment of monies or other obligation\n        or liability of the Company or the Subsidiary and so far as the Company\n        is aware of any other person.\n\n                                      -16-\n\n\n\n\n\n\n               (ii) The Subsidiary has not created any further subtenancy or\n        license of its interest in the Property and there are no persons other\n        than the Company and the Subsidiary in occupation of the Property.\n\n               (iii) So far as the Company is aware the Property is not subject\n        to any outgoings other than the usual general rates and water rates and\n        insurance premiums, rent and service charges reserved by the Lease.\n\n               (iv) The Company is not aware that the Property is subject to any\n        restrictive covenants, stipulations, easements, profits, or wayleaves,\n        licenses, grants, restrictions, overriding interests or other rights\n        vested in third parties, and has not entered into any agreement or\n        commitment to give or create any of the foregoing.\n\n               (v) So far as the Company is aware where any such matters as are\n        referred to in the last four Warranties have been disclosed in the\n        Disclosure Schedule, the obligations and liabilities imposed and arising\n        under them on the Company and\/or the Subsidiary have been fully observed\n        and performed, and any payments in respect of them due and payable by\n        the Company and\/or the Subsidiary have been duly paid.\n\n               (vi) The Property is not subject to any option, right of\n        pre-emption or right of first refusal.\n\n               (vii) No notice restricting the use and enjoyment of the Property\n        by the Subsidiary has been received by the Subsidiary.\n\n               (viii) So far as the Company is aware, there are no outstanding\n        actions, disputes, claims or demands between the Subsidiary and any\n        third party affecting the Property, or any boundary walls and fences, or\n        with respect to any of the rights appurtenant to the Property as set out\n        in the Lease.\n\n        (c)    Planning Matters\n               ----------------\n\n               (i) The Property is not being or intended or required by the\n        Company and the Subsidiary to be used other than for the permitted user\n        thereof as defined in the Lease for the purposes of the Town and Country\n        Planning Act 1990, the Planning (Listed Buildings and Conservation\n        Areas) Act 1990 and the Planning (Consequential Provisions) Act 1990,\n        the orders and regulations made thereunder and all legislation of a like\n        nature (the \"Planning Acts\").\n\n               (ii) So far as the Company is aware, planning permission has been\n        obtained, or is deemed to have been granted, for the purposes of the\n        Planning Acts with respect to all existing development on the Property.\n\n               (iii) Building regulation consents have been obtained where\n        necessary with respect to all development, alterations and improvements\n        to the Property carried out by the Subsidiary.\n\n               (iv) Insofar as it relates to the Property compliance is being\n        made with the Agreement made under section 52 of the Town and Country\n        Planning Act 1971 dated 26 June 1984 between South Cambridgeshire\n        District Council (1) and the Master Fellows &amp; Scholars of Trinity\n        College (2) with respect to the Property.\n\n                                      -17-\n\n\n\n\n\n\n               (v) So far as the Company is aware and except as described in the\n        Disclosure Schedule the Company has satisfied any development charges,\n        monetary claims and liabilities on the Company and\/or the Subsidiary\n        affecting the Property under the Planning Acts or any other such\n        legislation.\n\n        (d)    Statutory Obligations\n               ---------------------\n\n               (i) The Company and the Subsidiary have received no notice of any\n        breach of any statutory or bye-law obligations in relation to the\n        Property nor notice of any breach of any European Community regulations\n        or directives in relation to the Property.\n\n               (ii) The Company and the Subsidiary have received no notice of\n        any outstanding and unobserved or unperformed obligation with respect to\n        the Property necessary to comply with the requirements (whether formal\n        or informal) of any competent authority exercising statutory or\n        delegated powers.\n\n        (e)    Condition of the Property\n               -------------------------\n\n               (i) The Company and the Subsidiary have received no notice of any\n        breach of the covenants on its behalf contained in the Lease relating to\n        the repair and maintenance of the Property.\n\n               (ii) The Property has the benefit of the fire certificate which\n        is listed in the Disclosure Schedule and the Company and the Subsidiary\n        have received no notice of any breach of any of the conditions attached\n        thereto.\n\n        (f)    Leasehold Property\n               ------------------\n\n               (i) The Subsidiary has paid all rent and service charges demanded\n        and has received no notice from the Landlord of any breaches of the\n        covenants on its part and the conditions contained in the Lease and the\n        last demand (or receipt for rent if issued) was unqualified and the\n        Company and the Subsidiary have not received notice that the Landlord\n        has any intention of forfeiting the Lease.\n\n               (ii) All licenses, consents and approvals required of the\n        Subsidiary from the Landlord and any superior landlord under the Lease\n        where required have been obtained, and the covenants on the part of the\n        tenant contained in such licenses, consents and approvals have been duly\n        performed and observed by the Subsidiary.\n\n               (iii) There are no rent reviews currently in progress under of\n        the Lease, but the rent review due in 1997 has never been activated.\n\n               (iv) The Company is not aware of any outstanding, unobserved or\n        unperformed obligations necessary to comply with any notice or other\n        requirement given by or on behalf of the Landlord under the Lease.\n\n               (v) The Subsidiary has not served any notice on the Landlord\n        claiming any breach by the Landlord of its obligations under the Lease,\n        nor so far as the Company is aware is there any current dispute with the\n        Landlord regarding the observance of obligations under the Lease\n        (whether by the Landlord or the Company and\/or the Subsidiary).\n\n                                      -18-\n\n\n\n\n\n\n        (g)    Guarantees\n               ----------\n\n               There are no actual or contingent liabilities on the part of the\n        Company or on the part of the Subsidiary arising directly or indirectly\n        out of any agreement, lease, underlease, tenancy, sub- tenancy,\n        conveyance, transfer, license or any other deed or document, including\n        (but without limitation) any actual or contingent liability arising\n        directly or indirectly out of:\n\n               (i)  any estate or interest held by the Company as original \n        lessee or underlessee; or\n\n               (ii)  any guarantee given by the Company in relation to a lease \n        or underlease; or\n\n               (iii)  any other covenant made by the Company in favor of any \n        lessor or head lessor.\n\n        4.12   Environmental Matters.\n               ---------------------\n\n        (a) To the knowledge of the Company and to the extent applicable to the\nCompany's and the Subsidiary's operations and activities, the Company and the\nSubsidiary are, and at all times have been, in compliance with all applicable\nnational or local statutes, orders, rules, ordinances, regulations, codes and\npolicies and all judicial or administrative interpretations thereof\n(collectively, \"Environmental Laws\") relating to pollution or protection of the\nenvironment or occupational health and safety, including, without limitation,\nEnvironmental Laws relating to exposures, emissions, discharges, releases or\nthreatened releases of Hazardous Substances (as defined below) into or on land,\nambient air, surface water, groundwater, personal property or structures\n(including the protection, cleanup, removal, remediation or damage thereof), or\notherwise related to the manufacture, processing, distribution, use, treatment,\nstorage, disposal, transport, discharge or handling of Hazardous Substances, or\nrelated to health and safety of employees and other persons, except where such\nnon-compliance would not have an Adverse Effect. Neither the Company nor the\nSubsidiary has received any notice of any investigation, claim or proceeding\nagainst the Company or the Subsidiary relating to any violation or alleged\nviolation on the part of the Company or the Subsidiary under any Environmental\nLaw, and the Company is not aware of any fact or circumstance that could involve\nthe Company or the Subsidiary as a party in any litigation, proceeding,\ninvestigation or claim under any Environmental Law. As used in this Agreement,\n\"Hazardous Substances\" means any pollutant, contaminant, material, substance,\nwaste, chemical or compound that is regulated, restricted or prohibited by any\nEnvironmental Law or designated by any governmental agency to be hazardous,\ntoxic, radioactive, biohazardous or otherwise a danger to health or the\nenvironment.\n\n        (b) Neither the Company nor the Subsidiary has disposed of any Hazardous\nSubstances on or about any properties at any time owned, leased or occupied by\nthe Company or the Subsidiary in a manner that would give rise to liability of\nthe Company or the Subsidiary under any Environmental Law. Neither the Company\nnor the Subsidiary has itself disposed of any materials at any site being\ninvestigated or remediated for contamination or possible contamination of the\nenvironment.\n\n        (c) To the knowledge of the Company, the Company and the Subsidiary have\nall permits, licenses and approvals required by Environmental Laws for their use\nand occupancy of, and for all their operations and activities conducted on, the\nProperties, and to the knowledge of the Company each of the Company and the\nSubsidiary is in full compliance with all such permits, licenses and approvals,\nexcept where such non-compliance would not have an Adverse Effect.\n\n                                      -19-\n\n\n\n\n\n\n        4.13   Taxes.\n               -----\n\n        (a) Each of the Company and the Subsidiary has filed all Tax Returns (as\ndefined below) that it was required to file within the requisite time limits and\nso far as the Company and the Subsidiary are aware all such Tax Returns were\ncorrect and complete in all material respects and were properly made. Each of\nthe Company and the Subsidiary has paid all Taxes (as defined below) that are\nshown to be due on any such Tax Returns within the time limits set out by law\nand the provisions and reserves for Taxes set forth in the Accounts are\nsufficient to pay all unpaid Taxes of the Company or the Subsidiary attributable\nto all periods ended on or before the Accounts Date, and all Taxes attributable\nto the period from and after the Accounts Date and continuing through the\nClosing Date are attributable to the operation of the Company and the Subsidiary\nin the ordinary course of business of the Company and the Subsidiary. The amount\nof the provision for deferred Tax in respect of the Company and the Subsidiary\ncontained in the Accounts was calculated in accordance with the accountancy\npractices generally accepted in the United Kingdom and commonly adopted by\ncompanies carrying on businesses similar to those carried on by the Company and\nthe Subsidiary. All Taxes that the Company or the Subsidiary is or was required\nby law to withhold or collect have been duly withheld or collected and, to the\nextent required, have been paid to the proper Taxation Authority.\n\n        (b) For purposes of this Agreement, \"Taxes\" means all taxes, charges,\nfees, levies, duties, imposts or other similar assessments or liabilities,\nincluding without limitation income, corporation, PAYE, capital gains, value\nadded taxes, and customs duties and excise duties (but excluding stamp duty)\nimposed by the United Kingdom, Germany or any jurisdiction elsewhere in the\nworld, and any interest, fines or penalties resulting from, attributable to or\nincurred in connection with any tax or any contest or dispute thereof and\n\"Taxation\" shall be construed accordingly. For purposes of this Agreement, \"Tax\nReturns\" means all returns, declarations, notices, clearances, or other\ninformation required to be supplied to a Taxation Authority in connection with\nTaxes, and \"Taxation Authority\" means the Inland Revenue, HM Customs and Excise\nand any other governmental, state, federal or other fiscal, revenue customs or\nexcise authority, department, agency, body or office whether in the United\nKingdom or elsewhere in the world having authority or jurisdiction to impose or\nassess in relation to the Company or the Subsidiary for any Taxes.\n\n        (c) The Company and the Subsidiary have delivered to Purchaser correct\nand complete copies of all income Tax Returns, examination reports and\nstatements of deficiencies assessed against or agreed to by the Company and the\nSubsidiary, and Section 4.13 of the Disclosure Schedule contains a list\nidentifying all such copies so delivered. No investigation or other inquiry of\nany Tax Returns of the Company or the Subsidiary by any Taxation Authority is\ncurrently in progress or, to the knowledge of the Company, threatened or\ncontemplated. There are no matters likely to affect the liability of the Company\nor the Subsidiary (whether accrued, contingent or future) to taxation of any\nnature whatsoever or to other sums imposed, charged, assessed, levied or payable\nor withdrawal of any relief are disputed with the relevant tax authorities.\nNeither the Company nor the Subsidiary is under any liability to pay any fine,\npenalty or interest charge by virtue of the provisions of the Taxes Management\nAct 1970 or Value Added Tax Act 1994 or similar provisions in other countries.\n\n        (d) The amount of tax chargeable to the Company and the Subsidiary\nduring any accounting period ending before the Accounts Date was not dependent\non any concession, agreement or other formal arrangement with any Taxation\nAuthority where such concessions, agreements, or arrangements are in writing.\n\n        (e)    Since the Accounts Date and before the Closing:\n\n                                      -20-\n\n\n\n\n\n\n               (i)  no accounting period of the Company or the Subsidiary has \n        ended;\n\n               (ii) to the knowledge of the Company, no disposal has taken place\n        or other event occurred which will or may have the effect of\n        crystallizing a liability to Taxation which should have been included in\n        the provision for deferred Taxation contained in the Accounts if such\n        disposal or other event had been planned or predicted at the Accounts\n        Date; and\n\n               (iii) neither the Company nor the Subsidiary has been a party to\n        any transaction for which any tax clearance provided for by statute has\n        been obtained or was available.\n\n        (f) Each of the Company and the Subsidiary is a registered and taxable\nperson for the purposes of value added tax, has complied with the requirements\nof the Value Added Tax Act 1994 and all applicable regulations or notices made\nor issued thereunder, is not in arrears with any payments or returns due, has\nmaintained in all material respects full, complete, correct and up to date\nrecords, invoices and other documents (as the case may be) appropriate or\nrequisite for the purposes thereof, and has not been required by the\nCommissioners of Customs and Excise to give security.\n\n        (g) Neither the Company nor the Subsidiary is, and neither has at any\ntime been or been treated as, a member of a group of companies or consortium or\nassociated with any company other than the Company or the Subsidiary for the\npurposes of Section 43 of the Value Added Tax Act 1994 and no application for it\nto be so treated has at any time been made.\n\n        (h) Each of the Company and the Subsidiary has properly operated the Pay\nAs You Earn System and has deducted tax as required by law from all payments\nfrom which it is required to deduct tax whether made to its employees or\nex-employees or any persons required to be treated as such and accounted to the\nInland Revenue therefor and for all tax chargeable on benefits provided for\nofficers and employees.\n\n        (i) All National Insurance contributions (both employer's and\nemployee's) in respect of employees, officers of the Company and the Subsidiary\nand any person(s) who should have been treated as such for these purposes have\nbeen duly paid.\n\n        (j) Save as disclosed in the Tax Returns, since the Accounts Date,\nneither the Company nor the Subsidiary has made and neither the Company nor the\nSubsidiary is under a contractual obligation or future liability to make or\nprovide any individual payment or consideration in excess of (pound)2,500 which\ncould be disallowed as a deduction in computing the profits of the Company or\nthe Subsidiary or as a charge on the Company's or the Subsidiary's income for\ntaxation purposes.\n\n        (k) To the knowledge of the Company, neither the Company nor the\nSubsidiary has made any borrowings in a foreign currency such that on repayment\na charge to corporation tax might arise on any profit or gain accruing in\nrelation or by reference to any such repayment.\n\n        (l) On a sale of any fixed asset (including, without limitation,\nmachinery and plant) at the value thereof shown in the Accounts no balancing\ncharge for the purposes of the Capital Allowances Act 1990 will be incurred\nwhich has not been taken into account for deferred tax purposes in accordance\nwith the accountancy practices generally accepted in the United Kingdom and\ncommonly adopted by companies carrying on businesses similar to those carried on\nby the Company or Subsidiary. Since the Accounts Date, neither the Company nor\nthe Subsidiary have entered into any transactions in respect of which capital\nallowances may be restricted or disallowed.\n\n                                      -21-\n\n\n\n\n\n\n        (m) Except to the extent there is a deferred tax provision the book\nvalue of each of the chargeable assets for capital gains purposes of the Company\nand the Subsidiary in, or adopted for the purpose of, the Accounts does not\nexceed the amount deductible pursuant to Section 38 of the Taxation of\nChargeable Gains Act 1992 (\"TCGA\") and is such that on the disposal or deemed\ndisposal of the assets (or any of them) at that value no chargeable gain would\narise, accrue or crystallize in accordance with the accountancy practices\ngenerally accepted in the United Kingdom and commonly adopted by companies\ncarrying on businesses similar to those carried on by the Company and the\nSubsidiary.\n\n        (n) To the knowledge of the Company, neither the Company nor the\nSubsidiary has made any disposal which has required or would or might require\nany computation under Section 42 of the TCGA.\n\n        (o) Neither the Company nor the Subsidiary has to the knowledge of the\nCompany disposed of or acquired (whether or not to the knowledge of the Company)\nany asset such that Section 17 or Section 18 of the TCGA might apply in\ndetermining the consideration given or received on such disposal or acquisition.\n\n        (p) Neither the Company nor the Subsidiary has been a party to or\ninvolved in any scheme effected or arrangement made whereby on a disposal of an\nasset by the Company or the Subsidiary Sections 29 and 30 of the TCGA may be\napplicable. Neither the Company nor the Subsidiary have, and will not on Closing\nhave, any distributable profits which would be chargeable profits as defined in\nSection 31 of the TCGA if a disposal within Section 30 of the TCGA were to take\nplace on or after Closing.\n\n        (q) Neither the Company nor the Subsidiary has made any claim under the\nprovisions of any of Sections 152(1) or 153 of the TCGA or Section 165 of the\nTCGA or Section 175 of the TCGA.\n\n        (r) Neither the Company nor the Subsidiary has been a party to or a\nmember of a group of companies which has undertaken any share for share\nexchange, any scheme of amalgamation or reconstruction such as are mentioned in\nSections 135 or 136 of the TCGA or Section 139 of the TCGA or Section 343 of the\nICTA, or exempt distribution as defined in Section 214(4) of the ICTA.\n\n        (s) No asset of either the Company or the Subsidiary shall be deemed\nunder Section 179 of the TCGA 1992 to have been disposed of and reacquired by\nvirtue of or in consequence of the entry into or performance of this Agreement\nor any other event since the Accounts Date.\n\n        (t) To the knowledge of the Company, neither the Company nor the\nSubsidiary has received any asset by way of gift as mentioned in Section 282 of\nthe TCGA.\n\n        (u) To the knowledge of the Company, no distribution within the meaning\nof any of Sections 209, 210, 211 and 418 of the Taxes Act 1988 has been made or\nwill be deemed to have been made by the Company or the Subsidiary (except for\ndividends and interest shown in the Accounts and the previous audited accounts\nof the Company or the Subsidiary) nor has the Company or the Subsidiary issued\nany securities within the meaning of Part VI of the Taxes Act 1988 which remain\nin issue and where the interest payable thereon falls to be treated as a\ndistribution.\n\n        (v)    Neither the Company nor the Subsidiary has at any time:\n\n               (i) reduced its share capital or repurchased, repaid or redeemed\n        shares of any class of its share capital or capitalized any profits or\n        reserves or share premium account in the form of,\n\n                                      -22-\n\n\n\n\n\n\n        or in paying up any amounts unpaid on, any shares, debentures or other \n        securities or agreed or resolved to do any of the foregoing; or\n\n               (ii) provided capital to any company on terms whereby the company\n        so capitalized has in consideration thereof issued shares, loan stock or\n        other securities where the terms of any such capitalization were\n        otherwise than by way of a bargain made at arms' length or where the\n        shares, loan stock or other securities acquired are shown in the\n        Accounts at a value in excess of their market value at the time of\n        acquisition; or\n\n               (iii) issued any share capital to which the provisions of Section\n        249 ICTA could apply nor owns any such share capital.\n\n        (w) To the knowledge of the Company, neither the Company nor the\nSubsidiary has entered into any transaction which has given or will or may give\nrise to a charge to taxation under the provisions of the Inheritance Tax Act\n1984.\n\n        (x) All documents in the possession of the Company and the Subsidiary to\nwhich the Company or the Subsidiary, as appropriate, is a party which are\nnecessary to prove the title of the Company or the Subsidiary to its assets or\nby virtue of which the Company or the Subsidiary has any right have been\nproperly stamped and for the avoidance of doubt this includes adjudication if\nappropriate and no such documents which are outside the United Kingdom would\nattract stamp duty if they were brought into the United Kingdom and all\ntransactions to which the Company and the Subsidiary are\/were a party and\nrelating to chargeable securities of the Company or the Subsidiary have been\ncompleted by duly stamped documents of transfer within the meaning of Section\n87(5) of the Finance Act 1986 and neither the Company nor the Subsidiary is\nliable to stamp duty reserve tax.\n\n        (y) Neither the Company nor the Subsidiary is under any present or\nfuture liability to make and has not since the Accounts Date made or received or\nsurrendered or purported to receive or surrender any amount by way of group\nrelief (under any of the provisions of Sections 402, 403 and 407 to 413\n(inclusive) of the ICTA or by way of advance corporation tax (under Section 240\nof the ICTA) nor made any payment for such surrender nor made any election under\nSection 247 of the ICTA. All claims by the Company and the Subsidiary for group\nrelief were valid when made and are now, to the knowledge of the Company, valid.\nThere is no arrangement or agreement in existence which, whether or not taken\ntogether of the entry into of this Agreement or the Closing, would or may result\nin the provisions of Section 410 or Section 240(11) of the ICTA applying to\neither the Company or Subsidiary. Neither the Company or Subsidiary have\nreceived any payment in respect of group relief or the surrender of Advance\nCorporation Tax which, whether or not as a result of the entry into of this\nAgreement or the Closing, is or may be liable to be refunded in whole or in\npart.\n\n        (z) Neither the Company nor the Subsidiary is under any actual liability\nto taxation in respect of any other company (other than the Company or the\nSubsidiary) which at any time has been a member of the same group or consortium\nas the Company and the Subsidiary or any associated company of the Company and\nthe Subsidiary for taxation purposes. No Taxation is or may become payable by\nthe Company or the Subsidiary pursuant to Section 189 of the TCGA in respect of\nany transaction or event occurring on or prior to Completion.\n\n        (aa) To the knowledge of the Company no consideration due to the Company\nor the Subsidiary have become irrecoverable with the meaning of Section 48 of\nthe TCGA so as to entitle either the Company or the Subsidiary to an adjustment.\n\n                                      -23-\n\n\n\n\n\n\n        (ab) There are no disputes or negotiations with H.M. Treasury or the\nInland Revenue present or pending in connection with Sections 739 to 742\n(inclusive) of the ICTA or Section 770 of the ICTA and neither the Company nor\nthe Subsidiary has transferred part or all of any trade carried on outside the\nUnited Kingdom to a company not resident in the United Kingdom.\n\n        (ac) Neither the Company nor the Subsidiary is a party to any\ntransaction or arrangement under which it may be required to pay for any asset\nor any services or facilities of any kind or amount which is in excess of the\nmarket value of that asset or services or facilities or will receive any payment\nfor an asset or any services or facilities of any kind that it has supplied or\nprovided or is liable to supply or provide which is less than the market value\nof that asset or services or facilities.\n\n        (ad) Each of the Company and the Subsidiary has at all times been\nresident for taxation purposes in the United Kingdom, is not chargeable to tax\nor similar duties or imposts in any jurisdiction other than the United Kingdom\nand has not made and is not entitled to make any claim under Part XVIII of the\nICTA and has never had any permanent establishment in any other country.\n\n        (ae) To the knowledge of the Company, neither the Company nor the\nSubsidiary has entered into or been a party to any scheme or arrangement\ncontaining pre-ordained steps and designed wholly for the purposes of avoiding\nor deferring taxation within the principle of Furniss v. Dawson and no scheme or\ntransaction of any nature has been carried out by or proposed in relation to the\nCompany or the Subsidiary which has given rise to a charge to taxation under\nPart XVII of the ICTA.\n\n        (af) Neither the Company nor the Subsidiary is, nor has been at any time\nsince incorporation, a close company for taxation purposes.\n\n        4.14   Employees.\n               ---------\n\n        (a) A complete and accurate list setting forth all employees, scientific\nadvisors, contractors and consultants of the Company and the Subsidiary as of\nthe date hereof, together with their titles or positions, dates of hire, regular\nwork location and current compensation, current salary and benefits, age, notice\nperiod, confidentiality obligations and all other terms and conditions of\nemployment or engagement, including any additional terms and conditions of\nemployment or engagement, whether contained in a Company or staff handbook or\notherwise, is included in Section 4.14(a) of the Disclosure Schedule.\n\n        (b) Section 4.14(b) of the Disclosure Schedule sets forth all employment\ncontracts or other agreements between the Company or the Subsidiary and any\nofficer or, employee or any other scientific advisor, contractor, consultant or\nperson relating to the performance of services, and copies of all such\nagreements have been delivered to Purchaser.\n\n        (c) There are no outstanding offers of employment or engagement made to\nany person by the Company or the Subsidiary and there is no one who has accepted\nan offer of employment or engagement made by the Company or the Subsidiary who\nhas not yet taken up that employment or engagement.\n\n        (d)    No director, employee, scientific advisor, contractor or \nconsultant of the Company or the Subsidiary:\n\n               (i) has given or received notice terminating his or her\n        employment or engagement or altering its terms, and no such person will\n        be entitled as a result of the entering into of this\n\n                                      -24-\n\n\n\n\n\n\n        Agreement and the sale of the Company Shares to Purchaser to give notice\n        of termination or to claim for any payment or benefit or to treat\n        himself as being released from any obligation and, to the actual\n        knowledge of the Company, no such person is planning to terminate his or\n        her employment as of or shortly after the Closing; or\n\n               (ii) is currently on sick leave which (as of the date of this\n        Agreement) has been for more than 14 consecutive days; or\n\n               (iii)  is currently on maternity leave.\n\n        (e) As of the Management Accounts Date, there were no outstanding\narrears of salary, wages, holiday pay or other remuneration due to any director,\nconsultant, employee, contractor or scientific advisor of the Company or the\nSubsidiary other than as set forth in the Management Accounts.\n\n        (f) Except as set forth in Section 4.14(f) of the Disclosure Schedule,\nsince the Management Accounts Date (i) no change has been made in the rate or\nbasis of remuneration, fee or other benefits provided for or paid to any\ndirector, consultant, employee, contractor or scientific advisor of the Company\nor the Subsidiary and (ii) no change has been made in any other terms of\nemployment or engagement of any such director, consultant, employee, contractor\nor scientific advisor.\n\n        (g) Neither the Company nor the Subsidiary has entered into any\nagreement or given any assurance (whether legally binding or not) regarding any\nfuture variation in any contract of employment or other agreement in respect of\nany of their directors, employees, consultants, contractors or scientific\nadvisors or any agreement imposing an obligation on the Company or the\nSubsidiary to increase the basis and\/or rates of remuneration or payment and\/or\nthe provision of other benefits to or on behalf of its directors, employees,\nconsultants, contractors or scientific advisors at any future date.\n\n        (h) All employees of the Company and the Subsidiary who require a work\npermit will have a valid work permit in force at the Closing.\n\n        (i) Within the period of twelve months prior to the date of this\nAgreement the Company has not been a party to any relevant transfer as defined\nin the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as\namended) nor has the Company failed to comply with any duty to inform and\nconsult any appropriate representatives of any employees pursuant to such\nlegislations.\n\n        (j) Neither the Company nor the Subsidiary is liable to pay any\nindustrial levy nor do they have any outstanding undischarged liability to pay\nany governmental or regulatory authority in any jurisdiction, other than as\nprovided in the Accounts, nor any taxation, contribution or other impost arising\nin connection with the employment or engagement by the Company or the Subsidiary\nof employees, directors, consultants, contractors, or scientific advisers, other\nthan Pay As You Earn in the United Kingdom in respect of employees and Value\nAdded Tax in respect of consultants, contractors and advisors registered for\nValue Added Tax.\n\n        (k) The Company is not aware of any facts or matters affecting any\nemployee of the Company or the Subsidiary which might reasonably be considered\ngrounds for dismissing such employee or warning such employee that the\ncontinuation of any conduct or behavior may lead to dismissal.\n\n        (l) No grievance or complaint of sex, race or disability discrimination,\nwhether formal or informal, is pending in an administrative or litigation\nproceeding nor, to the Company's knowledge, has\n\n                                      -25-\n\n\n\n\n\n\nbeen raised by any employee, director or consultant or former employee, director\nor consultant of the Company or the Subsidiary in the twelve months prior to\nClosing.\n\n        (m) Neither the Company nor the Subsidiary has made any loans to or\nentered into any credit transaction with any of its directors or to any\nemployee.\n\n        (n) Other than the Company's 1996 Unapproved Company Share Option Plan\n(the \"Company Option Plan\"), a copy of which has been delivered to Purchaser,\nneither the Company nor the Subsidiary has any deferred compensation, pension,\nhealth, profit sharing, bonus, stock purchase, stock option, hospitalization,\ninsurance, severance, redundancy, workers' compensation, supplemental\nunemployment benefits, vacation benefits, disability benefits, or any other\nemployee benefit or otherwise) or welfare benefit plan or obligation covering\nany of its officers or employees (\"Employee Plans\") or any informal\nunderstanding with respect to the foregoing.\n\n        (o) The Company Option Plan has been maintained in material compliance\nwith its governing rules or terms, and all applicable requirements as to the\nfiling of reports, documents and notices with governmental or regulatory\nagencies and the furnishing of documents to participants or beneficiaries have\nbeen satisfied. No employee, former employee or relative or dependent of such\nemployee or other participants in the Company Option Plan has made any claim\nagainst the Company or the Subsidiary in respect thereof.\n\n        (p) Neither the Company nor the Subsidiary has entered into any union\nmembership, security of employment, redundancy, recognition or other collective\nagreement (whether legally binding or not) with a trade union, works council,\nstaff association, employee representatives or other organization or body of\nemployees, nor has the Company or the Subsidiary done any act which might be\nconstrued as recognition.\n\n        (q) There are no controversies or labor or trade disputes or union\norganization activities pending or, to the knowledge of the Company, threatened\nbetween the Company or the Subsidiary and any of their respective employees nor\nare there facts known to the Company which might indicate that there may be any\nsuch dispute or activities.\n\n        (r) To the actual knowledge of the Company, none of the employees of the\nCompany or the Subsidiary belongs to any union or collective bargaining unit or\nis represented by any works council, staff association or other body\nrepresenting employees relating to their activities as employees of the Company\nor the Subsidiary.\n\n        (s) Each of the Company and the Subsidiary has complied with its\nobligations under all applicable foreign, state and federal equal employment\nopportunity and other laws and regulations related to employment or working\nconditions including, but not limited to, the Equal Pay Act 1970, Article 119 of\nthe Treaty of Rome, the Sex Discrimination Act 1975, the Race Relations Act\n1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the Trade\nUnion Reform and Employment Rights Act 1993, the Disability Discrimination Act\n1995 and the Employment Rights Act 1996.\n\n                                      -26-\n\n\n\n\n\n\n        4.15   Compliance with Law.\n               -------------------\n\n        (a) All licenses, franchises, permits, approvals, clearances, consents,\ncertificates and other evidences of authority of the Company and the Subsidiary\nthat are necessary for the carrying on of their respective businesses\n(\"Permits\") are in full force and effect and, to the knowledge of the Company,\nneither the Company nor the Subsidiary is in violation of any Permit in any\nmaterial respect. The Permits are not subject to any unusual or onerous\nconditions. The businesses of the Company and the Subsidiary have been conducted\nin accordance with their respective Memoranda and Articles of Association and,\nexcept where such non-compliance would not have an Adverse Effect, all\napplicable laws, regulations, orders and other requirements of governmental\nauthorities (whether in the United Kingdom or any other jurisdiction).\n\n        (b) To the knowledge of the Company, there are no investigations,\nproceedings, inquiries, communications or other circumstances which indicate\nthat any Permits may be revoked, cancelled, superseded, modified or not renewed.\n\n        (c) No outstanding notices in relation to any statutory obligation have\nbeen served on either the Company or the Subsidiary in respect of any of its\nassets or in respect of any contravention or non-compliance with or alleged\ncontravention or non-compliance with any obligation or otherwise.\n\n        (d) Neither the Company nor the Subsidiary is a party to any agreement,\narrangement or concerted practice and is not carrying on any practice which in\nwhole or in part:\n\n               (i)    is or requires to be registered under the Restrictive \n        Trade Practices Act 1976;\n\n               (ii) contravenes Articles 85 or 86 of the Treaty of Rome or\n        Articles 53 or 54 of the Agreement constituting the European Economic\n        Area or which has been notified to the European Commission or EFTA\n        Surveillance Authority for a negative clearance or exemption or which\n        ought to have been so notified;\n\n               (iii)  contravenes or is invalidated by the provisions of the\n        Resale Prices Act 1976;\n\n               (iv)  constitutes an anti-competitive practice as defined in the \n        Competition Act 1980;\n\n               (v)  contravenes the Fair Trading Act 1973 or the Data \n        Protection Act 1984; or\n\n               (vi) contravenes or is invalidated by any anti-trust, fair\n        trading, consumer protection, sectoral regulation or similar legislation\n        in any jurisdiction where the Company or the Subsidiary has any assets\n        or carries on business.\n\n        (e) Neither the Company nor the Subsidiary has been a party to any\nacquisition, merger or joint venture which was or was required to be notified to\nthe European Commission under Council Regulation 4064\/89 or to the EFTA\nSurveillance Authority or the European Commission under Article 57 of the\nAgreement constituting the European Economic Area.\n\n        (f) To the knowledge of the Company, there is not in existence any\npractice of the Company or the Subsidiary which is or has been under\ninvestigation by or on behalf of the Office of Fair Trading, the Monopolies and\nMergers Commission, the Secretary of State for Trade and Industry or the\n\n                                      -27-\n\n\n\n\n\n\nCommission of the European Communities or the EFTA Surveillance Authority or any\nauthority having jurisdiction in anti-trust, monopoly, competition or consumer\nprotection matters.\n\n        (g) Neither the Company nor the Subsidiary has received any process,\nnotice or communication (formal or informal) by or on behalf of the Office of\nFair Trading, the Monopolies and Mergers Commission, the Secretary of State for\nTrade and Industry, the Commission of the European Communities or the EFTA\nSurveillance Authority or any authority having jurisdiction in anti-trust,\nmonopoly, competition or consumer protection matters in relation to any aspect\nof the business of the Company or the Subsidiary or any agreement or arrangement\nto which it is or is alleged to be a party, and no circumstances exist which may\nor might give rise to the Company or the Subsidiary receiving any such process,\nnotice or communication.\n\n        (h) Neither the Company nor the Subsidiary is, nor has it been, in\nreceipt of any state aid within the meaning of Article 92 of the Treaty of Rome.\n\n        (i) To the knowledge of the Company, there have not been and are not\npending, or in existence, any investigations or inquiries by, or on behalf of,\nany governmental or administrative or other body in respect of any of the\naffairs of the Company or the Subsidiary.\n\n        (j) Neither the Company nor the Subsidiary has paid any commission or\nmade any payment whether to secure business or otherwise to any person, firm or\ncompany which in the hands of such person, firm or company would in accordance\nwith the relevant law give rise to legal liability.\n\n        (k) No director, officer, agent, employee or other person acting on\nbehalf of the Company or the Subsidiary has been party to the use of any assets\nof the Company or the Subsidiary for unlawful contributions, gifts,\nentertainment or other unlawful expenses relating to political or other\nactivity, or to the establishment or maintenance of any unlawful or unrecorded\nfund of monies or other assets, or to the making of any false or fictitious\nentries in the books or records of the Company or the Subsidiary, or to the\nmaking of any unlawful payment.\n\n        (l) All statements and declarations made to HM Customs &amp; Excise or any\nother customs authority, including all import declarations, made by or on behalf\nof the Company or the Subsidiary have been true, complete and accurate in all\nmaterial respects.\n\n        4.16 Litigation. There is no claim, dispute, action, proceeding, notice,\n             ----------\norder, suit, appeal or investigation, at law or in equity, pending or, to the\nknowledge of the Company, threatened, against the Company or the Subsidiary or\nany pension scheme of either the Company or the Subsidiary or any of their\nrespective directors, officers, employees, former employees or agents, or\ninvolving any of their respective assets or properties, before any court,\nagency, authority, arbitration panel or other tribunal. The Company is not aware\nthat there are any facts which, if known to shareholders, customers, suppliers,\ngovernmental authorities or other persons, would result in any such claim (other\nthan customary and normal returns of product in the ordinary course of business\nconsistent with past practice), dispute, action, proceeding, suit or appeal or\ninvestigation that would have or would reasonably be likely to have a material\nadverse effect on the Company or the Subsidiary. Neither the Company nor the\nSubsidiary is subject to any order, writ, injunction or decree of any court,\nagency, authority, arbitration panel or other tribunal, nor is the Company or\nthe Subsidiary in default with respect to any notice, order, writ, injunction or\ndecree.\n\n                                      -28-\n\n\n\n\n\n\n        4.17 Contracts. Section 4.17 of the Disclosure Schedule contains a\n             ---------\ncomplete and accurate list of each contract and agreement in the following\ncategories to which the Company or the Subsidiary is a party, or by which the\nCompany or the Subsidiary is bound in any respect: (a) agreements for the\npurchase, sale, lease or other disposition of equipment, goods, materials,\nsupplies, or capital assets, or for the performance of services which are not\nterminable without penalty on 30 days' notice and as to which there are\nobligations remaining to be performed by the Company or the Subsidiary, in any\ncase involving more than (pound)7,500; (b) contracts or agreements for the joint\nperformance of work or services, and all other joint venture, collaboration,\nresearch, or other agreements, and grant requests or proposals for research and\ndevelopment contracts not otherwise listed in Section 4.14 of the Disclosure\nSchedule or in the Intellectual Property Disclosure Schedule (as defined in\nSection 4.19); (c) management or employment contracts, consulting or scientific\nadvisory contracts, collective bargaining contracts, termination and severance\nagreements not otherwise listed in Section 4.14 of the Disclosure Schedule; (d)\nnotes, mortgages, deeds of trust, loan agreements, security agreement,\nguarantees, debentures, indentures, credit agreements and other evidences of\nindebtedness; (e) warrants, repurchase or other contracts or agreements relating\nto the issuance of capital stock or other equity interests of the Company or the\nSubsidiary; (f) contracts or agreements with third parties who act as agents,\nbrokers, consignees, sale representatives or distributors; (g) contracts or\nagreements with any director, officer, employee, consultant or shareholder\n(other than in their capacities as employees of the Company) not otherwise\nlisted in Section 4.14 or Section 4.23 of the Disclosure Schedule; (h) powers of\nattorney or similar authorizations granted by the Company or the Subsidiary to\nthird parties; (i) licenses, sublicenses, royalty agreements and other contracts\nor agreements to which the Company or the Subsidiary is a party, or otherwise\nsubject, relating to technical assistance or to Proprietary Rights not otherwise\nset forth in the Intellectual Property Disclosure Schedule; (j) personal\nproperty or capital equipment leases and other rental, use or service\narrangements of the Company or the Subsidiary involving payment obligations in\nexcess of (pound)25,000 and which cannot be terminated without penalty on 30\ndays' notice; and (k) other contracts material to the business of the Company.\n\n        There are no other outstanding agreements, arrangements or contracts to\nwhich either the Company or the Subsidiary is a party in any of the foregoing\ncategories, other than those attached to the Disclosure Schedule. Section 4.17\nof the Disclosure Schedule sets forth a summary, identifying the parties and\nbriefly stating the nature of the discussions, of any negotiations or offers or\nthe like that are reasonably likely to result in the Company or the Subsidiary\nentering into any agreement or arrangement of a kind described in this Section.\n\n        Neither the Company nor the Subsidiary has nor, to the knowledge of the\nCompany, has any of the employees of the Company or the Subsidiary entered into\nany contract or agreement containing covenants limiting the right of the Company\nor the Subsidiary to compete in any business or with any person. As used in this\nAgreement, the terms \"contract\" and \"agreement\" include every contract and\nagreement, and every legally enforceable commitment, understanding and promise,\nin each case whether written or oral.\n\n\n                                      -29-\n\n\n\n\n\n\n        4.18   No Default.\n               ----------\n\n        (a) To the knowledge of the Company, each of the contracts, agreements\nor other instruments listed in Sections 4.14, 4.17, 4.19 and 4.23 of the\nDisclosure Schedule is a legal, binding and enforceable obligation by or against\nthe Company or the Subsidiary, as the case may be, subject to the effect of\napplicable bankruptcy, insolvency, reorganization, moratorium or other similar\nfederal or state laws affecting the rights of creditors and the effect or\navailability of rules of law governing specific performance, injunctive relief\nor other equitable remedies. To the knowledge of the Company, no party with whom\nthe Company or the Subsidiary has an agreement or contract is in default\nthereunder or has breached any term or provision thereof which is material to\nthe conduct of the business of the Company or the Subsidiary, as the case may\nbe.\n\n        (b) Neither the Company nor the Subsidiary has assigned or licensed any\nof its rights under, and each of the Company and the Subsidiary has performed,\nor is now performing, the obligations of, and each of the Company and the\nSubsidiary is not in material default (or would by the lapse of time and\/or the\ngiving of notice be in default) in respect of, any contract, agreement or\ncommitment binding upon it or its assets or properties and material to the\nconduct of its business. No third party has notified the Company or the\nSubsidiary of any claim, dispute or controversy with respect to any of the\ncontracts of the Company or the Subsidiary, as the case may be, nor has the\nCompany or the Subsidiary received notice or warning of alleged nonperformance,\ndelay in delivery or other noncompliance by the Company or the Subsidiary, as\nthe case may be, with respect to its obligations under any of those contracts,\nnor, to the knowledge of the Company as of the date hereof, are there any facts\nwhich exist indicating that any of those contracts may be totally or partially\nterminated or suspended by the other parties thereto.\n\n        4.19   Proprietary Rights.\n               ------------------\n\n        (a) Section 4.19 of the Disclosure Schedule sets forth a complete and\naccurate list (the \"Intellectual Property Disclosure Schedule\") of all patents\nand applications for patents, trademarks, trade names, service marks, and\ncopyrights, and applications therefor, owned or used by the Company or the\nSubsidiary or in which it has any rights or licenses. Such list specifies, as\napplicable: (i) the title of the patent, trademark trade name, service mark,\ncopyright or application therefor; (ii) the jurisdiction by or in which such\npatent, trademark, trade name, service mark or copyright exists and has been\nissued or registered or in which an application has been filed, including the\nregistration or application numbers; and (iii) all Licenses (copies of which\nhave been delivered to Purchaser). For the purposes of this Agreement,\n\"Licenses\" means all licenses, sub-licenses, agreements, permissions,\nundertakings and understandings pursuant to which any third party is licensed or\nauthorized to use any Proprietary Rights (as defined below) of the Company or\nthe Subsidiary or pursuant to which the Company or the Subsidiary is authorized\nto use the Proprietary Rights of any third party (but not including any off-the-\nshelf shrink wrap license) and \"Licensors\" means the licensors under the\nLicenses.\n\n        (b) The Company has delivered to Purchaser, and the Intellectual\nProperty Disclosure Schedule sets forth a complete and accurate list of, all\nagreements of the Company and the Subsidiary (other than the employment\nagreements referred to in Section 4.19(h) below) by which any officer, employee\nor consultant of the Company or the Subsidiary has assigned or conveyed to the\nCompany or the Subsidiary title and ownership to patents, patent applications,\ntrade secrets, and inventions developed or used by the Company or the Subsidiary\nin their respective businesses.\n\n        (c) Each of the Company and the Subsidiary owns or possesses or has the\nright to obtain valid and enforceable licenses or other rights to use all\npatents, trademarks, trade secrets, service marks, trade\n\n                                      -30-\n\n\n\n\n\n\nnames, copyrights, inventions, products and processes under development,\ndatabases, drawings, designs, proprietary know-how or information, other\nconfidential information, or other rights with respect thereto (collectively\nreferred to as \"Proprietary Rights\"), used or currently proposed to be used in\nthe business of the Company or the Subsidiary and material to the conduct of\ntheir respective businesses as they have been and are now being conducted;\nprovided that, with respect to patents and trademarks the foregoing\nrepresentation is only made to the knowledge of the Company. The Company or the\nSubsidiary has the rights to use, sell, license, sublicense, assign, transfer,\nconvey or dispose of such Proprietary Rights and the products, processes and\nmaterials covered thereby, except as the rights of the Company or the Subsidiary\nmay be limited under the terms of their respective Licenses to third-party\nProprietary Rights.\n\n        (d) To the knowledge of the Company, the operations of the Company and\nthe Subsidiary do not conflict with or infringe, and no one has asserted to the\nCompany or the Subsidiary that such operations conflict with or infringe, any\nProprietary Rights owned, possessed or used by any third party. There are no\nclaims, disputes, actions, proceedings, suits or appeals pending against the\nCompany or the Subsidiary with respect to any Proprietary Rights, and, to the\nknowledge of the Company, none has been threatened against the Company or the\nSubsidiary. To the knowledge of the Company, there are no facts or alleged facts\nwhich would reasonably serve as a basis for any claim that the Company or the\nSubsidiary does not have the right to use and to transfer the right to use, free\nof any rights or claims of others, all Proprietary Rights in the development,\nmanufacture, use, sale or other disposition of any or all products or services\npresently being used, furnished or sold in the conduct of the business of the\nCompany or the Subsidiary as it has been and is now being conducted. To the\nknowledge of the Company, the Proprietary Rights referred to in the preceding\nsentence are free of any unresolved ownership disputes with respect to any third\nparty and to the knowledge of the Company there is no unauthorized use,\ninfringement or misappropriation of any of such Proprietary Rights by any third\nparty, including any employee or former employee of the Company or the\nSubsidiary, nor, to the knowledge of the Company, is there any breach of any\nlicense, sublicense or other agreement authorizing another party to use such\nProprietary Rights. Neither the Company nor the Subsidiary has entered into any\nagreement granting any third party the right to bring infringement actions with\nrespect to, or otherwise to enforce rights with respect to, any such Proprietary\nRight.\n\n        (e) The Company has delivered to Purchaser a complete file history of\nthe Company's patents and patent applications, and there are no other\nproceedings before any patent or trademark authority or otherwise relating to\nProprietary Rights owned or used by the Company or the Subsidiary to which the\nCompany or the Subsidiary is a party. The Company or the Subsidiary has the\nexclusive right to file, prosecute and maintain any such applications for\npatents, copyrights or trademarks and the patents and registrations that issue\ntherefrom.\n\n        (f) Each of the Company and the Subsidiary has taken all measures it\ndeems reasonable and appropriate to maintain the confidentiality of the\nProprietary Rights used or proposed to be used in the conduct of its business\nthe value of which to the Company and the Subsidiary is contingent upon\nmaintenance of the confidentiality thereof. Without limitation, each of the\nCompany and the Subsidiary has complied in all material respects with all\nexpress and\/or implied obligations of confidentiality in relation to Proprietary\nRights owned by third parties.\n\n        (g) Each of the Company and the Subsidiary has secured valid written\nassignments from all consultants and employees who contributed to the creation\nor development of the Company's or the Subsidiary's Proprietary Rights of the\nrights to such contributions that the Company or the Subsidiary does not already\nown by operation of law and no employee or consultant retains any interest or\nright in relation to such Proprietary Rights.\n\n                                      -31-\n\n\n\n\n\n\n        (h) Each employee and officer of and consultant to the Company and the\nSubsidiary has executed an employment agreement (each of which is listed in\nSection 4.14 of the Disclosure Schedule) containing nondisclosure and similar\nterms. To the knowledge of the Company, no employee or officer of or consultant\nto the Company or the Subsidiary is in violation of any term of any employment\ncontract, proprietary information and inventions agreement, non-competition\nagreement, or any other contract or agreement relating to the relationship of\nany such employee or consultant with the Company, the Subsidiary or any previous\nemployer (including without limitation any academic institution).\n\n        4.20   Computer System and Software.\n               ----------------------------\n\n        (a) Each of the Company and the Subsidiary is the beneficial owner free\nfrom Encumbrances or is the lessee of all the items of equipment, hardware,\nfirmware and accessories relating to the Computer System and no other person\n(other than the lessor, as applicable) has any claims or rights in respect\nthereof. For the purposes of this Agreement, \"Computer System\" means the\ncomputer systems, including all its equipment, hardware, firmware, software and\naccessories used in the business of the Company and\/or the Subsidiary.\n\n        (b) Except in respect of Software licensed from third parties that is\nlisted in the Intellectual Property Disclosure Schedule, the Company is the\nbeneficial owner free from Encumbrances of all Software and all Software was\neither developed by the Company's or the Subsidiary's employees in the course of\ntheir employment or by third parties pursuant to agreements under which all\nrights in the Software are vested in the Company or the Subsidiary as\nappropriate. For the purposes of this Agreement, \"Software\" means all computer\nprograms and all related object code and source code and databases used by the\nCompany and the Subsidiary in connection with their business.\n\n        (c)    Insofar as any Software has been licensed by the Company or the \nSubsidiary from any third parties:\n\n               (i) each of the Licenses is in full force and effect and entitles\n        the Company or the Subsidiary to operate the relevant Software in the\n        way in which the Company or the Subsidiary has operated it prior to the\n        date of this Agreement;\n\n               (ii) neither the Company nor the Subsidiary is in dispute with\n        any Licensor and has not done, or omitted to do, any act which might\n        entitle any Licensor to terminate any of the Licenses.\n\n        (d) There are in existence maintenance and support agreements in respect\nof all equipment, hardware, furniture, software and accessories used in the\nComputer System, and neither the Company nor the Subsidiary has done, or omitted\nto do, any act which might entitle the provider of the maintenance and support\nservices to terminate such agreements or to withhold or refuse to supply any\nservices thereunder; and neither the Company nor the Subsidiary is in dispute\nwith such provider regarding its maintenance and support obligations.\n\n        (e) The Computer System comprises equipment, hardware, firmware,\nsoftware including source code and object code, supporting materials and\naccessories which are necessary to enable the Company and the Subsidiary to\ncarry on their respective businesses in the same manner and to the same extent\nas they have been carried on prior to Closing and the rights to use the Computer\nSystem or any part thereof will not be adversely affected by the transactions\neffected by this Agreement.\n\n                                      -32-\n\n\n\n\n\n\n        4.21 Insurance. The Company and the Subsidiary and all of their\n             ---------\nrespective assets are insured against such risks and in such sums as are\ndisclosed in the Disclosure Schedule. All premiums due in respect of such\ninsurances have been fully paid or have been paid in accordance with the\nobligations stated in the insurance policies; and the next renewal date for each\nof such insurances is a date at least 30 days after the date of Closing. To the\nCompany's knowledge, nothing has been done or omitted to be done which could\nmake any policy of insurance void or voidable, or which is likely to result in\nan increase in premium; and none of such insurances is subject to any special or\nunusual terms or restrictions or to the payment of any premium in excess of the\nnormal rate. To the Company's knowledge, (i) each such insurance policy is\nenforceable and in full force and effect; (ii) such policy will continue to be\nenforceable and in full force and effect immediately following the Closing in\naccordance with the terms thereof as in effect prior to the Closing; (iii)\nneither the Company nor the Subsidiary is in breach or default (including with\nrespect to the payment of premiums or the giving of notices) under such policy,\nand no event has occurred which, with notice or the lapse of time, would\nconstitute such a breach or default or permit termination, modification or\nacceleration, under such policy; and (iv) neither the Company nor the Subsidiary\nhas received any notice from the insurer disclaiming coverage or reserving\nrights with respect to a particular claim or such policy in general. There are\nno claims arising against the Company or the Subsidiary by an employee, a worker\nor any other third party, in respect of any accident or injury, and to the\nCompany's knowledge there are no unreported accidents or incidents that would\ngive rise to such a claim, which are not fully covered by insurance.\n\n        4.22 Brokers or Finders. Neither the Company nor the Subsidiary nor any\n             ------------------\nof their respective officers, directors, employees or shareholders has employed\nany broker or finder or incurred any liability for any brokerage, finder's or\nsimilar fees or commissions in connection with this Agreement or the\ntransactions contemplated hereby.\n\n        4.23 Related Parties. No officer or director of the Company, or any\n             ---------------\naffiliate of the Company or any such person (other than a venture capital\ninvestor holding Preferred Ordinary Shares), has, either directly or indirectly,\n(a) an interest in any corporation, partnership, firm or other person or entity\nwhich furnishes or sells services or products which are similar to those\nfurnished or sold by the Company or the Subsidiary, (b) a beneficial interest in\nany contract or agreement to which the Company or the Subsidiary is a party or\nby which the Company or the Subsidiary may be bound, or (c) an interest in any\nof the assets used by the Company or the Subsidiary. Neither the Company nor the\nSubsidiary has guaranteed, or has incurred any Encumbrance on any of its assets\nto secure, any obligation of any director, officer, employee, consultant or\nshareholder of the Company.\n\n        4.24 Certain Advances. There are no loans by the Company or the\n             ----------------\nSubsidiary to any directors, officers, employees, consultants or shareholders of\nthe Company or the Subsidiary, or owing by any affiliate of any director or\nofficer of the Company or the Subsidiary, other than advances in the ordinary\ncourse of business consistent with past practice to officers and employees for\nreimbursable business expenses which are not in excess of (pound)1,000 for any\none individual.\n\n        4.25 Underlying Documents. Copies of any underlying documents listed or\n             --------------------\ndescribed as having been disclosed to Purchaser pursuant to this Agreement have\nbeen furnished to Purchaser. All such documents furnished or made available to\nPurchaser are true and correct copies, and there are no amendments or\nmodifications thereto, that have not been disclosed in writing to Purchaser.\n\n                                      -33-\n\n\n\n\n\n\n        4.26   Banking Facilities.\n               ------------------\n\n        (a) Other than in the ordinary course of business and consistent with\npast practice neither the Company nor the Subsidiary has lent any money which\nhas not been repaid, or owns the benefit of any debt (whether or not due for\nrepayment), other than debts which have arisen in the ordinary course of\nbusiness and consistent with past practice, and the Company has not made any\nloan or quasi-loan contrary to any legislation of England and Wales. Neither the\nCompany nor the Subsidiary has outstanding, nor has agreed to issue, any loan\ncapital, nor has it factored any of its debts, or engaged in financing of a type\nwhich would not require to be shown or reflected in the Accounts nor borrowed\nany money which it has not repaid, except for borrowings not exceeding the\namounts shown in the Accounts. Section 4.26 of the Disclosure Schedule\nidentifies:\n\n               (i) Each bank, savings and loan or similar financial institution\n        in which the Company or the Subsidiary has an account or safety deposit\n        box and the numbers of the accounts or safety deposit boxes maintained\n        by the Company or the Subsidiary thereat and the credit or debit\n        balances thereon as at the business day prior to the date of this\n        Agreement;\n\n               (ii) The names of all persons authorized to draw on each such\n        account or to have access to any such safety deposit box facility,\n        together with a description of the authority (and conditions thereof, if\n        any) or each such person with respect thereto; and\n\n               (iii) All security held by banks or financial institutions to\n        secure loans, facilities or arrangements made to the Company or the\n        Subsidiary.\n\n        (b) Except as fully disclosed in the Disclosure Schedule, neither the\nCompany nor the Subsidiary has incurred any indebtedness in the nature of bank\nborrowings which it has not repaid in full or satisfied.\n\n        (c) Except as fully disclosed in the Disclosure Schedule, neither the\nCompany nor the Subsidiary has bank overdraft facilities, acceptance credits or\nother borrowing facilities outstanding or available to it.\n\n        4.27   Insolvency.\n               ----------\n\n        (a) No order has been made, petition presented, resolution passed or\nmeeting convened for the winding up of either the Company or the Subsidiary or\nfor an administration order in respect of the Company or the Subsidiary; no\nreceiver, receiver and manager, administrative receiver or liquidator has been\nappointed of the business or the whole or any part of the assets or undertaking\nof the Company or the Subsidiary; and there are no circumstances likely to give\nrise to the appointment of any such receiver, receiver and manager,\nadministrative receiver or liquidator.\n\n        (b) There are no unfulfilled or unsatisfied judgments or court orders\noutstanding against the Company or the Subsidiary or by which either may be\naffected.\n\n        (c) No distress, distraint, charging order, garnishee order, execution\nor other process which a court or a similar body may use to enforce payment of a\ndebt has been levied or applied for in respect of the whole or any part of the\nproperty, assets or undertaking of either the Company or the Subsidiary.\n\n                                      -34-\n\n\n\n\n\n\n        (d) In relation to any property or assets held by the Company or the\nSubsidiary under any hire, hire purchase, conditional or credit sale, leasing or\nretention of title agreement or otherwise belonging to a third party, no event\nhas occurred which entitles, or which upon intervention or notice by the third\nparty may entitle, the third party to repossess the property or assets concerned\nor to terminate the agreement or any license in respect thereof.\n\n        (e) Neither the Company nor the Subsidiary has stopped payment nor is\neither the Company or the Subsidiary insolvent or unable to pay its debts for\nthe purposes of section 123 of the Insolvency Act 1986.\n\n        (f) To the knowledge of the Company, neither the Company nor the\nSubsidiary has been a party to any transaction with any third party which, in\nthe event of such third party going into liquidation or an administration order\nor a bankruptcy order being made in relation to it or to him, would constitute\n(in whole or in part) a transaction at an undervalue, a preference, an invalid\nfloating charge or an extortionate credit transaction or part of a general\nassignment of debts, under sections 238 to 245 and sections 339 to 344 of the\nInsolvency Act 1986.\n\n        (g) No person who at present is a director or officer of the Company or\nthe Subsidiary is, or at any time was, subject to any disqualification order\nunder the Act or under any legislation relating to the disqualification of\ndirectors and officers, or, to the knowledge of the Company, was the subject of\nany investigation or proceedings capable of leading to a disqualification order\nbeing made. To the knowledge of the Company, no person who at any time since the\ndate of incorporation of either the Company or the Subsidiary was a director or\nofficer of the Company or the Subsidiary is, or at any time was, subject to any\ndisqualification order under the Act or under any legislation relating to the\ndisqualification of directors and officers, or was the subject of any\ninvestigation or proceedings capable of leading to a disqualification order\nbeing made.\n\n        4.28 No Misleading Statements. No representation or warranty made\n             ------------------------\nherein, in the Disclosure Schedule or in the Appendices, Schedules and Exhibits\nattached hereto by the Company contains any untrue statement of a material fact\nor omits a material fact necessary in order to make the statements contained\nherein or therein, in the light of the circumstances under which they are made,\nnot misleading.\n\n\n                                    ARTICLE V\n\n                   REPRESENTATIONS AND WARRANTIES OF PURCHASER\n                   -------------------------------------------\n\n        Purchaser represents and warrants to each Shareholder as follows:\n\n        5.1 Organization. Purchaser is a corporation duly incorporated, validly\n            ------------\nexisting and in good standing under the laws of Delaware and has all requisite\ncorporate power and authority to own, lease and operate its properties and to\ncarry on its business as now being conducted.\n\n        5.2 Authority. Purchaser has all requisite corporate power and authority\n            ---------\nto enter into this Agreement and to perform its obligations hereunder and\nconsummate the transactions contemplated hereby. The execution and delivery of\nthis Agreement, the performance by Purchaser of its obligations hereunder and\nthe consummation of the transactions contemplated hereby have been duly and\nvalidly authorized by all necessary corporate action on the part of Purchaser.\nThis Agreement is a valid and binding obligation of Purchaser.\n\n\n                                      -35-\n\n\n\n\n        5.3 No Conflict with Other Instruments. The execution, delivery and\n            ----------------------------------\nperformance of this Agreement (including the Exhibits hereto), the related\nagreements required to be entered into as conditions of Closing under Article\nVII hereof, and the transactions contemplated hereby (a) will not result in any\nviolation of, conflict with, constitute a breach, violation or default (with or\nwithout notice or lapse of time, or both) under, give rise to a right of\ntermination, cancellation, forfeiture or acceleration of any obligation or loss\nof any benefit under, or result in the creation or encumbrance on any of the\nproperties or assets of Purchaser or any of its subsidiaries, pursuant to (i)\nany provision of Purchaser's Certificate of Incorporation or Bylaws, or (ii) any\nagreement, contract, understanding, note, mortgage, indenture, lease, franchise,\nlicense, permit or other instrument to which Purchaser or any of its\nsubsidiaries is a party or by which the properties or assets of Purchaser or any\nof its subsidiaries is bound, or (b) to the knowledge of Purchaser after\nreasonable inquiry, conflict with or result in any breach or violation of any\nstatute, judgment, decree, order, rule or governmental regulation applicable to\nPurchaser or any of its subsidiaries or their respective properties or assets,\nexcept, in the case of clauses (a)(ii) and (b) for any of the foregoing that\nwould not, individually or in the aggregate, have a material adverse effect on\nPurchaser and its subsidiaries, taken as a whole, or that could not result in\nthe creation of any material lien, charge or encumbrance upon any assets of\nPurchaser or any of its subsidiaries or that could not prevent, materially delay\nor materially burden the transactions contemplated by this Agreement.\n\n        5.4 Governmental Consents. No consent, approval, order or authorization\n            ---------------------\nof, or registration, declaration or filing with, any governmental authority is\nrequired by or with respect to Purchaser in connection with the execution and\ndelivery of this Agreement by Purchaser or the consummation by Purchaser of the\ntransactions contemplated hereby, except for (a) such consents, approvals,\norders, authorizations, registrations, declarations, qualifications or filings\nas may be required under federal or state securities laws in connection with the\ntransactions set forth herein or which the failure to obtain would not have a\nmaterial adverse effect on the consummation by Purchaser of the transactions\ncontemplated hereby and (b) the listing of the Purchaser Shares to be issued\npursuant hereto on The Nasdaq Stock Market (\"Nasdaq\").\n\n        5.5 SEC Documents. Purchaser has furnished to the Company and each\n            -------------\nShareholder complete and accurate copies of the following documents\n(\"Purchaser's SEC Filings\") that have been filed with the United States\nSecurities and Exchange Commission (the \"SEC\") under the United States\nSecurities Exchange Act of 1934 and the rules and regulations promulgated\nthereunder (the \"Exchange Act\"): Purchaser's Annual Report on Form 10-K for the\nyear ended December 31, 1997, Purchaser's Quarterly Reports on Form 10-Q for the\nquarter ended March 31, 1998, Purchaser's Current Report on Form 8-K dated June\n12, 1998, and Purchaser's Proxy Statement for its Annual Meeting of Stockholders\nheld on June 15, 1998. As of their respective filing dates, Purchaser's SEC\nFilings complied in all material respects with the requirements of the Exchange\nAct and, as of their respective filing dates, Purchaser's SEC Filings did not\ncontain any untrue statement of a material fact or omit to state a material fact\nnecessary to make the statements made therein, in the light of the circumstances\nunder which they were made, not misleading.\n\n        5.6 Financial Statements. As of their respective filing dates, each of\n            --------------------\nthe consolidated financial statements (including, in each case, any related\nnotes) contained in Purchaser's SEC Filings complied as to form in all material\nrespects with the applicable published rules and regulations of the SEC with\nrespect thereto, was prepared in accordance with GAAP applied on a consistent\nbasis throughout the periods involved (except as may be indicated in the notes\nto such financial statements, or, in the case of unaudited statements, as\npermitted for presentation in quarterly reports on Form 10-Q) and fairly\npresented, in all material respects, the consolidated financial position of\nPurchaser and its subsidiaries\n\n                                      -36-\n\n\n\n\n\n\nas of the respective dates thereof and the consolidated results of operations\nand cash flows of Purchaser and its subsidiaries for the periods indicated,\nexcept that the unaudited interim financial statements were or are subject to,\nnormal and recurring year-end audit adjustments. Since March 31, 1998, there has\nbeen no material adverse change in the financial condition of Purchaser and its\nsubsidiaries, taken as a whole.\n\n        5.7 Litigation. Except as disclosed in Purchaser's SEC Filings, there is\n            ----------\nno (a) claim, action, suit or proceeding pending or, to the knowledge of\nPurchaser threatened against or relating to Purchaser or its subsidiaries before\nany court or governmental or regulatory authority or body or arbitration\ntribunal, or (b) outstanding judgment, order, writ, injunction or decree, or\napplication, request or motion therefor, of any court, governmental agency or\narbitration tribunal in a proceeding to which Purchaser or any subsidiary of\nPurchaser was or is a party except, in the case of clauses (a) and (b) above,\nsuch as would not, individually and in the aggregate, either impair Purchaser's\nability to consummate the Merger or have a material adverse effect on Purchaser\nand its subsidiaries taken as a whole.\n\n        5.8 Shares of Purchaser Common. The Purchaser Shares have been duly\n            --------------------------\nauthorized and, when issued as contemplated hereby at the Closing, will be\nvalidly issued, fully paid and nonassessable. The shares of Purchaser Common to\nbe issued pursuant to the Converted Company Options (as defined in Section 6.1\nbelow) will, when issued and delivered to the holders thereof on payment of the\nconsideration provided for therein, be duly authorized, validly issued, fully\npaid and nonassessable.\n\n        5.9 No Misleading Statements. No representation or warranty made herein\n            ------------------------\nor in the Appendices, Schedules and Exhibits attached hereto by Purchaser\ncontains any untrue statement of a material fact or omits a material fact\nnecessary in order to make the statements contained herein or therein, in the\nlight of the circumstances under which they are made, not misleading.\n\n        5.10 Brokers or Finders. Neither Purchaser nor any of its officers,\n             ------------------\ndirectors or employees has employed any broker or finder or incurred any\nliability for any brokerage, finder's or similar fees or commissions in\nconnection with this Agreement or the transactions contemplated hereby.\n\n        5.11 Acquisition for Investment. Purchaser is acquiring the Company\n             --------------------------\nShares for its own account and not with the present view to sell such the\nCompany Shares in connection with the distribution thereof.\n\n                                      -37-\n\n\n\n\n\n\n                                   ARTICLE VI\n\n                              ADDITIONAL AGREEMENTS\n                              ---------------------\n\n        6.1    Stock Options.\n               -------------\n\n        (a) The Company shall have taken or caused to be taken such action as\nmay be required under the Company Option Plan or otherwise to amend the Company\nOption Plan, effective prior to the date of this Agreement, as set forth in\nExhibit D-1 hereto and to amend the Company Option Plan, effective as of the\nClosing, as set forth in Exhibit D-2 hereto. Prior to the Closing, the Company\nshall have taken or caused to be taken such action as may be required under each\nother outstanding option or other right to acquire Company Shares granted to\nconsultants of the Company under any stock option or purchase plan, program or\nsimilar arrangement of the Company other than the Company Option Plan (each, a\n\"Company Consultant Option\"), to cause the Company Consultant Options to be\ngoverned by the rules of the Company Option Plan, as amended in the manner and\neffective as of the dates specified in the preceding sentence, and to cause each\nholder of a Company Consultant Option to enter into an Option Exchange\nAgreement, effective as of the Closing, in the form attached as Exhibit D-3\nhereto, with Purchaser. The options to acquire Company Shares issued under the\nCompany Option Plan (\"Company Employee Options\") and Company Consultant Options\nare referred to collectively as the \"Company Options.\"\n\n        (b) As of the Closing, each Company Employee Option, whether or not then\nexercisable or vested, will be converted into an option (a \"Converted Company\nOption\") to purchase shares of Purchaser Common. Each Converted Company Option\nshall be governed by the rules of the Company Option Plan, as amended effective\nas of the Closing, including the vesting provisions set forth in Rule 3 thereof,\nbut upon the Closing shall be exercisable for that number of whole shares of\nPurchaser Common as is equal to the product of the number of Company Shares\nsubject to such Company Option multiplied by the Exchange Ratio, as calculated\npursuant to Schedule III attached hereto, rounded down to the nearest whole\nnumber, and shall have an exercise price per share of Purchaser Common equal to\nthe quotient obtained by dividing the exercise price per share (in U.S. dollars,\nconverted in accordance with Section 10.7 hereof) of the Company Shares subject\nto such Company Option by the Exchange Ratio, rounded up to the nearest whole\ncent. The number of shares of Purchaser Common and the per share exercise price\nof each Converted Company Option is set forth on Schedule II hereto.\n\n        (c) Holders of Company Employee Options will not be entitled to acquire\nCompany Shares after the Closing. No further stock awards, stock options or\nstock appreciation rights shall be granted under the Company Option Plan and any\nother employee stock option plans of the Company subsequent to the Closing.\n\n        (d) As soon as practicable after the Closing, Purchaser shall issue to\neach holder of a Converted Company Option a Replacement Option Certificate in\nthe form of Exhibit D-4 hereto evidencing the conversion of the Company Option\npursuant to the provisions set forth above, in exchange for an Option Release\nDeed in the form of Exhibit D-5 hereto executed by each holder of a Converted\nCompany Option.\n\n        (e) Except as contemplated by the Option Exchange Agreements with\nrespect to Company Consultant Options, the Company shall take all actions\nnecessary to ensure that none of Purchaser, the Company or any of their\nrespective subsidiaries is or will be bound by any Company Options, other\noptions, warrants, rights or agreements that would entitle any person, other\nthan Purchaser or its\n\n                                      -38-\n\n\n\n\n\n\naffiliates, to own, immediately after the Closing, any of the issued shares of\nthe Company or the Subsidiary or to receive any payment in respect thereof other\nthan as provided in this Section 6.1.\n\n        (f) Purchaser shall reserve as of the time of Closing a sufficient\nnumber of shares of Purchaser Common to permit full issuance of all of the\nshares of Purchaser Common underlying the Converted Company Options to be issued\nand to be issued pursuant to the Option Exchange Agreements.\n\n        (g) Purchaser agrees to file a registration statement on Form S-8 no\nlater than sixty (60) days after the Closing relating to the shares of Purchaser\nCommon underlying the Converted Company Options and to be issued pursuant to the\nOption Exchange Agreements and shall use commercially reasonable efforts to\nmaintain the effectiveness (and current status) of such registration statement\nfor so long as such Converted Company Options and obligations to issue shares of\nPurchaser Common pursuant to the Option Exchange Agreements remain outstanding.\n\n        6.2 Expenses. All fees and expenses incurred in connection with the\n            --------\ntransactions contemplated hereby including, without limitation, all legal,\naccounting, financial advisory, consulting and all other fees and expenses of\nthird parties incurred by a party in connection with the negotiation and\neffectuation of the terms and conditions of this Agreement and the transactions\ncontemplated hereby, shall be the obligation of the respective party incurring\nsuch fees and expenses; provided, however, that if the purchase and sale of the\nCompany Shares is consummated, the Company shall not incur financial advisory,\nbrokers', finders', legal and accounting fees and expenses in connection with\nthe transactions contemplated hereby in excess of the amounts set forth in\nSection 6.2 of the Disclosure Schedule, and any fees and expenses incurred by\nthe Company in excess of such amount shall be recovered by Purchaser pursuant to\nthe Escrow Agreement, without regard to the last sentence of Section 8.2(a).\n\n        6.3 Public Disclosure. Unless otherwise required by law (including,\n            -----------------\nwithout limitation, securities laws) or, as to Purchaser, by the rules and\nregulations of Nasdaq, prior to the Closing, no disclosure (whether or not in\nresponse to an inquiry) of the discussions or subject matter of this Agreement\nor the transactions contemplated hereby shall be made by any party hereto unless\napproved by Purchaser and the Company prior to release, provided that such\napproval shall not be unreasonably withheld.\n\n        6.4 Reasonable Efforts. Subject to the terms and conditions of this\n            ------------------\nAgreement, each of the parties hereto shall use all commercially reasonable\nefforts to take promptly, or cause to be taken promptly, all actions, and to do\npromptly, or cause to be done promptly all things reasonably necessary, proper\nor advisable under applicable laws and regulations to consummate and make\neffective the transactions contemplated hereby, to obtain all necessary waivers,\nconsents and approvals, to effect all necessary registrations and filings and to\nremove any injunctions or other impediments or delays, legal or otherwise, in\norder to consummate and make effective the transactions contemplated by this\nAgreement for the purpose of securing to the parties hereto the benefits\ncontemplated by this Agreement; provided that neither the Company nor Purchaser\nshall be required to agree to any divestiture by Purchaser or the Company, as\nmay be applicable, or any of Purchaser's or the Company's subsidiaries or\naffiliates of shares of capital stock or of any business, assets or properties\nof Purchaser or its affiliates or the Company, its subsidiaries or its\naffiliates, or the imposition of any material limitation on the ability of any\nof them to conduct their businesses or to own or exercise control of such\nassets, properties and stock.\n\n        6.5 Conduct; Notification of Certain Matters.  Each of Purchaser, the\n            ----------------------------------------\nCompany and the Shareholders shall use all commercially reasonable efforts to \nnot take, or fail to take, any action that\n\n                                      -39-\n\n\n\n\n\n\nfrom the date hereof through the Closing would cause or constitute a breach of\nany of its respective representations, warranties, agreements and covenants set\nforth in this Agreement. The Shareholders and the Company shall give prompt\nwritten notice to Purchaser, and Purchaser shall give prompt written notice to\nthe Company and the Shareholders' Representative, on behalf of the Shareholders,\nof (a) the occurrence or non-occurrence of any event, the occurrence or\nnon-occurrence of which causes or is likely to cause any representation or\nwarranty of the Shareholders or the Company, on the one hand, or Purchaser, on\nthe other hand, contained in this Agreement to be untrue or inaccurate in any\nmaterial respect at or prior to the Closing and (b) any failure of the\nShareholders, the Company or Purchaser, as the case may be, to comply with or\nsatisfy in any material respect any covenant, condition or agreement to be\ncomplied with or satisfied by it hereunder; provided, however, that the delivery\nof any notice pursuant to this Section 6.5 shall not limit or otherwise affect\nthe other party's right to rely on the representations and warranties herein or\nany the other remedies available to the party receiving such notice.\n\n        6.6 Registration Rights. Purchaser and the Shareholders agree that the\n            -------------------\nrights and obligations of Purchaser and the Shareholders with respect to\nregistration under the Securities Act of the Purchaser Shares shall be as set\nforth in Exhibit C attached hereto.\n\n        6.7 Additional Documents and Further Assurances. Each party hereto, at\n            -------------------------------------------\nthe reasonable request of the other party hereto, shall execute and deliver such\nother instruments and do and perform such other acts and things as may be\nreasonably necessary or desirable for effecting completely the consummation of\nthis Agreement and the transactions contemplated hereby.\n\n        6.8 Blue Sky Laws. Purchaser shall take such steps as may be necessary\n            -------------\nto comply with the securities and blue sky laws of all jurisdictions which are\napplicable to the issuance of the shares of Purchaser Common pursuant hereto.\nThe Company shall use all reasonable efforts to assist Purchaser as may be\nreasonably necessary to comply with the securities and blue sky laws of all\njurisdictions which are applicable in connection with the issuance of the shares\nof Purchaser Common pursuant hereto.\n\n        6.9 Nasdaq Listing. Purchaser shall authorize for listing on the Nasdaq\n            --------------\nNational Market the shares of Purchaser Common issuable pursuant hereto, and\nthose required to be reserved for issuance, in connection with the Converted\nCompany Options.\n\n        6.10 Indemnification. Purchaser shall guarantee and shall cause the\n             ---------------\nCompany to maintain and perform in the same manner the Company's existing\nindemnification provisions with respect to present and former directors and\nofficers of the Company for all losses, claims, damages, expenses or liabilities\narising out of actions or omissions or alleged actions or omissions occurring at\nor prior to the Closing to the extent permitted or required under applicable law\nand the Company's Memorandum and Articles of Association in effect as of the\ndate hereof (to the extent consistent with applicable law), for a period of not\nless than six (6) years after the Closing. In the event that Purchaser (i)\ncauses the Company to consolidate with or merge into any other entity and the\nCompany is not the continuing or surviving corporation or entity of such\nconsolidation or merger, or (ii) causes the Company to transfer or convey all or\nsubstantially all of the Company's properties and assets to any entity, then and\nin each such case, to the extent necessary to effect the purposes of this\nSection 6.10, proper provision shall be made so that the successors and assigns\nof the Company assume the obligations set forth in this Section 6.10 and none of\nthe actions described in clause (i) or (ii) shall be taken until such provision\nis made.\n\n        6.11   Tax Returns.\n               -----------\n\n                                      -40-\n\n\n\n\n\n\n        (a) Purchaser or its duly authorized agents shall prepare all\ndocumentation and shall have conduct of all matters (including correspondence)\nrelating to the Tax Returns (as defined in Section 4.13(a) above) and\ncomputations of the Company and the Subsidiary for all accounting periods\ncommencing on or after January 1, 1998 and including the accounting period in\nwhich the Closing occurs.\n\n        (b) For the six month period immediately following the Closing (the\n\"Shareholders' Responsibility Period\"), as representative for the Shareholders,\nthe Shareholders' Representative or his duly authorized agents shall prepare the\nTax Returns and computations of the Company and the Subsidiary for all\naccounting periods up to and including the accounting period for the year ended\nDecember 31, 1997 and submit them to Purchaser. After the expiration of the\nShareholders' Responsibility Period, to the extent that the Tax Returns and\ncomputations referred to earlier in this Section 6.11(b) have not already been\nsubmitted, Purchaser or its duly authorized agents shall prepare the Tax Returns\nand computations of the Company and the Subsidiary for all accounting periods up\nto and including the accounting period for the year ended December 31, 1997 and\nsubmit them to the Shareholders' Representative.\n\n        (c) Purchaser shall procure that the Tax Returns and computations\nmentioned in Section 6.11(b) shall be authorized, signed and submitted to HM\nInspector of Taxes without amendment or with such amendments as Purchaser and\nthe Shareholders' Representative agree are reasonably necessary and shall give\nthe Shareholders' Representative or his duly authorized agents all such\nassistance as may reasonably be required to agree those Tax Returns and\ncomputations with HM Inspector of Taxes.\n\n        (d) During the Shareholders' Responsibility Period, the Shareholders'\nRepresentative or his duly authorized agents shall prepare all documentation and\nshall have conduct of all matters (including correspondence) relating to the Tax\nReturns and computations of the Company and the Subsidiary for all accounting\nperiods up to and including the accounting period for the year ended December\n31, 1997 provided that the Shareholders' Representative shall not without the\nprior written consent of Purchaser (not to be unreasonably withheld or delayed)\ntransmit any written communication to HM Inspector of Taxes or agree any Tax\nReturn or computation with HM Inspector of Taxes. After the expiration of the\nShareholders' Responsibility Period, Purchaser or its duly authorized agents\nshall prepare all documentation and shall have conduct of all matters (including\ncorrespondence) relating to the Tax Returns and computations of the Company and\nthe Subsidiary for all accounting periods up to and including the accounting\nperiod for the year ended December 31, 1997 provided that Purchaser shall not\nwithout the prior written consent of the Shareholders' Representative (not be\nunreasonably withheld or delayed) transmit any written communication to HM\nInspector of Taxes or agree any Tax Return or computation with HM Inspector of\nTaxes.\n\n        (e) Purchaser shall procure that the Company and the Subsidiary afford\nsuch access to their books, accounts and records during the Shareholders'\nResponsibility Period as is necessary and reasonable to enable the Shareholders'\nRepresentative or his duly authorized agents to prepare the Tax Returns and\ncomputations of the Company and the Subsidiary for all accounting periods up to\nand including the accounting period for the year ended December 31, 1997 and for\nthe conduct of all matters relating to them in accordance with this Section\n6.11.\n\n        (f) During the Shareholders' Responsibility Period, the Shareholders'\nRepresentative shall take all reasonable steps to ensure that the Tax Returns\nand computations of the Company and the Subsidiary for all accounting periods up\nto and including the accounting period for the year ended December 31,\n\n                                      -41-\n\n\n\n\n\n\n1997 are as soon as reasonably practicable prepared and so far as reasonably\npracticable agreed with HM Inspector of Taxes.\n\n\n                                   ARTICLE VII\n\n                            CONDITIONS TO THE CLOSING\n                            -------------------------\n\n        7.1 Conditions to Obligations of Each Party to Effect the Closing. The\n            -------------------------------------------------------------\nrespective obligations of each party to this Agreement to consummate the Closing\nand the transactions contemplated by this Agreement shall be subject to the\nsatisfaction at or prior to the Closing of the following conditions:\n\n        (a) Illegality. There shall not have been any statute, rule or\n            ----------\nregulation enacted, promulgated or deemed applicable to the transactions\ncontemplated by this Agreement by any court of competent jurisdiction or any\ncommission, governmental body, regulatory agency, authority or tribunal (a\n\"Governmental Entity\") that prevents the consummation of the Closing or the\ntransactions contemplated by this Agreement or has the effect of making the\npurchase of Company Shares illegal.\n\n        (b) Absence of Litigation. No action, suit or proceeding concerning\n            ---------------------\nPurchaser, the Company, the Subsidiary or any of the Shareholders shall be\npending by or before any court of competent jurisdiction or Governmental Entity\nwherein an unfavorable judgment, order, decree, stipulation or injunction would\n(i) prevent consummation of any of the transactions contemplated by this\nAgreement or (ii) cause any of the transactions contemplated by this Agreement\nto be rescinded following consummation.\n\n        (c) U.K. Tax Clearance. The Shareholders shall have received a letter,\n            ------------------\ndated prior to the Closing Date, from HM Inland Revenue, giving clearance for\nthe transactions contemplated by this Agreement pursuant to Section 138 of the\nTCGA and Section 707 of the ICTA.\n\n        (d) Re-registration. All action necessary to re-register the Company as\n            ---------------\na private limited company shall have been taken, as provided in the Master\nAgreement, and a certificate of registration of the Company as a private company\nshall have been issued by the Register of Companies under Section 55 of the\nCompanies Act, and a true and correct copy thereof shall have been delivered to\nPurchaser prior to the Closing.\n\n        (e) Nasdaq Listing. The shares of Purchaser Common issuable pursuant\n            --------------\nhereto, and those required to be reserved for issuance in connection with the\nConverted Company Options, shall have been authorized for trading on the Nasdaq\nNational Market effective upon the Closing Date.\n\n        7.2 Additional Conditions to Obligations of the Shareholders. The\n            --------------------------------------------------------\nobligations of the Shareholders to consummate the Closing and the transactions\ncontemplated by this Agreement shall be subject to the satisfaction at or prior\nto the Closing of each of the following conditions, any of which may be waived,\nin writing, exclusively by the Shareholders' Representative:\n\n        (a) Representations and Warranties. The representations and warranties\n            ------------------------------\nof Purchaser contained in this Agreement shall be true and correct on the date\nhereof and on and as of the Closing Date, as though made on and as of the\nClosing Date (except for representations and warranties made as of a specified\ndate, which need be true and correct only as of the specified date), except for\nchanges contemplated by this Agreement and except for such inaccuracies that,\nconsidered collectively, have not\n\n                                      -42-\n\n\n\n\n\n\nhad and would not reasonably be expected to have a material adverse effect on\nPurchaser (it being understood that, for purposes of determining the accuracy of\nsuch representations and warranties, all \"material adverse effect\" and other\nmateriality qualifications contained in such representations and warranties\nshall be disregarded and that a reduction in the trading price of the Purchaser\nCommon on the Nasdaq National Market, whether occurring at any time or from time\nto time, shall not in itself constitute a material adverse change in the\nfinancial condition of Purchaser).\n\n        (b) Agreements and Covenants. Purchaser shall have performed or complied\n            ------------------------\nin all material respects with all agreements and covenants required by this\nAgreement and the Master Agreement to be performed or complied with by it on or\nprior to the Closing.\n\n        (c) Officer's Certificate. Purchaser shall have furnished the Company\n            ---------------------\nand the Shareholders with a certificate dated the Closing Date signed on behalf\nof it by the Chief Executive Officer or President to the effect that the\nconditions set forth in Sections 7.2(a) and (b) have been satisfied.\n\n        7.3 Additional Conditions to the Obligations of Purchaser. The\n            -----------------------------------------------------\nobligations of Purchaser to consummate the Closing and the transactions\ncontemplated by this Agreement shall be subject to the satisfaction at or prior\nto the Closing of each of the following conditions, any of which may be waived,\nin writing, exclusively by Purchaser:\n\n        (a) Representations and Warranties. The representations and warranties\n            ------------------------------\nof the Shareholders and the Company contained in this Agreement shall be true\nand correct on the date hereof and on and as of the Closing Date, as though made\non and as of the Closing Date (except for representations and warranties made as\nof a specified date, which need be true and correct only as of the specified\ndate), except for changes contemplated by this Agreement and except for such\ninaccuracies that, considered collectively, have not had and would not\nreasonably be expected to have a material adverse effect on the Company (it\nbeing understood that, for purposes of determining the accuracy of such\nrepresentations and warranties, all \"material adverse effect\" and other\nmateriality qualifications contained in such representations and warranties\nshall be disregarded).\n\n        (b) Agreements and Covenants. The Shareholders and the Company shall\n            ------------------------\nhave performed or complied in all material respects with all agreements and\ncovenants required by this Agreement and the Master Agreement to be performed or\ncomplied with by them on or prior to the Closing.\n\n        (c) Absence of Litigation. No action, suit or proceeding concerning the\n            ---------------------\nCompany, the Subsidiary or any of the Shareholders shall be pending or\nthreatened in writing by or before any court of competent jurisdiction or\nGovernmental Entity wherein an unfavorable judgment, order, decree, stipulation\nor injunction would affect materially and adversely the right of the Company or\nthe Subsidiary to own, operate or control any of its assets or operations, and\nno such judgment, order, decree, stipulation or injunction shall be in effect.\n\n        (d) Seller's Certificates. Each of the Shareholders shall have furnished\n            ---------------------\nPurchaser with a certificate dated the Closing Date to the effect that each of\nthe conditions set forth in Sections 7.3(a), (b) and (c) applicable to such\nperson has been satisfied and the Company shall have furnished Purchaser with a\ncertificate dated the Closing Date signed on behalf of it by the Chief Executive\nOfficer or the President to the effect that each of the conditions set forth in\nSections 7.3(a), (b) and (c) applicable to the Company has been satisfied.\n\n                                      -43-\n\n\n\n\n\n\n        (e) Third Party Consents. Purchaser shall have been furnished with\n            --------------------\nevidence satisfactory to it that the Company has obtained the consents,\napprovals, assignments and waivers set forth in Section 7.3(e) of the Disclosure\nSchedule.\n\n        (f) Resignations. Purchaser shall have received the resignations of the\n            ------------\ndirectors and officers of the Company listed on Schedule 2.2, to be effective\nimmediately upon the Closing, each in a form acceptable to Purchaser accompanied\nby the appropriate Companies House Form.\n\n        (g)    Escrow Agreement.  Purchaser, the Escrow Agent referred to in \n               ----------------\nSection 8.2(a) and the Shareholders' Representative shall have entered into the \nEscrow Agreement in substantially the form attached hereto as Exhibit B.\n\n        (h) Restrictive Covenants Agreement. The persons listed on Schedule 7.3\n            -------------------------------\nhereto shall have entered into a restrictive covenants agreement with Purchaser,\neffective as of the Closing, in the form set forth as Exhibit E.\n\n        (i) Employment Agreements. The persons listed on Schedule 7.3 hereto\n            ---------------------\nshall have entered into employment agreements with the Company, effective as of\nthe Closing, in form and substance reasonably satisfactory to such employees and\nPurchaser.\n\n        (j) Amendment of Celltech Agreement. The agreement dated 21 June 1996\n            -------------------------------\namong the Company, Celltech Group PLC and Celltech Therapeutics Limited shall\nhave been amended to eliminate paragraph 4 thereof and to terminate all\nobligations of the Company under such paragraph 4.\n\n        (k) Corporate Records. Purchaser shall have received the statutory books\n            -----------------\nof the Company and the Subsidiary complete and accurate up to Closing and any\ncompany seal(s), certificates of incorporation, certificates of incorporation on\nchange of name, and all unused share certificates of the Company and the\nSubsidiary.\n\n        (l) Financial Statements. Purchaser shall have received the management\n            --------------------\naccounts of the Company and the Subsidiary comprising the balance sheets as at\nAugust 31, 1998 and the profit and loss accounts for the months commencing on\nthe day immediately following the Management Accounts Date and ending on August\n31, 1998.\n\n                                      -44-\n\n\n\n\n\n\n                                  ARTICLE VIII\n\n                           INDEMNIFICATION AND ESCROW\n                           --------------------------\n\n        8.1    Survival of Representations and Warranties, Etc.\n               ------------------------------------------------\n\n        (a) All of the Shareholders' and the Company's representations and\nwarranties in this Agreement or in any instrument delivered pursuant to this\nAgreement shall survive the Closing and continue until 5:00 p.m., California\ntime, on the first anniversary of the Closing Date (the \"Expiration Date\"). For\npurposes of this Agreement, each statement or other item of information set\nforth in the Disclosure Schedule or in any update to the Disclosure Schedule\nshall be deemed to be a representation and warranty made by the Company in this\nAgreement that such statement or item of information is true and correct. The\nwaiver of any condition based on the accuracy of any representation or warranty,\nor the performance or compliance of any covenant or obligation, will not affect\nthe right to indemnification set forth in this Article VIII, and nothing in this\nSection 8.1 shall be deemed to limit any right or remedy for fraud with respect\nto the representations and warranties set forth in Article IV. All\nrepresentations and warranties made by Purchaser in this Agreement or in any\ninstrument delivered pursuant to this Agreement shall terminate and expire as of\nthe Closing, and any liability of Purchaser hereunder with respect to such\nrepresentations and warranties shall thereupon cease, except in the event of\nfraud by Purchaser with respect thereto.\n\n        (b) The representations, warranties, covenants and obligations of the\nShareholders, and the rights and remedies that may be exercised by Purchaser,\nshall not be limited or otherwise affected by or as a result of any information\nfurnished to, or any investigation conducted for or on behalf of, or any\nknowledge acquired by, Purchaser or its officers, directors, employees,\nstockholders or agents as to the accuracy or inaccuracy of any such\nrepresentation or warranty, except as otherwise expressly provided in this\nAgreement in relation to the Disclosure Schedule.\n\n                                      -45-\n\n\n\n\n\n\n        8.2    Indemnification and Escrow Arrangements.\n               ---------------------------------------\n\n        (a) Escrow Fund and Indemnification. Subject to the limitations set\n            -------------------------------\nforth herein, by approval and adoption of this Agreement, each of the\nShareholders agrees to indemnify Purchaser for such Shareholder's pro rata\nportion of claims, losses, liabilities, damages, deficiencies, costs and\nexpenses, including reasonable attorneys' fees and expenses, and expenses of\ninvestigation and defense (calculated after deduction for insurance proceeds\nrecovered or recoverable) incurred by Purchaser directly or indirectly\n(including, after the Closing, by the Company or the Subsidiary) as a result of\nany inaccuracy or breach of a representation or warranty of the Shareholders or\nthe Company contained herein or in any Schedules or Exhibits delivered pursuant\nto this Agreement, any failure by the Shareholders or the Company to perform or\ncomply with any covenant contained herein, or in the Master Agreement\n(hereinafter individually a \"Loss\" and collectively \"Losses\"). For purposes of\nthis Article VIII and the determination of whether a Loss has occurred in\naccordance with the preceding sentence, the representations and warranties of\nthe Company contained herein shall be deemed to have been made as of the\nAnnouncement Date rather than as of the date of this Agreement (other than those\nmade as of a specified date, which shall be made as of such specified dates) and\nall of such representations and warranties may be deemed to be modified by the\nOriginal Disclosure Schedule, as such Original Disclosure Schedule may be\nupdated to reflect events that occurred following the Announcement Date and that\nwere permitted or contemplated by Section 2 of the Master Agreement (and, except\nfor such updates, shall not otherwise be deemed to be modified by the Disclosure\nSchedule). The Shareholders acknowledge that such Losses, if any, would relate\nto unresolved contingencies existing at the Closing, which if resolved at the\nClosing would have led to a reduction in the aggregate Consideration. At the\nClosing, the Shareholders will be deemed to have received and deposited with the\nEscrow Agent (as defined below) the Escrow Shares (plus any additional shares as\nmay be issued upon any stock split, stock dividend or recapitalization effected\nby Purchaser after the Closing), without any act of any Shareholder. As soon as\npracticable after the Closing, the Escrow Shares will be deposited with First\nTrust of California, National Association (or other institution acceptable to\nPurchaser and the Shareholders' Representative), as Escrow Agent (the \"Escrow\nAgent\"), such deposit to constitute an escrow fund (the \"Escrow Fund\") to be\ngoverned by the terms set forth herein and in the Escrow Agreement. The Escrow\nFund shall be available to compensate Purchaser for any Losses. The Escrow Fund\nshall be held as a trust fund and shall not be subject to any lien, attachment,\ntrustee process or any other judicial process of any creditor of any party, and\nshall be held and disbursed solely for the purposes and in accordance with the\nterms of this Article VIII and the Escrow Agreement. The right of Purchaser\nafter the Closing to assert indemnification claims and receive indemnification\npayments from the Escrow Fund pursuant to this Article VIII shall be the sole\nand exclusive right and remedy exercisable by Purchaser with respect to any\ninaccuracy or breach in any representation, warranty, or covenant contained in\nthis Agreement or in any instrument delivered pursuant to this Agreement or in\nconnection with the transactions contemplated hereby; provided, however, that\nthis limitation shall not apply to any misrepresentation or breach of warranty\nconstituting fraud, as to which fraudulent acts the Shareholders shall be liable\nfor all Losses with respect thereto (subject in all cases to the provisions of\nSection 8.2(i)). Purchaser may not receive any shares from the Escrow Fund\nunless and until Officer's Certificates (as defined in Section 8.2(d) below)\nidentifying Losses, the aggregate cumulative amount of which exceed\n(pound)62,500, have been delivered to the Escrow Agent as provided in Section\n8.2(d); in such case, Purchaser may recover from the Escrow Fund the entire\namount of the cumulative Losses. For the avoidance of doubt, the Company shall\nnot be liable in respect of any inaccuracy or breach in any representation,\nwarranty or covenant contained in this Agreement, howsoever caused, or in any\ninstrument delivered pursuant to this Agreement or in connection with the\ntransactions contemplated hereby.\n\n                                      -46-\n\n\n\n\n\n\n        (b) Escrow Period; Distribution upon Termination of Escrow Periods.\n            --------------------------------------------------------------\nSubject to the following requirements, the Escrow Fund shall be in existence\nimmediately following the Closing and shall terminate at 5:00 p.m., California\ntime, on the Expiration Date (the \"Escrow Period\"); provided that the Escrow\nPeriod shall not terminate with respect to such amount (or some portion\nthereof), that is necessary in the reasonable judgment of Purchaser, subject to\nthe objection of the Shareholders' Representative and the subsequent arbitration\nof the matter in the manner provided in Section 8.2(f) hereof, to satisfy any\nunsatisfied Losses concerning facts and circumstances existing prior to the\ntermination of the Escrow Period specified in any Officer's Certificate\ndelivered to the Escrow Agent prior to termination of the Escrow Period. As soon\nas any such Loss has been resolved, the Escrow Agent shall deliver to the\nShareholders the remaining portion of the Escrow Fund not required to satisfy\nany other such unresolved Loss. Deliveries of Escrow Shares to the Shareholders\npursuant to this Section 8.2(b) shall be made in proportion to their respective\noriginal contributions to the Escrow Fund.\n\n        (c)    Protection of Escrow Fund.\n               -------------------------\n\n        (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the\nEscrow Period, shall treat such fund as a trust fund in accordance with the\nterms of this Agreement and not as the property of Purchaser and shall hold and\ndispose of the Escrow Fund only in accordance with the terms of Section 1.7(f)\nand this Article VIII.\n\n        (ii) Any shares of Purchaser Common or other equity securities issued or\ndistributed by Purchaser (including shares issued upon a stock split) in respect\nof shares of Purchaser Common in the Escrow Fund at the time of issuance or\ndistribution shall be added to the Escrow Fund and become a part thereof. Cash\ndividends on shares of Purchaser Common in the Escrow Fund shall not be added to\nthe Escrow Fund but shall be distributed to the recordholders thereof.\n\n        (iii) Each Shareholder shall have voting rights and cash dividend\ndistribution rights with respect to the shares of Purchaser Common contributed\nto the Escrow Fund on behalf of such Shareholder (and on any voting securities\nadded to the Escrow Fund in respect of such shares of Purchaser Common Stock).\n\n        (d)    Claims Upon Escrow Fund.\n               -----------------------\n\n        (i) Upon receipt by the Escrow Agent at any time on or before 5:00 p.m.\nCalifornia time on the Expiration Date of a certificate signed by any officer of\nPurchaser (an \"Officer's Certificate\"): (A) stating that Purchaser has paid or\nproperly accrued or reasonably anticipates that it will have to pay or accrue\nLosses and specifying an aggregate amount thereof, and (B) specifying in\nreasonable detail the individual items of Losses included in the amount so\nstated, the date each such item was paid or properly accrued, or the basis for\nsuch anticipated liability, and the nature of the misrepresentation, breach of\nwarranty or covenant to which such item is related and to the extent known a\nreasonable summary of the facts underlying the claim, and if no objection is\nreceived from the Shareholders' Representative in accordance with Section\n8.2(e), the Escrow Agent shall, subject to the provisions of Section 8.2(e)\nhereof, deliver to Purchaser out of the Escrow Fund, as promptly as practicable,\nshares of Purchaser Common Stock held in the Escrow Fund in an amount equal to\nsuch Losses.\n\n        (ii) For the purposes of determining the number of shares of Purchaser\nCommon to be delivered to Purchaser pursuant to Section 8.2(d)(i) hereof, the\nshares of Purchaser Common shall be valued at the Purchaser Common Average\nPrice. Purchaser shall certify such fair market value in a certificate\n\n                                      -47-\n\n\n\n\n\n\nsigned by Purchaser and shall deliver such certificate to the Escrow Agent at\nthe time the Escrow Agreement shall be executed.\n\n        (e) Objections to Claims. At the time of delivery of any Officer's\n            --------------------\nCertificate to the Escrow Agent, a duplicate copy of such certificate shall be\ndelivered to the Shareholders' Representative in the manner contemplated by\nSection 10.1 and for a period of 30 days after such delivery, the Escrow Agent\nshall make no delivery to Purchaser of any Escrow Shares pursuant to Section\n8.2(d) hereof unless the Escrow Agent shall have received written authorization\nfrom the Shareholders' Representative to make such delivery. After the\nexpiration of such 30-day period, the Escrow Agent shall make delivery of shares\nof Purchaser Common from the Escrow Fund in accordance with Section 8.2(d)\nhereof, provided that no such payment or delivery may be made if the\nShareholders' Representative shall object in a written statement to the claim\nmade in the Officer's Certificate, and such statement shall have been delivered\nto the Escrow Agent prior to the expiration of such 30-day period.\n\n        (f)    Resolution of Conflicts; Arbitration.\n               ------------------------------------\n\n        (i) In case the Shareholders' Representative shall object in writing to\nany claim or claims made in any Officer's Certificate, the Shareholders'\nRepresentative and Purchaser shall attempt in good faith to agree upon the\nrights of the respective parties with respect to each of such claims. If the\nShareholders' Representative and Purchaser should so agree, a memorandum setting\nforth such agreement shall be prepared and signed by both parties and shall be\nfurnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any\nsuch memorandum and distribute shares of Purchaser Common from the Escrow Fund\nin accordance with the terms thereof.\n\n        (ii) If no such agreement can be reached after good faith negotiation,\neither Purchaser or the Shareholders' Representative may demand arbitration of\nthe matter unless the amount of the damage or loss is at issue in pending\nlitigation with a third party, in which event arbitration shall not be commenced\nuntil such amount is ascertained or both parties agree to arbitration; and in\neither such event the matter shall be settled by arbitration conducted by three\narbitrators. Purchaser and the Shareholders' Representative shall each select\none arbitrator, and the two arbitrators so selected shall select a third\narbitrator, each of which arbitrators shall be independent and have at least ten\nyears relevant experience. The arbitrators shall set a limited time period and\nestablish procedures designed to reduce the cost and time for discovery while\nallowing the parties an opportunity, adequate in the sole judgment of the\narbitrators, to discover relevant information from the opposing parties about\nthe subject matter of the dispute. The arbitrators shall rule upon motions to\ncompel or limit discovery and shall have the authority to impose sanctions,\nincluding attorneys' fees and costs, to the extent as a court of competent law\nor equity, should the arbitrators determine that discovery was sought without\nsubstantial justification or that discovery was refused or objected to without\nsubstantial justification. The decision of a majority of the three arbitrators\nas to the validity and amount of any claim in such Officer's Certificate shall\nbe binding and conclusive upon the parties to this Agreement, and\nnotwithstanding anything in Section 8.2(e) hereof, the Escrow Agent shall be\nentitled to act in accordance with such decision and make or withhold payments\nout of the Escrow Fund in accordance therewith. Such decision shall be written\nand shall be supported by written findings of fact and conclusions which shall\nset forth the award, judgment, decree or order awarded by the arbitrators. The\nfees and expenses of the three arbitrators and the costs of the arbitrators\nshall be borne by the non-prevailing party to the arbitration. For purposes of\nthe foregoing, in any arbitration hereunder in which any claim or the amount\nstated in the Officer's Certificate is at issue, Purchaser shall be deemed to be\nthe non-prevailing party in the event that the arbitrators award Purchaser less\nthan the sum of one-half (1\/2) of the disputed amount plus any amounts not in\ndispute; otherwise, the Shareholders as represented by the Shareholders'\nRepresentative shall be\n\n                                      -48-\n\n\n\n\n\n\ndeemed to be the non-prevailing party. In all other instances, the arbitrators\nshall make a ruling as to which of the parties shall be deemed the\nnon-prevailing party.\n\n        (iii) Judgment upon any award rendered by the arbitrators may be entered\nin any court having jurisdiction. Any such arbitration shall be held in New\nYork, New York in accordance with the Center for Public Resources Rules for\nNon-Administered Arbitration of Business Disputes. The arbitration shall be\ngoverned by the provisions of the United States Arbitration Act, 9 U.S.C. ss.\n1-16.\n\n        (iv) The parties hereto acknowledge that it is their intention in\nentering into this Agreement and establishing the dispute resolution mechanism\ncontemplated by this Section 8.2(f) that all disputes under this Agreement\nfollowing the Closing and relating to claims under Section 8.2(d) shall be\nresolved by good faith negotiation and arbitration in the manner contemplated by\nthis Section 8.2(f). In the period prior to Closing, disputes under this\nAgreement may be resolved by any legal means available to the parties.\n\n        (g) Actions of the Shareholders' Representative. A decision, act,\n            -------------------------------------------\nconsent or instruction of the Shareholders' Representative shall constitute a\ndecision of all the Shareholders for whom a portion of the Escrow Shares\notherwise issuable to them are deposited in the Escrow Fund and shall be final,\nbinding and conclusive upon each of the Shareholders, and the Escrow Agent and\nPurchaser may rely upon any such decision, act, consent or instruction of the\nShareholders' Representative as being the decision, act, consent or instruction\nof each Shareholder. The Escrow Agent and Purchaser are hereby relieved from any\nliability to any person for any acts done by them in accordance with such\ndecision, act, consent or instruction of the Shareholders' Representative.\n\n        (h) Third-Party Claims. In the event Purchaser becomes aware of a\n            ------------------\nthird-party claim which Purchaser believes may result in a demand against the\nEscrow Fund, Purchaser shall promptly notify the Shareholders' Representative of\nsuch claim, and the Shareholders' Representative, as representative for the\nShareholders, shall be entitled, at his expense (which expense shall pursuant to\nand subject to the limitations set forth in Section 1.7(f) be payable out of the\nEscrow Fund), to participate in any defense of such claim. If the amount in\ncontroversy in connection with any third-party claim shall be less than the\nvalue of the Escrow Shares remaining in the Escrow Fund (determined in\naccordance with Section 8.2(d)) and the Shareholders' Representative\nacknowledges in writing to Purchaser that if the allegations in such claim are\nin fact true then any liability arising from the adjudication or other\nsettlement of such claim would be for the account of the Shareholders and would\nbe a valid claim against the Escrow Fund, then the Shareholders' Representative\nshall be entitled to assume the defense of such claim and, if at the time any\nsettlement of such claim shall be proposed, the amount in controversy shall\ncontinue to be less than the value of the Escrow Shares remaining in the Escrow\nFund (determined in accordance with Section 8.2(d)), shall have the power to\nsettle such claim in an amount not to exceed such remaining value. If the\nShareholders' Representative is not entitled to or chooses not to assume the\ndefense of any such claim, Purchaser shall consult with and attempt to solicit\nthe consent of the Shareholders' Representative prior to and in connection with\nany settlement of any such claim, but Purchaser shall have the right in its sole\ndiscretion to settle any such claim. If any such claim is, however, settled\nwithout the consent of the Shareholders' Representative and Purchaser seeks to\nrecover the amount of the settlement by claiming against the Escrow Fund, the\nsettlement of any such claim with third-party claimants shall not alone be\ndeterminative of the amount of any claim against the Escrow Fund and the\nShareholders' Representative may dispute such amount through the process\nprovided by Section 8.2(f). In the event that the Shareholders' Representative\nhas consented in writing to any such settlement and acknowledged that the claim\nby Purchaser is a valid claim against the Escrow Fund, the Shareholders'\nRepresentative shall have no power or authority to object under any provision\n\n                                      -49-\n\n\n\n\n\n\nof this Article VIII to the amount of any claim by Purchaser against the Escrow\nFund with respect to such settlement.\n\n        (i) Claims Resulting From Breaches of Shareholder Representations. If\n            -------------------------------------------------------------\nany claims for indemnity by Purchaser hereunder shall be based upon a Loss\nresulting from the inaccuracy of one or more of the representations of a\nShareholder under Article III, then, notwithstanding the terms of Section\n8.2(a), the claim against the Escrow Fund shall not be paid on a pro rata basis\nfrom the Escrow Shares allocated to all of the Shareholders, but instead shall\nbe deemed paid out of the Escrow Shares allocated to the breaching Shareholder.\nAny such disproportionate distribution of Escrow Shares shall be duly noted in\nthe records of the Escrow Agent and shall be reflected in the final distribution\nof Escrow Shares to the Shareholders upon the termination of the Escrow Period.\nFurthermore, if any claims for indemnity by Purchaser hereunder shall be based\nupon a Loss that is not limited to the Escrow Fund resulting from a fraudulent\naction on the part of a Shareholder, all claims hereunder by Purchaser with\nrespect to such Loss shall be made against the Shareholder engaging in the\nfraudulent action and not against the other Shareholders.\n\n        (j) Change of Trade. The Shareholders shall not be liable for any claims\n            ---------------\n(or portion thereof) for indemnity under the warranties in Section 4.13 or for a\nclaim arising pursuant to Section 8.3 to the extent that such claims (or portion\nthereof) arise or are exacerbated as a result of any change in the nature or\nconduct of the trade or business of the Subsidiary after the Closing.\n\n        8.3    Claims Resulting From Breaches of Certain Representations and \n               -------------------------------------------------------------\n               Warranties.\n               ----------\n\n        (a) Subject to Section 8.3(b) below, Purchaser shall be deemed to have a\nclaim for the purposes of this Article VIII if and to the extent that:\n\n               (i) any expenditure incurred by the Subsidiary in any acounting\n        period up to and including the year ended December 31, 1997 is not\n        available for set-off against the investment income received by the\n        Subsidiary in any accounting period up to and including the year ended\n        December 31, 1997; and\/or\n\n               (ii) the Subsidiary agrees with HM Inspector of Taxes in its tax\n        computation for the year ended December 31, 1996 that it has fewer than\n        (pound)614,831 Schedule D, Case I trading losses as at December 31, 1996\n        that are available for carry forward or carry back.\n\n        For the purposes of a claim pursuant to this Section 8.3, it shall not\nbe a defense to any claim that Purchaser knew or ought to have known about the\nsubject of the claim by reason of anything disclosed in the Original Disclosure\nSchedule or the Disclosure Schedule.\n\n        (b) For the purposes of this Section 8.3, the amount of the Loss arising\nas a result of a claim under Section 8.3(a) shall be:\n\n               (i) in the case of a claim pursuant to Section 8.3(a)(i), the\n        amount of tax that actually becomes payable by the Subsidiary as a\n        result of the non-availability of expenditure for set-off against the\n        investment income received by the Subsidiary in any accounting period up\n        to and including the year ended December 31, 1997; and\/or\n\n               (ii) in the case of a claim pursuant to Section 8.3(a)(ii), the\n        amount of tax that would have been saved but for the non-availability\n        for carry forward or carry back of Schedule D, Case\n\n                                      -50-\n\n\n\n\n\n\n        I trading losses (assuming for purposes of this Section 8.3(b)(ii) only\n        that there would have been sufficient future trading profits against\n        which such trading losses could have been offset in full had such\n        trading losses been available).\n\n\n                                   ARTICLE IX\n\n                        TERMINATION, AMENDMENT AND WAIVER\n                        ---------------------------------\n\n        9.1  Termination.  This Agreement may be terminated and the \n             -----------\ntransactions contemplated hereby abandoned at any time prior to the Closing:\n\n        (a)    By mutual written consent of the Company and Purchaser;\n\n        (b) By Purchaser or the Company if: (i) the Closing has not occurred by\nOctober 30, 1998 (provided that the right to terminate this Agreement under this\nclause (i) shall not be available to any party whose willful failure to fulfill\nany obligation hereunder has been the cause of, or resulted in, the failure of\nthe Closing to occur on or before such date); (ii) there shall be a final\nnon-appealable order, decree or ruling of a court of competent jurisdiction in\neffect preventing consummation of the transactions contemplated hereby; or (iii)\nthere shall be any statute, rule, regulation or non-appealable order enacted,\npromulgated or issued or deemed applicable to the transactions contemplated\nhereby by any governmental entity that would make consummation of such\ntransactions illegal;\n\n        (c) By Purchaser or the Company if there shall be any action taken, or\nany statute, rule, regulation or order enacted, promulgated or issued or deemed\napplicable to the transactions contemplated hereby by any governmental entity,\nwhich would: (i) prohibit Purchaser's or the Company's ownership or operation of\nany portion of the business of the Company or (ii) compel Purchaser or the\nCompany to dispose of or hold separate, as a result of the transactions\ncontemplated hereby, any portion of the business or assets of the Company or\nPurchaser; in either case, the unavailability of which assets or business would\nhave a material adverse effect on Purchaser or would reasonably be expected to\nhave a material adverse effect on Purchaser's ability to realize the benefits\nexpected from the transactions contemplated hereby.\n\n        (d) By Purchaser if it is not in material breach of its representations,\nwarranties or obligations under this Agreement and there has been a breach of\nany representation, warranty, covenant or agreement contained in this Agreement\non the part of the Shareholders or the Company or if any representation or\nwarranty of the Shareholders or the Company shall have become untrue, in either\ncase such that the conditions set forth in Section 7.3 would not be satisfied;\nprovided, however, if such breach or breaches are capable of being cured prior\nto the Closing, such breaches shall not have been cured within 30 days of\ndelivery to the Company and the Shareholders' Representative of written notice\nof such breach or breaches (but no such cure period shall be required if such\nbreach by its nature cannot be cured);\n\n        (e) By the Company if it and the Shareholders are not in material breach\nof its representations, warranties or obligations under this Agreement and there\nhas been a breach of any representation, warranty, covenant or agreement\ncontained in this Agreement on the part of Purchaser or if any representation or\nwarranty of Purchaser shall have become untrue, in either case such that the\nconditions set forth in Section 7.2 would not be satisfied; provided, however,\nif such breach or breaches are capable of being cured prior to the Closing, such\nbreaches shall not have been cured within 30 days of delivery\n\n                                      -51-\n\n\n\n\n\n\nto Purchaser of written notice of such breach or breaches (but no such cure\nperiod shall be required if such breach by its nature cannot be cured);\n\n        Where action is taken to terminate this Agreement pursuant to this\nSection 9.1, it shall be sufficient for such action to be authorized by the\nBoard of Directors (as applicable) of the party taking such action.\n\n        9.2 Effect of Termination. In the event of termination of this Agreement\n            ---------------------\nas provided in Section 9.1, this Agreement shall forthwith become void and there\nshall be no liability or obligation on the part of Purchaser or the\nShareholders, or their respective subsidiaries, officers, directors or\nstockholders, provided that, the provisions of Section 6.2 and Article IX of\nthis Agreement shall remain in full force and effect and survive any termination\nof this Agreement and provided that nothing herein shall relieve any party from\nliability for any willful or intentional breach of its representations,\nwarranties, covenants or agreements in this Agreement.\n\n        9.3 Amendment or Supplement. This Agreement may not be amended or\n            -----------------------\nsupplemented except by an instrument in writing signed by or on behalf of\nPurchaser, the Company and the Shareholders' Representative (on behalf of the\nShareholders).\n\n        9.4 Extension of Time, Waiver. At any time prior to the Closing,\n            -------------------------\nPurchaser, on the one hand, and the Company and the Shareholders'\nRepresentative, on behalf of the Shareholders, on the other hand, may, to the\nextent legally allowed:\n\n               (a)    Extend the time for the performance of any of the \n        obligations or other acts of the other party hereto,\n\n               (b)    Waive any inaccuracies in the representations and \n        warranties made to such party contained herein or in any document \n        delivered pursuant hereto, and\n\n               (c) Waive compliance with any of the agreements or conditions for\n        the benefit of such party contained herein; provided, that no failure or\n        delay by any party hereto in exercising any right hereunder shall\n        operate as a waiver thereof nor shall any single or partial exercise\n        thereof preclude any other or further exercise thereof or the exercise\n        of any other right hereunder.\n\nAny agreement on the part of any party hereto to any such extension or waiver\nshall be valid if set forth in an instrument in writing signed on behalf of such\nparty.\n\n\n                                    ARTICLE X\n\n                                     GENERAL\n                                     -------\n\n        10.1 Notices. Any notice, request, instruction or other document to be\n             -------\ngiven hereunder by any party to the other shall be in writing and shall be\ndeemed to have been given or made if in writing and (a) delivered personally, as\nof the date of such delivery, (b) by telecopy as of the date of receipt of\nconfirmation of transmission (provided that such telecopy was promptly confirmed\nby personal delivery, first class mail, or courier), or (c) by internationally\nrecognized delivery service guaranteeing delivery in two business days or less,\nwith the price of delivery paid by the sender, as of the date of such delivery,\nto the parties at the following addresses and numbers:\n\n                                      -52-\n\n\n\n\n\n\n        (i)    If to Purchaser:\n\n               Incyte Pharmaceuticals, Inc.\n               3174 Porter Drive\n               Palo Alto, CA 94304\n               Attn:  Chief Executive Officer\n               Fax:  001-650-845-4574\n\n        with a copy to:\n\n               Pillsbury Madison &amp; Sutro LLP\n               235 Montgomery Street\n               San Francisco, CA 94104\n               Attn:  Stanton D. Wong\n               Fax:  001-415-983-7396\n\n        and to\n\n               Taylor Joynson Garrett\n               Carmelite\n               50 Victoria Embankment\n               Blackfriars\n               London, England EC4Y 0DX\n               Attn:  David N. Kent\n               Fax:  011-44-171-936-2666\n\n        (ii)   If to the Company:\n\n               Hexagen Limited\n               214 Cambridge Science Park\n               Milton Road\n               Cambridge, England CB4 4WA\n               Attn:  Chief Executive Officer\n               Fax:  011-44-1223-424855\n\n        with a copy to:\n\n               Venture Law Group\n               2800 Sand Hill Road\n               Menlo Park, CA 94025\n               Attn:  Steven J. Tonsfeldt\n               Fax:  001-650-233-8386\n\n\n                                      -53-\n\n\n\n\n\n\n        and to\n\n               Cameron McKenna\n               Mitre House\n               160 Aldersgate Street\n               London, England EC1A 4DD\n               Attn:  Richard H. Tyler\n               Fax:  011-44-171-367-2000\n\n        (iii)  If to the Shareholders' Representative:\n\n               Stephen W. Bunting, Ph.D.\n               Director\n               Abingworth Management Limited\n               38 Jermyn Street\n               London, England SW1Y 6DN\n               Fax:  011-44-171-287-0480\n\n        with a copy to:\n\n               Testa, Hurwitz &amp; Thibeault, LLP\n               High Street Tower\n               125 High Street\n               Boston, MA 02110\n               Attn:  Daniel P. Finkelman\n               Fax:  001-617-248-7100\n\n        (iv)   If to any Shareholder:\n\n               To such Shareholder at the address set forth\n               on Schedule I\n\n\nor to such other address as may be designated in writing by the parties, by a \nnotice given as aforesaid.\n\n        10.2 Headings. The headings of the several sections of this Agreement\n             --------\nare inserted for convenience of reference only and are not intended to affect\nthe meaning or interpretation of this Agreement.\n\n        10.3 Counterparts. This Agreement may be executed in counterparts, and\n             ------------\nwhen so executed each counterpart shall be deemed to be an original, and said\ncounterparts together shall constitute one and the same instrument.\n\n        10.4 Entire Agreement; Assignment. This Agreement, the Schedules and\n             ----------------------------\nExhibits hereto (including the Disclosure Schedule), and the documents and\ninstruments and other agreements among the parties hereto referenced herein\n(including the Master Agreement and together with the Confidentiality Agreement\nbetween Purchaser and the Subsidiary effective as of September 18, 1997): (a)\nconstitute the entire agreement among the parties with respect to the subject\nmatter hereof and supersede all prior agreements and understandings, both\nwritten and oral, among the parties with respect\n\n                                      -54-\n\n\n\n\n\n\nto the subject matter hereof and (b) shall not be assigned by operation of law\nor otherwise except as mutually agreed in writing between the parties, except\nthat Purchaser may transfer or assign its rights, interests or obligations\nhereunder in whole or in part to one or more direct or indirect subsidiaries of\nPurchaser upon notice to the Company and the Shareholders, provided that no such\ntransfer or assignment shall relieve Purchaser of any of its obligations\nhereunder. This Agreement will be binding upon and inure to the benefit of the\nparties and their respective heirs, executors, administrators, successors and\npermitted assigns.\n\n        10.5 Severability. In the event that any provision of this Agreement or\n             ------------\nthe application thereof, becomes or is declared by a court of competent\njurisdiction to be illegal, void or unenforceable, the remainder of this\nAgreement will continue in full force and effect and the application of such\nprovision to other persons or circumstances will be interpreted so as reasonably\nto effect the intent of the parties hereto. The parties further agree to replace\nsuch void or unenforceable provision of this Agreement with a valid and\nenforceable provision that will achieve, to the extent possible, the economic,\nbusiness and other purposes of such void or unenforceable provision.\n\n        10.6 Other Remedies. Except as otherwise provided herein, any and all\n             --------------\nremedies herein expressly conferred upon a party will be deemed cumulative with\nand not exclusive of any other remedy conferred hereby, or by law or equity upon\nsuch party, and the exercise by a party of any one remedy will not preclude the\nexercise of any other remedy.\n\n        10.7 Interpretation. References in this Agreement to \"(pound)\" or\n             --------------\n\"Pounds\" and \"p\" or \"pence\" shall mean the lawful currency of England and Wales\nand references to \"$\" or \"Dollars\" shall mean the lawful currency of the United\nStates. For any conversion between the currencies the exchange rate shall be\n$1.63 to (pound)1.00.\n\n        10.8 Governing Law. This Agreement shall be governed by and construed in\n             -------------\naccordance with the laws of the State of California, USA, except the provisions\nof Sections 1.7 and 10.11 hereof, which shall be governed by and construed in\naccordance with English law (and in respect of such Sections as shall be\ngoverned by English law, each party to this Agreement submits to the exclusive\njurisdiction of the English courts (subject in all cases to the terms of Section\n8.2(f)(iv))), in each case, regardless of the laws that might otherwise govern\nunder applicable principles of conflicts of laws thereof.\n\n        10.9 Appointment of Agent. Subject to the terms of Section 1.7 and\n             --------------------\nArticle VIII, the Shareholders hereby irrevocably appoint the Shareholders'\nRepresentative as their agent to accept service of legal proceedings in\nconnection with all matters arising out of this Agreement and the transactions\ncontemplated by this Agreement and agree that any writ, judgment or other notice\nof legal process in connection with any such legal action or proceedings shall\nbe sufficiently served if delivered to such person.\n\n                                      -55-\n\n\n\n\n\n\n        10.10 Absence of Third-Party Beneficiary Rights. No provision of this\n              -----------------------------------------\nAgreement is intended, or will be interpreted, to provide to or create for any\nthird-party beneficiary rights or any other rights of any kind in any client,\ncustomer, affiliate, shareholder, employee, partner or any party hereto or any\nother person or entity, and all provisions hereof will be personal solely\nbetween the parties to this Agreement, except that the provisions of Section\n6.10 shall be for the benefit of, and enforceable by, the indemnified parties\nreferred to therein.\n\n        10.11 Restrictive Trade Practices Act. Where this Agreement is or forms\n              -------------------------------\npart of an agreement which is subject to registration under the Restrictive\nTrade Practices Act 1976, as amended, of England (\"RTPA\"), no restriction\naccepted or information provision made under that agreement shall be given\neffect to or enforced until the day after particulars of the agreement shall\nhave been furnished to the Director General of Fair Trading under section 24 of\nthe RTPA. If any party shall wish to furnish such particulars, the other parties\nwill render such cooperation and undertake such action as may reasonably be\nrequired of them for such purpose so that particulars may be furnished as soon\nas practicable following the signature of this Agreement and each of the parties\nconsents to the disclosure of all information so furnished. In this Section, the\nwords and terms \"agreement\" and \"subject to registration\" shall have the\nmeanings respectively given to them by the RTPA and the reference to\n\"restrictions accepted\" or \"information provisions made\" under the agreement\nshall be to restrictions accepted or information provisions made by virtue of\nwhich the agreement is subject to registration.\n\n        IN WITNESS WHEREOF, Purchaser and the Company have caused this Agreement\nto be executed, and this Agreement has been executed and delivered as a deed by\nthe Shareholders, all as of the date first above written.\n\n                                       INCYTE PHARMACEUTICALS, INC.\n\n\n\n                                       By   \/s\/ Denise M. Gilbert\n                                          --------------------------------------\n\n                                       Title  Executive Vice President and CFO\n                                             -----------------------------------\n\n\n                                       HEXAGEN LIMITED\n\n\n\n                                       By  \/s\/ Mark W. Bodmer\n                                          --------------------------------------\n\n\n                                       Title  Chief Executive\n                                             -----------------------------------\n\n\n                                      -56-\n\n\n\n\n\n                                    SHAREHOLDERS:\n\n                                    Executed as a deed by \n                                    ANDREW AMBLER\n                                    in the presence of:\n\n\/s\/ Andrew Ambler                   \/s\/ Andrew P. Sandham\n\n                                    Name Andrew P. Sandham\n                                         -------------------------------------\n\n                                    Address 49e Fen End Over, Camb. CB4 5NE\n                                            ----------------------------------\n\n                                    Occupation Company Director\n                                               -------------------------------\n\n\n\n                                    Executed as a deed by\n                                    NAVEED ANWAR\n                                    in the presence of:\n\n\/s\/ Naveed Anwar                    \/s\/ Andrew P. Sandham\n\n                                    Name Andrew P. Sandham\n                                         -------------------------------------\n\n                                    Address 49e Fen End Over, Camb. CB4 5NE\n                                            ----------------------------------\n\n                                    Occupation Company Director\n                                               -------------------------------\n\n\n\n                                    Executed as a deed by\n                                    INES BARROSO\n                                    in the presence of:\n\n\/s\/ Ines Barroso                    \/s\/ Mark W. Bodmer\n\n                                    Name Mark W. Bodmer\n                                         -------------------------------------\n\n                                    Address 37A Madingley Road, Cambridge CB3\n                                            ----------------------------------\n                                    OBL\n                                    ------------------------------------------\n\n                                    Occupation Company Director\n                                               -------------------------------\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     MARK BODMER\n                                     in the presence of:\n\n\/s\/ Mark Bodmer                      \/s\/ Andrew P. Sandham\n\n                                     Name Andrew P. Sandham\n                                          ------------------------------------\n\n                                     Address 49e Fen End Over, Camb. CB4 5NE\n                                            ----------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     LYNDA CONNON\n                                     in the presence of:\n\n\/s\/ Lynda Connon                     \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     RACHAEL CUBBERLEY\n                                     in the presence of:\n\n\/s\/ Rachael Cubberley                \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     DARREN CUTHBERT-HEAVENS\n                                     in the presence of:\n\n\/s\/ Darren Cuthbert-Heavens          \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n                                     Executed as deed by\n                                     ANNE ELLIOT\n                                     in the presence of:\n\n\/s\/ Anne Elliot                      \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     JAMIE FOSTER\n                                     in the presence of:\n\n\/s\/ Jamie Foster                     \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     MIKE GILCHRIST\n                                     in the presence of:\n\n\/s\/ Mike Gilchrist                   \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     SIMON KELLEY\n                                     in the presence of:\n\n\/s\/ Simon Kelley                     \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     ALLISON KINGSBURY\n                                     in the presence of:\n\n \/s\/ Allison Kingsbury               \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n\n                                     Executed as a deed by \n                                     INGE LOUDON VAN-BAKEL \n                                     in the presence of:\n\n \/s\/ Inge Loudon Van-Bakel           \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     GARETH MASLEN\n                                     in the presence of:\n\n\/s\/ Gareth Maslen                    \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     GOS MICKLEM\n                                     in the presence of:\n\n\/s\/ Gos Micklem                      \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     MIKE PALMER\n                                     in the presence of:\n\n\/s\/ Mike Palmer                      \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n\n\n\n                                     Executed as a deed by\n                                     JANE REED\n                                     in the presence of:\n\n\/s\/ Jane Reed                        \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     ANDREW SANDHAM\n                                     in the presence of:\n\n\/s\/ Andrew Sandham                   \/s\/ Mark W. Bodmer\n\n                                     Name Mark William Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     ALAN SCHAFER\n                                     in the presence of:\n\n\/s\/ Alan Schafer                     \/s\/ Jamie W. Foster\n\n                                     Name Jamie W. Foster\n                                          ------------------------------------\n\n                                     Address 10 Trafalgar Road, Cambridge CB4\n                                             ---------------------------------\n                                     IEU\n                                     -----------------------------------------\n\n                                     Occupation Scientist\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     PETER SWARBRICK\n                                     in the presence of:\n     \n\/s\/ Peter Swarbrick                  \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     KAREN THOMAS\n                                     in the presence of:\n\n\/s\/ Karen Thomas                     \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n                                     Executed as a deed by\n                                     DAVID TOWNLEY\n                                     in the presence of:\n\n\/s\/ David Townley                    \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n                                     Executed as a deed by\n                                     TOM WEAVER\n                                     in the presence of:\n\n\/s\/ Tom Weaver                       \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n                                     Occupation Company Director\n\n\n\n                                     Executed as a deed by\n                                     POLLY WELLER\n                                     in the presence of:\n\n\/s\/ Polly Weller                     \/s\/ Mark W. Bodmer\n\n                                     Name Mark W. Bodmer\n                                          ------------------------------------\n\n                                     Address 37A Madingley Road, Cambridge CB3\n                                             ---------------------------------\n                                     OBL\n                                     -----------------------------------------\n\n                                     Occupation Company Director\n                                                ------------------------------\n\n\n\n\n\n\n\n\n                                       Executed as a deed by\n                                       P. V. ALLEN\n                                       for and on behalf of CELLTECH plc\n\n                                       \/s\/ P. V. Allen\n\n\n\n                                       Executed as a deed by\n                                       RUDOLF BALLING\n                                       in the presence of:\n\n\/s\/ Rudolf Balling                     \/s\/ Heidi Peczkowski\n\n                                       Name Heidi Peczkowski\n                                            -----------------------------------\n\n                                       Address Mittenkeimerstr 15, \n                                               85386 Ecking,\n                                               --------------------------------\n                                       Germany\n                                       ----------------------------------------\n\n                                       Occupation Secretary TSF\/156\n                                                  -----------------------------\n\n\n\n                                       Executed as a deed by\n                                       PETER GOODFELLOW\n                                       in the presence of:\n\n\/s\/ Peter Goodfellow                   \/s\/ Sally Miles\n\n                                       Name Sally Miles\n                                            -----------------------------------\n\n                                       Address Smith Kline Beecham, \n                                               Third Avenue, Harlow, Essex\n                                               --------------------------------\n\n                                       Occupation Secretary\n                                                  -----------------------------\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of ABINGWORTH\n                                       BIOVENTURES SICAV\n\n                                       \/s\/ A. P. Sandham\n\n\n \n\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of APAX PARTNERS &amp; CO. VENTURES LIMITED IL V-B\n\n                                       \/s\/ A. P. Sandham\n\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of ATLAS VENTURES\n                                       EUROPE FUND B.V.\n\n                                       \/s\/ A. P. Sandham\n\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of CODON TRUST\n                                       COMPANY LIMITED as trustee of\n                                       SCHRODER VENTURES\n                                       INTERNATIONAL LIFE SCIENCE FUND\n                                       TRUST\n\n                                       \/s\/ A. P. Sandham\n\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of NEA VENTURES 1996\n                                       L.P.\n\n                                       \/s\/ A. P. Sandham\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of NEW ENTERPRISE\n                                       ASSOCIATES VI LP\n\n                                       \/s\/ A. P. Sandham\n\n\n\n\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of SUK VF IV NOMINEES\n                                       LIMITED\n\n                                       \/s\/ A. P. Sandham\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of SCHRODER VENTURE\n                                       MANAGERS INC. as general partner of\n                                       SCHRODER VENTURES INTER-\n                                       NATIONAL LIFE SCIENCES FUND LP1\n\n                                       \/s\/ A. P. Sandham\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of SCHRODER VENTURE\n                                       MANAGERS LIMITED as Manager of\n                                       SCHRODER VENTURES\n                                       INTERNATIONAL LIFE SCIENCES FUND\n                                       CO-INVESTMENT SCHEME\n\n                                       \/s\/ A. P. Sandham\n\n\n\n                                       Executed as a deed by\n                                       A. P. SANDHAM as attorney\n                                       for and on behalf of SCHRODER VENTURE\n                                       MANAGERS INC. as general partner of\n                                       SCHRODER VENTURES\n                                       INTERNATIONAL LIFE SCIENCES FUND\n                                       LP2\n\n                                       \/s\/ A. P. Sandham\n\n\n\n\n\n\n                                    Exhibit B\n                                    ---------\n\n\n                                ESCROW AGREEMENT\n                                ----------------\n\n\n     THIS ESCROW AGREEMENT, made as of the ____ day of September, 1998, by and\namong INCYTE PHARMACEUTICALS, INC., a Delaware corporation (\"Purchaser\"), and\nStephen W. Bunting, Ph.D., as Shareholders' Representative (\"Shareholders'\nRepresentative\") for each of the former shareholders (the \"Shareholders\") of\nHEXAGEN LIMITED, a company incorporated in England and Wales (the \"Company\"),\nand U.S. Bank Trust N.A., San Francisco, California (\"Escrow Agent\"),\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Purchaser, the Company and the Shareholders have entered into a\nShare Purchase Agreement of even date herewith (the \"Share Purchase Agreement\")\npursuant to which Purchaser will purchase all of the issued and outstanding\nshare capital of the Company from the Shareholders, a copy of which Share\nPurchase Agreement has been delivered to the Escrow Agent; and\n\n     WHEREAS, Section 8.2 of the Share Purchase Agreement provides that the\nShareholders will deposit with the Escrow Agent that number of shares of\nPurchaser's Common Stock issued to the Shareholders (the \"Escrow Shares\") in\nconnection with the Purchase as is determined in accordance with Section 1.5 of\nthe Share Purchase Agreement (plus any additional shares as may be issued upon\nany stock split, stock dividend or recapitalization effected by Purchaser with\nrespect to the Escrow Shares after the closing under the Share Purchase\nAgreement) into an escrow for the purpose of securing Purchaser's claims for\nindemnification pursuant to Article VIII of the Share Purchase Agreement; and\n\n     WHEREAS, the Escrow Agent is willing to act as escrow agent for Purchaser\nand the Shareholders on the terms and conditions hereinafter set forth:\n\n     NOW THEREFORE, in consideration of the mutual covenants, agreements and\nconditions set forth herein, the parties hereto agree as follows:\n\n     1.  Definitions. Capitalized terms not otherwise defined in this Escrow\n         -----------\nAgreement shall have the meanings set forth in the Share Purchase Agreement.\n\n     2.  Consent of Shareholders. By virtue of each of the Shareholders'\n         -----------------------\nentering into the Share Purchase Agreement, each of the Shareholders has\nconsented: (a) to the indemnification of Purchaser as set forth in Article VIII\nof the Share Purchase Agreement, (b) to be bound by the terms of this Escrow\nAgreement, (c) to be a party hereto with the same force and effect as if they\nwere signatories hereto, including, without limitation, the appointment of the\nShareholders' Representative as their representative for purposes of this\nEscrow Agreement and as attorney-in-fact and agent for and on behalf of each\nShareholder, and (d) to the taking by the Shareholders' Representative of any\nand all actions and the making of any decisions required or permitted to be\ntaken or made by such Shareholders' Representative under this Escrow Agreement\nand the Share Purchase Agreement.\n\n\n                                      B-1\n\n\n\n\n\n\n     3.  Establishment of Escrow. At the Closing, the Shareholders shall\n         -----------------------\nbe deemed to have received and deposited with the Escrow Agent the Escrow Shares\n(plus any additional shares as may be issued upon any stock split, stock\ndividend or recapitalization effected by Purchaser with respect to the Escrow\nShares after the Closing), without any act of any Shareholder. As soon as\npracticable after the Closing, a certificate for the Escrow Shares, registered\nin the name of the Escrow Agent or its nominee, will be deposited by Purchaser\nwith the Escrow Agent, such deposit to constitute an escrow fund (the \"Escrow\nFund\"). The Escrow Fund shall be held by the Escrow Agent in escrow subject to\nthe terms and conditions set forth herein and in the Share Purchase Agreement.\nPurchaser shall pay all costs and fees of the Escrow Agent in connection with\nthis Escrow Agreement, as set forth on the Depository Escrow Fee Schedule\nattached hereto (the \"Fee Schedule\").\n\n     4.  Escrow Provisions.  The provisions of the escrow shall be as set forth\n         -----------------\nin Article VIII of the Share Purchase Agreement, the Fee Schedule and the\nGeneral Provisions for Corporate Escrow Agreements attached hereto (the \"General\nProvisions\"). In the event of any conflict between Article VIII of the Share\nPurchase Agreement and the General Provisions or the Fee Schedule, the General\nProvisions and the Fee Schedule shall govern.\n\n     5.  Miscellaneous.\n         -------------\n\n     (a)  This Escrow Agreement shall be governed by the laws of the State of\nCalifornia without regard to principles of conflicts of laws.\n\n     (b)  Any notice, request, instruction or other document to be given\nhereunder by any party to the other shall be in writing and delivered personally\nor sent by certified mail, postage prepaid by telecopy, or by courier service,\nas follows:\n\n     If to Purchaser:\n\n          Incyte Pharmaceuticals, Inc.\n          3174 Porter Drive\n          Palo Alto, CA 94304\n          Attn: Chief Executive Officer\n          Fax:  001-650-845-4166\n\n     with a copy to:\n\n          Pillsbury Madison &amp; Sutro LLP\n          235 Montgomery Street\n          San Francisco, CA 94104\n          Attn:  Stanton D. Wong\n          Fax:  001-415-983-7396\n\n\n                                      B-2\n\n\n\n\n\n\n     and to:\n\n          Taylor Joynson Garrett\n          Carmelite\n          50 Victoria Embankment\n          Blackfriars\n          London, England EC4Y 0DX\n          Attn:  David Kent\n          Fax:  011-44-171-936-2666\n\n     If to Shareholders' Representative, as Attorney-in-Fact for the\n Shareholders:\n\n          Stephen W. Bunting, Ph.D.\n          Director\n          Abingworth Management Limited\n          38 Jermyn Street\n          London, England EC1A 4DD\n          Attn:  Richard H. Tyler\n          Fax:  011-44-171-367-2000\n\n      with a copy to:\n\n          Venture Law Group\n          2800 Sand Hill Road\n          Menlo Park, CA 94025\n          Attn:  Steven J. Tonsfeldt\n          Fax:  001-650-854-1121\n\n      and to\n\n          Cameron McKenna\n          Mitre House\n          160 Aldersgate Street\n          London, England EC1A 4DD\n          Attn:  Richard H. Tyler\n          Fax:  011-44-171-367-2000\n\n     If to Escrow Agent:\n          U.S. Bank Trust N.A.\n          Escrow Services\n          One California Street, 4th Floor\n          San Francisco, CA 94111\n          Attention:  Ms. Mary Lou Fuette\n          Fax:  001-415-273-4593\n\nor to such other persons as may be designated in writing by the parties, by a\nnotice given as aforesaid.\n\n\n                                      B-3\n\n\n\n\n\n\n     (c)  Attorneys' Fees. If any legal action is brought for the enforcement\n          ---------------\nof this Escrow Agreement, the successful or prevailing party or parties shall be\nentitled to recover reasonable attorneys' fees and other costs incurred in such\naction or proceeding, in addition to any other relief to which it may be\nentitled.\n\n         IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as\nof the date first written above.\n\n                                    INCYTE PHARMACEUTICALS, INC.\n\n\n\n                                    By\n                                       ----------------------------------\n\n                                    Title\n                                          --------------------------------\n\n\n\n                                    SHAREHOLDERS' REPRESENTATIVE, as Attorney-\n                                    in-Fact for Shareholders\n\n\n\n                                    By\n                                       ----------------------------------\n\n                                    Title\n                                          --------------------------------\n\n\n\n                                    \"ESCROW AGENT\"\n\n                                     U.S. Bank Trust N.A.\n\n\n\n                                    By\n                                       ----------------------------------\n\n                                    Title\n                                          --------------------------------\n\n\n                                      B-4\n\n\n\n\n\n\n                                    EXHIBIT C\n                                    ---------\n\n                              REGISTRATION RIGHTS\n                              -------------------\n\n\n     1.   Definitions.\n          -----------\n\n     1.1  The term \"Holder\" means any person owning or having the right to\nacquire Registrable Securities (initially, each Shareholder (as defined in the\nShare Purchase Agreement)) or any assignee thereof in accordance with Section 8\nhereof.\n\n     1.2  The terms \"register,\" \"registered\" and \"registration\" refer to a\nregistration effected by preparing and filing a registration statement or\nsimilar document in compliance with the Securities Act, and the declaration or\nordering of effectiveness of such registration statement or document;\n\n     1.3  The term \"Registrable Securities\" means (i) forty percent (40%) of the\nPurchaser Shares held by each Shareholder (rounded up to the nearest whole\nshare), and (ii) Purchaser Common issued prior to the Effective Date (as defined\nin Section 2.1 below) as a dividend or other distribution with respect to, or in\nexchange for or in replacement of, the Purchaser Shares, excluding in all cases,\nhowever, any Registrable Securities sold by a person in a transaction in which\nsuch person's registration rights are not assigned; provided, however, that any\nPurchaser Shares previously sold to the public pursuant to a registered public\noffering or pursuant to Rule 144 under the Securities Act shall cease to be\nRegistrable Securities.\n\n     1.4  All other capitalized terms not otherwise defined herein shall have\nthe meanings ascribed to them in the Share Purchase Agreement to which this\nExhibit C is attached.\n\n     2.   Registration.\n          ------------\n\n     2.1  Incyte shall prepare and file with the SEC a registration statement on\nForm S-3 for an offering to be made on a continuous basis pursuant to Rule 415\nunder the Securities Act covering the then outstanding Registrable Securities\nthen held by each Holder (the \"Registration Statement\"), and shall use\nreasonable efforts to cause the Registration Statement to be declared effective\non or prior to the date (the \"Effective Date\") that is 180 days after the\nClosing Date (as such term is defined in the Share Purchase Agreement).\n\n     2.2  A Holder may inform Incyte in writing that such Holder wishes to\nexclude all or a portion of such Holder's Registrable Securities from the\nRegistration Statement.\n\n     2.3  The registration of the Registrable Securities provided for in this\nSection 2 shall not be underwritten.\n\n\n                                      C-1\n\n\n\n\n\n\n     3.   Obligations of Incyte.  Incyte shall, as expeditiously as reasonably\n          ---------------------\npossible:\n\n     3.1  Prepare and file with the SEC the Registration Statement and use its\nreasonable efforts to cause the Registration Statement to become effective on\nor prior to the Effective Date, and keep the Registration Statement continuously\neffective under the Securities Act until the earlier to occur of (a) the\nexpiration of 180 days after the Effective Date, (b) the date on which each\nHolder can sell all of such Holder's Registrable Securities pursuant to Rule 144\nunder the Securities Act during any three-month period, or (c) such time as all\nof the Registrable Securities shall have been sold or otherwise disposed of by\nthe Holders (such period is hereinafter referred to as the \"Effectiveness\nPeriod\"). In the event that, in the reasonable judgment of Incyte, it is\nadvisable to postpone the filing or effectiveness of the Registration Statement\nor, if effective, to suspend use of the prospectus relating to the Registration\nStatement for a discrete period of time, but not in excess of 60 days (a\n\"Deferral Period\"), due to pending material corporate developments or similar\nmaterial events that have not yet been publicly disclosed and as to which Incyte\nbelieves public disclosure will be prejudicial to Incyte, Incyte shall deliver\na certificate in writing, signed by its Chief Executive Officer or Chief\nFinancial Officer, to each Holder, to the effect of the foregoing and, upon\nreceipt of such certificate, each Holder agrees not to dispose of such Holder's\nRegistrable Securities covered by the Registration Statement (other than in\ntransactions exempt from the registration requirements under the Securities Act)\nuntil such Holders are advised in writing by Incyte that use of the prospectus\nmay be resumed; provided, however, that executive officers and directors of\nIncyte shall be prohibited from selling shares of Incyte Common Stock prior to\nthe Deferral Period and there shall be no more than one Deferral Period prior\nto the Effectiveness Period and the aggregate number of days included in all\nDeferral Periods during the Effectiveness Period shall not exceed 60 days. The\nEffectiveness Period shall be extended for a period of time equal to any\nDeferral Period that occurs during the Effectiveness Period.\n\n     3.2  Prepare and file with the SEC such amendments and supplements to the\nRegistration Statement and the prospectus used in connection with the\nRegistration Statement as may be necessary to comply with the provisions of the\nSecurities Act with respect to the disposition of all securities covered by the\nRegistration Statement.\n\n     3.3  Furnish to the Holders covered by the Registration Statement such\nnumbers of copies of a prospectus, including a preliminary prospectus, in\nconformity with the requirements of the Securities Act, and such other\ndocuments as they may reasonably request in order to facilitate the disposition\nof such Registrable Securities.\n\n     3.4  Use all reasonable efforts to register and qualify the securities\ncovered by the Registration Statement under such other securities or Blue Sky\nlaws of such United States jurisdictions as shall be reasonably requested by the\nHolders thereof and keep such registrations and qualifications in effect during\nthe Effectiveness Period, provided that Incyte shall not be required in\nconnection therewith or as a condition thereto to qualify to do business or to\nfile a general consent to service of process in any such states or\njurisdictions.\n\n\n                                      C-2\n\n\n\n\n\n\n     4.   Obligations of the Holders; Procedures for Sales of Purchaser Shares\n          --------------------------------------------------------------------\nUnder the Registration Statement.\n- --------------------------------\n\n     4.1  It shall be a condition precedent to the obligations of Incyte to\ntake any action pursuant to this Exhibit C that the selling Holders shall\nfurnish to Incyte such information regarding themselves, the Registrable\nSecurities held by them, and the intended method of disposition of such\nsecurities as shall be required to effect the registration of the\nRegistrable Securities. Incyte agrees to permit all customary methods of\ndisposition (other than underwritten offerings) to be included in the plan of\ndistribution described in the Registration Statement and, to the extent\npermitted by law and reasonably concurred with by counsel for Incyte, the plan\nof distribution for any Holder that is a partnership may include distributions\nto partners of such partnership.\n\n     4.2  For any offer or sale of any of the Registrable Securities under the\nRegistration Statement by a Holder in a transaction that is not exempt under\nthe Securities Act, the Holder, in addition to complying with any other\nfederal securities laws, shall deliver a copy of the final prospectus\n(together with any amendment of or supplement to such prospectus) of Incyte\ncovering the Registrable Securities, in the form furnished to the Holder by\nIncyte, to the purchaser of any of the Registrable Securities on or before the\nsettlement date for the purchase of such Registrable Securities.\n\n     4.3  Upon the receipt by a Holder of any notice from Incyte of (1) the\nexistence of any fact or the happening of any event as a result of which the\nprospectus included in the Registration Statement, as the Registration Statement\nis then in effect, contains an untrue statement of a material fact or omits to\nstate a material fact necessary in order to make the statements therein, in the\nlight of the circumstances under which they were made, not misleading, (2) the\nissuance by the SEC of any stop order or injunction suspending or enjoining the\nuse or the effectiveness of the Registration Statement or the initiation of any\nproceedings for that purpose, or the taking of any similar action by the\nsecurities regulators of any state or other jurisdiction, or (3) the request by\nthe SEC or any other federal or state governmental agency for amendments or\nsupplements to the Registration Statement or related prospectus or for\nadditional information related thereto, such Holder shall forthwith discontinue\ndisposition of such Holder's Registrable Securities covered by the Registration\nStatement or related prospectus (other than in transactions exempt from the\nregistration requirements under the Securities Act) until such Holder's receipt\nof the supplemented or amended prospectus or until such Holder is advised in\nwriting by Incyte that the use of the applicable prospectus may be resumed. In\nsuch a case, Incyte shall as promptly as practicable (i) prepare an amendment\nto correct or update the prospectus, (ii) use its reasonable efforts to remove\nthe impediments referred to in subclause (2) above, or (iii) comply with the\nrequests referred to in subclause (3) above, and the Effectiveness Period shall\nbe extended by the number of days from and including the date of the giving of\nsuch notice to and including the date when each Holder shall have received a\ncopy of the supplemented or amended prospectus or when such Holder is advised\nin writing by Incyte that the use of the applicable prospectus may be resumed.\n\n     5.  Expenses.  Incyte shall bear and pay all expenses incurred by Incyte in\n         --------\nconnection with any registration, filing or qualification of Registrable\nSecurities with respect to the Registration Statement for each Holder thereof\n(which right may be assigned as provided in Section 8 hereof), including\n(without limitation) all registration, filing and qualification fees, printers'\nand accounting fees relating or apportionable thereto, fees and disbursements\nof counsel for Incyte, blue sky fees and expenses, including fees and\ndisbursements of counsel related to all blue sky matters, the expenses of\nproviding materials pursuant to Section 3.3 hereof, but excluding the fees and\ndisbursements of counsel for the selling Holders, stock transfer taxes that may\nbe payable by the selling Holders, and all underwriting, brokerage or other\ndiscounts and commissions relating to Registrable Securities, which shall be\nborne by the Holders.\n\n\n                                      C-3\n\n\n\n\n\n\n     6.   Delay of Registration.  No Holder shall have any right to obtain or\n         ---------------------\nseek an injunction restraining or otherwise delaying the Registration Statement\nas the result of any controversy that might arise with respect to the\ninterpretation or implementation of this Exhibit C.\n\n     7.   Indemnification.  In the event any Registrable Securities are\n          ---------------\nincluded in the Registration Statement under this Exhibit C:\n\n     7.1  To the extent permitted by law, Incyte will indemnify and hold\nharmless each Holder of such Registrable Securities, the officers and directors\nof each such Holder, and each person, if any, who controls such Holder within\nthe meaning of the Securities Act or the Exchange Act, against any losses,\nclaims, damages or liabilities (joint or several) to which they may become\nsubject under the Securities Act, the Exchange Act or other federal or state\nlaw, insofar as such losses, claims, damages or liabilities (or actions in\nrespect thereof) arise out of or are based upon any of the following statements,\nomissions or violations (collectively, a \"Violation\"): (i) any untrue statement\nor alleged untrue statement of a material fact contained in the Registration\nStatement, including any preliminary prospectus or final prospectus contained\ntherein or any amendments or supplements thereto, (ii) the omission or alleged\nomission to state therein a material fact required to be stated therein, or\nnecessary to make the statements therein not misleading, or (iii) any violation\nor alleged violation by Incyte of the Securities Act, the Exchange Act, any\nstate securities law or any rule or regulation promulgated under the Securities\nAct, the Exchange Act or any state securities law; and Incyte will reimburse\neach such Holder, officer or director, or controlling person for any legal or\nother expenses reasonably incurred by them in connection with investigating or\ndefending any such loss, claim, damage, liability or action; provided, however,\nthat the indemnity agreement contained in this Section 7.1 shall not apply to\namounts paid in settlement of any such loss, claim, damage, liability or action\nif such settlement is effected without the consent of Incyte (which consent\nshall not be unreasonably withheld), nor shall Incyte be liable in any such\ncase for any such loss, claim, damage, liability or action to the extent that it\narises out of or is based upon a Violation which occurs in reliance upon and in\nconformity with written information furnished expressly for use in connection\nwith such registration by any such Holder, officer, director, or controlling\nperson.\n\n     7.2  To the extent permitted by law, each selling Holder will indemnify\nand hold harmless Incyte, each of its directors, each of its officers who have\nsigned the Registration Statement, each person, if any, who controls Incyte\nwithin the meaning of the Securities Act, and any other Holder selling\nsecurities in the Registration Statement or any of its directors or officers or\nany person who controls such Holder, against any losses, claims, damages or\nliabilities (joint or several) to which Incyte or any such director, officer or\ncontrolling person, or other such Holder or director, officer or controlling\nperson may become subject, under the Securities Act, the Exchange Act or other\nfederal or state law, insofar as such losses, claims, damages or liabilities\n(or actions in respect thereto) arise out of or are based upon any\nViolation, in each case to the extent (and only to the extent) that such\nViolation occurs in reliance upon and in conformity with written information\nfurnished by such Holder expressly for use in connection with such registration;\nand each such Holder will reimburse any legal or other expenses reasonably\nincurred by Incyte or any such director, officer, controlling person, or other\nHolder, director, officer or controlling person in connection with investigating\nor defending any such loss, claim, damage, liability, or action; provided,\nhowever, that the indemnity agreement contained in this Section 7.2 shall not\napply to amounts paid in settlement of any such loss, claim, damage, liability\nor action if such settlement is effected without the consent of the Holder,\nwhich consent shall not be unreasonably withheld; provided, that in no event\nshall any indemnity under this Section 7.2 exceed the gross proceeds received by\nsuch Holder from the sale of Registrable Securities as contemplated hereunder.\n\n\n                                      C-4\n\n\n\n\n\n\n     7.3  Promptly after receipt by an indemnified party under this Section 7 of\nnotice of the commencement of any action (including any governmental action),\nsuch indemnified party will, if a claim in respect thereof is to be made against\nany indemnifying party under this Section 7, deliver to the indemnifying party a\nwritten notice of the commencement thereof and the indemnifying party shall\nhave the right to participate in, and, to the extent the indemnifying party so\ndesires, jointly with any other indemnifying party similarly noticed, to assume\nthe defense thereof with counsel mutually satisfactory to the parties; provided,\nhowever, that an indemnified party shall have the right to retain its own\ncounsel, with the fees and expenses to be paid by the indemnifying party, if\nrepresentation of such indemnified party by the counsel retained by the\nindemnifying party would be inappropriate due to actual or potential differing\ninterests between such indemnified party and any other party represented by such\ncounsel in such proceeding. The failure to deliver written notice to the\nindemnifying party within a reasonable time of the commencement of any such\naction, if materially prejudicial to its ability to defend such action, shall\nrelieve such indemnifying party of any liability to the indemnified party under\nthis Section 7, but the omission so to deliver written notice to the\nindemnifying party will not relieve it of any liability that it may have to any\nindemnified party otherwise than under this Section 7.\n\n     7.4  The obligations of Incyte and the Holders under this Section 7 shall\nsurvive the completion of any offering of Registrable Securities in the\nRegistration Statement under this Agreement, and otherwise.\n\n     8.   Assignment of Registration Rights.  The rights to cause Incyte to\n          ---------------------------------\nregister Registrable Securities pursuant to this Exhibit C may be assigned by\nany Holder (i) who transfers Registrable Securities with a value (based on the\nclosing price of the Common Stock as of the trading day immediately prior to the\ndate of transfer) of at least $250,000 or, if less, all of his, her or its\nshares of Registrable Securities or (ii) in a transfer that does not require the\namendment or supplement of the Registration Statement and prospectus; provided,\nin each case, Incyte is, within a reasonable time after such transfer,\nfurnished with written notice of the name and address of such transferee or\nassignee and the securities with respect to which such registration rights are\nbeing assigned; and provided, further, that such assignment shall be effective\nonly if immediately following such transfer the further disposition of such\nsecurities by the transferee or assignee is restricted under the Securities Act.\nNotwithstanding the foregoing, a Holder that is a partnership may assign its\nrights hereunder to its partners in connection with a distribution of\nRegistrable Securities to such partners without limitation on the amount of\nRegistrable Securities being transferred. For the purposes of determining the\nnumber of shares of Registrable Securities held by a transferee or assignee,\nthe holdings of transferees and assignees of a partnership who are partners or\nretired partners of such partnership (including spouses and ancestors, lineal\ndescendants and siblings of such partners or spouses who acquire Registrable\nSecurities by gift, will or intestate succession) shall be aggregated together\nand with the partnership; provided that all assignees and transferees who would\nnot qualify individually for assignment of registration rights shall have a\nsingle attorney-in-fact for the purpose of exercising any rights, receiving\nnotices or taking any action under this Section 8.\n\n     9.   Termination of Registration Rights.  Incyte's obligations pursuant to\n          ----------------------------------\nthis Exhibit C (other than those in Section 7) shall terminate as to any Holder\nof Registrable Securities on the earlier of (i) when the Holder can sell all of\nsuch Holder's Registrable Securities pursuant to Rule 144 under the Securities\nAct during any three-month period or (ii) on expiration of the\nEffectiveness\\Period.\n\n\n                                      C-5\n\n\n\n\n\n\n    10.   Waivers.  The observance of any term of this Exhibit C may be waived\n          -------\n(either generally or in a particular instance and either retroactively or\nprospectively) only with the written consent of Incyte and the holders of a\nmajority of the Registrable Securities then outstanding. Any amendment or waiver\neffected in accordance with this paragraph shall be binding upon each holder of\nany Registrable Securities then outstanding, each future holder of all such\nRegistrable Securities, and Incyte.\n\n\n                                      C-6\n\n\n\n\n\n\n                    Schedule III to Share Purchase Agreement\n                    ----------------------------------------\n\n\nCalculations related to Share Purchase Agreement:\n\nCapitalized terms used but not otherwise defined herein have the meanings\nattributed to them in the Share Purchase Agreement.\n\nSection 1.3:\n- -----------\n\n         Total Number of Purchaser Shares (\"PS\") =\n\n         (   S    * TC) - CC\n          -------\n           S+O                        rounded to the nearest whole share\n         ------------------\n                     P\n\nWhere  S =   the number of outstanding Company Shares as of the Closing Date\n       O =   the number of Ordinary Shares of the Company subject to options\n             outstanding as of the Closing Date\n       P =   Purchaser Common Average Price (as defined in Section 1.3)\n      TC =   $45,000,000\n      CC =   $5,000,000\n\n\nSection 6.1:\n- -----------\n\n     The Exchange Ratio equals OS divided by O, rounded to five decimal places,\n\nWhere     OS = the total number of shares of Purchaser Common subject to\n               Converted Company Options.\n\n         (   O   ) * TC\n          -------\n          O + S\n          -------------\n                   P\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7847],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9622,9627],"class_list":["post-43610","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-incyte-genomics-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43610","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43610"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43610"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43610"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43610"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}