P7S1 Broadcasting Europe B.V., ACTING THROUGH ITS SWEDISH BRANCH, SBS MEDIA GROUP SWEDEN FILIAL P7S1 FINANCE B.V., SBS BROADCATING (UK) LTD., PROSIEBENSAT.1 MEDIA AG, DISCOVERY NETWORKS INTERNATIONAL HOLDINGS LIMITED and DISCOVERY COMMUNICATIONS, INC. SALE & PURCHASE AGREEMENT SBS NORDIC SALE & PURCHASE AGREEMENT SBS NORDIC (the Agreement) BETWEEN

Rådmansgatan 42, 114 99 Stockholm, Sweden

Radarweg 60, 1043 NT Amsterdam, the Netherlands

Level 1, Building 5, Chiswick Park, 566 Chiswick High Road, London W4

5YF, United Kingdom

Medienallee 7, D-85774 Unterföhring, Germany

Discovery House, Chiswick Park Building 2, 566 Chiswick High Road,

London, W4 5YB, United Kingdom

One Discovery Place, Silver Spring, Maryland USA 20910

Seller 1 is the sole direct shareholder of the following Swedish entities:

The Radio Sweden Holding Shares shall, together with the TV Sweden Holding Shares collectively be referred to as the “Sold SWE Shares”.

Seller 2 is the sole direct shareholder of the following Norwegian entities:

The Radio Norge Shares shall, together with the SBS Norway Shares collectively be referred to as the “Sold NOR Shares”.

Seller 2 is the sole direct shareholder of SBS Media A/S (“SBS Denmark”), a limited liability company (Aktieselskab) organized under Danish law, with corporate seat in Copenhagen, Denmark, company address at H.C. Andersens Boulevard 1, Copenhagen V, 1553 Denmark and registered with the Danish Business Authority (Erhvervsstyrelsen) under CVR-number 12372787. The issued share capital of SBS Denmark amounts to DKK 4,000,000.00 (in words: four million Danish kroner) and is divided into 6 (in words: six) shares with 4 shares with a nominal value of DKK 500,000.00 each (in words: five hundred thousand Danish kroner) and 2 shares with a nominal value of DKK 1,000,000.00 each (in words: one million Danish kroner) (the “SBS Denmark Shares” or the “Sold DEN Shares”) which are all held by Seller 2.

Seller 2 is the sole direct shareholder of SBS Media Group Finland Oy (“SBS Finland”), a limited liability company (osakeyhtiö) organized under Finnish law, with corporate seat in Helsinki, Finland, company address at Tallberginkatu 1 C, 00180 Helsinki, Finland and registered with the Finnish Trade Register (Patentti- ja rekisterihallitus, kaupparekisteri) under company number 0900984-5. The registered and issued share capital of SBS Finland amounts to EUR 252,281.89 (in words: two hundred fifty-two thousand two hundred and eighty-one Euro and eighty-nine cent) and is divided into 15,000 (in words: fifteen thousand) shares with a nominal value of approximately EUR 16.82 (in words: sixteen Euro and eighty-two cent) each (the “SBS Finland Shares” or the “Sold FIN Shares”) which are all held by Seller 2.

Seller 3 is the sole direct shareholder of SBS Broadcasting Networks Limited (“SBS UK”), a company incorporated and registered in England and Wales with registered number  ###-###-#### and whose registered office is at Level 1, Building 5, Chiswick Park, 566 Chiswick High Road, London W4 5YF, United Kingdom. The registered and issued share capital of SBS UK amounts to GBP 28,349,414.00 (in words: twenty eight million three hundred forty-nine thousand four hundred and fourteen Great Britain Pounds) and is divided into 28,349,414 (in words: twenty eight million three hundred forty nine thousand four hundred and fourteen) shares with a nominal value of GBP 1.00 (in words: one Great Britain Pound) each (the “SBS UK Shares” or the “Sold UK Shares”) which are all held by Seller 3.

The Sold SWE Shares, the Sold NOR Shares, the Sold DEN Shares, the Sold FIN Shares and the Sold UK Shares shall together be referred to as the “Sold Shares”.

In this Agreement,

Subject to the terms of this Agreement, the Sellers hereby agree to sell the Sold Shares as set forth in Sections 1.1 through 1.5 to the Purchaser free from Encumbrances as of the Closing Date and the Purchaser agrees to purchase the Sold Shares from the Sellers. The transfer of Sold Shares shall occur on Closing as set forth and further specified in Section 10.2.

The sale of the Sold Shares shall include all rights and obligations pertaining to the Sold Shares, including all rights to any dividends not yet distributed on the Locked-box Date, irrespective of the financial year to which such dividend relates, and any dividends declared, paid or made after the Locked-box Date except for any dividends explicitly set forth in Section 7.1 below.

Account no:    2717 611

Bank:        Hypovereinsbank München, Germany

IBAN:        DE80 7002 0270 0002 7176 11

BIC:         HYVEDEMMXXX

The executives of the SWE Companies listed in Annex 4.1-1 (the “SWE Executives”) are currently employed by, and/or have entered into service agreements with, Seller 1 (Sweden Filial) on the basis of the agreements listed in Annex 4.1-2 (the “SWE Executives Services Agreements”). Seller 1 has certain liabilities towards or related to the SWE Executives as listed in Annex 4.1-3 (the “SWE Executives Liabilities. Seller 1 is currently party to certain agreements relating to the activities and/or function of the SWE Executives as listed in Annex 4.1-4 (the “SWE Executives Filial Agreements).

On Closing, Seller 1 and the Purchaser or a Nominated Entity shall enter into an agreement regarding the transfer to, and assumption by, the Purchaser or a Nominated Entity of the SWE Executives Services Agreements, the SWE Executives Liabilities and the SWE Executives Filial Agreements, in each case with debt discharging effect for Seller 1 from and with effect from the Closing Date, in the form as set forth in Annex 4.2 (the “SWE Executives Transfer Agreement”).

Such purchase price shall not be paid in cash, but constitute a receivable of the relevant company of the P7S1 Group or the Designated Entity due from FinCo bearing the same interest rate as the underlying P7S1 Receivable, which purchase price receivable (including interest), as between the relevant company of the P7S1 Group or the Designated Entity and FinCo, shall then constitute a P7S1 Receivable. For the avoidance of doubt, the receivables assigned to FinCo pursuant to the above will, following such assignment, be receivables of FinCo as a Target Company to other Target Companies and will no longer constitute P7S1 Receivables.

Such purchase price shall not be paid in cash, but constitute a payable of the relevant company of the P7S1 Group or the Designated Entity against FinCo bearing the same interest rate as the underlying P7S1 Payable, which payable (including interest), as between the relevant company of the P7S1 Group or the Designated Entity and FinCo, shall then constitute a P7S1 Payable. For the avoidance of doubt, the payables assumed by FinCo pursuant to the above will, following such assumption, be payables of FinCo as a Target Company to other Target Companies and will no longer constitute P7S1 Payables.

in either case as set forth in Section 6 (Purchase Price) below.

decrease in the Total Purchase Price, except with respect to any interest accruing since the Locked-box Date on the relevant amounts as described below.

and for the purposes of this Section 5.6(a), a matter shall be treated as being "reasonably likely" if the Sellers have obtained a written opinion from a leading law firm (in case of paragraph (i)) or leading tax lawyers or accountants (in the case of paragraph (ii)) to that effect.

For the purposes of this Section 5.6 “Material Tax Liability” shall mean an individual liability to Tax or series of liabilities to Tax (potentially arising from a series of matters the Sellers would otherwise be obliged to carry out to eliminate P7S1 Receivables and/or P7S1 Payables) which exceeds EUR 500,000.00 (in words: five hundred thousand euros) and “Post-Signing Notification” shall have the meaning given in Section 12.13(c)a.

The purchase price to be paid by the Purchaser to the Sellers under this Agreement shall correspond to the total amount of:

The Sellers undertake and covenant to pay to the Purchaser (or, at the Purchaser's direction, a member of the Target Group), by way of reduction of the Total Purchase Price, an amount equal to the Value of Leakage (each as defined below), in the currency or currencies (as the case may be) of such Leakage, from (but excluding) the Locked-box Date until Closing (the “Locked-box Period”) other than as provided for in Sections 5 or 8 or set out in Annex 7.1 (together the “Permitted Payments”).

“Leakage” shall mean any of the following:

Notwithstanding anything to the contrary in this Agreement, TV Sweden Holding might exchange group contributions with Seller 1 against a corresponding receivable of Seller 1 against TV Sweden Holding (the amount of such group contributions exchanged the “Group Contribution Receivable”).

“Value”of any Leakage shall mean the aggregate of the relevant payments made or payable, the amount of debts or liabilities waived or to be waived, the amount of liabilities assumed or incurred or indemnified, or the fair market value of assets transferred (less any cash and the fair market value of any other consideration received), inclusive of any Tax incurred but after deducting the value of any Tax benefit accruing to any Target Company, in each case by any Target Company that comprises the Leakage.

The Sellers shall procure that each Nordic Company shall comply, unless prohibited by law, in each case during the period from the Signing Date until the Closing Date (the “Pre-Closing Period”) with each of the following undertakings (the “Conduct of Business Undertakings”):

except in each case, where such measures (i) as set forth in lit. (f) and/or (x) above are taken in connection with the execution, amendment and/or renewal of content, programming and/or distribution agreements as set out in Annex 7.2-2, (ii) are otherwise Disclosed in Annex 7.2-3, (iii) are specifically contemplated in the budget of the Target Companies attached hereto as Annex 7.2-4 (the “Target Budget”), (iv) are required by applicable law, regulation or a court ruling, (v) are taken or made between companies of the Target Group, (vi) constitute Permitted Payments (viii) are specifically contemplated by and/or taken in accordance with this Agreement (including under Sections 5 or 8 hereof) or (viii) are approved in writing by the Purchaser (such approval shall not be unreasonably withheld or delayed and shall be deemed to be granted unless rejected by the Purchaser in writing within 5 (five) Business Days following a written notice to the Purchaser).

With effect as of the Closing Date, the Purchaser shall assume all obligations and liabilities under the guarantees listed in Annex 7.3 (Part 1) which a company of the P7S1 Group and/or financing banks of the P7S1 Group has or have issued to third parties in respect of the Target Business (collectively, the “Seller Security”) as follows (and in each case conditional on Closing):

It is agreed that the P7S1 Group may enter into additional letters of support in favor of Target Group Companies between the Signing Date and the Closing Date on a basis consistent with the LoS. The Purchaser agrees that the provisions of this Section 7.3 shall apply to such additional letters of support as if they had been listed in Annex 7.3 (Part 2). All LoS shall terminate upon Closing and the Purchaser shall be obliged to provide for alternative instruments in favor of the relevant Target Companies as of Closing, provided that the obligations arising under the alternative instrument shall be, in all material respects, the same as those under the previous LoS.

P7S1 shall procure that the relevant guarantor from the P7S1 Group reasonably cooperates and provides all such assistance as the Purchaser shall reasonably require to enable the Purchaser to comply with its obligations under this Section 7.3.

The Sellers shall ensure that the intra-group agreements listed in Annex 7.4-1 (the “Terminating Intra-Group Agreements”) are each terminated with effect as of the Closing Date with no liability for the Target Companies either for past matters or resulting from such termination. With respect to intra-group agreements listed in Annex 7.4-2 (the “Continuing Intra-Group Agreements”), the Parties agree that these agreements shall not be affected by the signing of and/or consummation of the Transaction. For the avoidance of doubt, the provisions of Section 8.2 and the respective treatment of the intra group agreements referred to therein shall remain unaffected.

After the Closing Date, the Purchaser shall have the right to request the immediate termination, with no liability for past matters or from such termination or additional costs for the Target Companies, of any agreement (other than the Continuing Intra-Group Agreements) still in force between the Nordic Companies on the one hand and the entities of the P7S1 Group on the other hand after the Closing Date. After the Closing Date, the Sellers or the relevant companies of the P7S1 Group shall, provided such termination will have no adverse effect of the Target Companies, have the right to terminate with three (3) months prior notice, with no liability of the Target Companies for past matters or arising from termination or additional costs, any agreement (other than the Continuing Intra-Group Agreements) still in force between the Nordic Companies on the one hand and the entities of the P7S1 Group on the other hand after the Closing Date; any earlier right of termination and any obligation of the Target Companies to pay for content provided between the Closing Date and the date of the termination of the agreement as set forth in such agreements shall remain unaffected.

The Purchaser acknowledges that between the Signing Date and the Completion Date, further agreements may be entered into between the P7S1 Group and the Nordic Companies. The Parties agree that provided such agreements are entered into in accordance in accordance with the requirements of Section 7.2, such agreements shall be treated as Continuing Intra-Group Agreements.

The respective Seller shall cause the relevant SWE Companies and FIN Companies to issue general powers of attorney, in the form set out in Annex 7.5 enabling the persons appointed by Purchaser with effect as from the Closing Date to sign for and on behalf of the relevant SWE Companies and FIN Companies until such new signatories have been duly registered as directors, deputy directors or company signatories as specified in Annex 7.5.

To the extent that, after the date of this Agreement until the Closing Date, any member of the Executive Board (Vorstand) of P7S1 or Dr Ralf Schremper becomes aware of a matter or circumstance of which it actually knows (positive knowledge) that it gives rise to a Purchaser Claim pursuant to Sections 7.1, 7.2 or 12 (other than Tax Claims in particular Section 12.13) the Sellers shall, within a reasonable period of time after the relevant member of the P7S1 Executive Board or Dr Ralf Schremperhaving become so aware of the relevant claim, give written notice of such matter or circumstance to the Purchaser, such notice to contain reasonable details of any such matter or circumstance so as to enable the Purchaser to make a reasonable assessment of such matter or circumstance. Neither the Sellers nor P7S1 or any member of P7S1's Executive Board and/or Dr Ralf Schremper shall be construed or deemed as having any knowledge or awareness of any nature whatsoever whether actual, constructive, implied, imputed or otherwise, other than their own actual and positive knowledge. The Sellers shall instruct, as soon as reasonably possible after the Signing Date, the Nordic Companies directly sold hereunder:

The Sellers warrant that they and the Nordic Companies have complied, and covenant that they and the Nordic Companies will comply until the Closing Date, with their respective information and consultation obligations with respect to the employees or employee representative bodies of the Sellers and/or the Nordic Companies under or in connection with the Transaction under applicable law or collective bargaining agreements, in each case relying on the information that the Purchaser has provided to, or will provide to, the Sellers, in relation to its relevant plans and intentions. In this regard, the relevant employee representative of TV Norge AS and SBS Radio Norge AS will be called for a consultation meeting on the Signing Date, such meeting to take place on the Business Day following the Signing Date. Likewise, the Purchaser covenants that it will comply until the Closing Date

with its information and consultation obligations with respect to the employees or employee representative bodies of the Purchaser and/or the Nordic Companies under or in connection with the Transaction under applicable law or collective bargaining agreements.

If, in the time period between the Closing Date and December 31, 2013, it transpires that any entity of the P7S1 Group is and was, as of the Closing Date, the legal owner of assets or rights which are exclusively related to the business of any of the Nordic Companies, and such matter is not otherwise explicitly provided for in this Agreement or another agreement contemplated in this Agreement, the relevant entity of the P7S1 Group shall transfer legal title of such asset or right to the Nordic Companies, or, if such transfer of title is not possible, grant a license or other right of use to the widest extent legally possible, in each case for nil consideration.

The Sellers and the Purchaser shall only be obliged to proceed to Closing if the condition referred to below (the “Closing Condition”) has been fulfilled:

The Purchaser shall take all steps reasonably necessary to ensure that the approvals referred to in Section 9.1 (the “Clearances”) are obtained as soon as possible after the Signing Date and that the Sellers are kept reasonably informed of the status of the proceedings before the relevant authorities. In particular, the Purchaser shall:

The Purchaser shall be entitled to redact or only provide on a counsel to counsel basis any information to be provided to the Sellers where such information is regarded by the Purchaser (acting reasonably) to be commercially sensitive.

Each Party undertakes to the other Parties not to do anything in the Pre-Closing Period (including the conclusion of any transaction or agreement) that might reasonably be expected to make it more difficult to obtain any of the Clearances or to result in any delays with regard to the obtaining of any of the Clearances.

All costs and expenses in connection with the Filings and the obtaining of the Clearances shall be borne by the Purchaser save that the Purchaser shall not be responsible for any internal or external costs incurred by any member of the P7S1 Group.

If the Closing Condition set forth in Section 9.1 has not been fulfilled by the Longstop Date (as defined in Section 11.1(b)), and the Sellers have for this reason terminated the Agreement in accordance with Section 11.1(b) after the Longstop Date, the Purchaser shall pay to the Sellers a break-up fee in the amount of EUR 20,000,000.00 (in words: twenty million euros) (the “Break-up Fee”). The Break-up Fee is due irrespective as to whether non-fulfillment of the Closing Condition results from bad faith or negligence of the Purchaser in connection with the Filings. Any right of the Purchaser to claim for a reduction of the Break-up Fee is hereby explicitly excluded. The Break-up Fee shall not be payable if non-fulfillment of the Closing Condition results from any act or omission of the Sellers (or any of them) to comply with the provisions of clause 9.5. Any rights of the Sellers to claim damages pursuant to this Agreement shall remain unaffected.

During the Pre-Closing Period, the Sellers shall and shall procure that the Nordic Companies and other members of the P7S1 Group provide, on a timely basis, to the Purchaser such information, assistance and cooperation (including, without limitation, access to relevant personnel) as is reasonably required from time to time by the Purchaser to make any Filings or further Media Filings or obtain any Clearances or Consents in connection with the Transaction.

Closing (“Closing”) shall take place at the offices of Hannes Snellman Attorneys Ltd Kungsträdgårdsgatan 20 SE-103 96 Stockholm, Sweden, or at such place the Purchaser and the Sellers will have agreed upon, at 8:00 a.m. (local time) on the Agreed Closing Date.

At Closing,

All of the above Closing actions shall be deemed to take place simultaneously, provided that, for practical reasons, the Closing actions shall take place in the above sequence. The Parties shall execute a closing protocol confirming the due occurrence of all or, as the case may be, waiver of certain Closing actions, which shall, however, not have any constitutive effect with respect to the occurrence of any of the Closing actions, but shall only have declaratory effect for evidentiary purposes.

On the Closing Date, and after the Closing Date has occurred, the Sellers and the Purchaser shall procure that the parties to the IP Delineation Agreements enter into such Post-Closing IP Agreements.

The Parties shall not be obliged to complete the purchase of any of the Sold Shares unless the purchase of all of the Sold Shares is completed simultaneously, but so that completion of the purchase of some of the Sold Shares will not affect the rights of the Parties with respect to the completion of the purchase of the other Sold Shares. If Closing does not take place on the Agreed Closing Date because the Sellers or the Purchaser are in breach of Section 10.2 and/or Section 10.4, the Closing shall occur within 10 Business Days after the Agreed Closing Date (such date the “Delayed Closing Date”).

This Agreement may be terminated with immediate effect at any time prior to or on the Closing Date with effect for all Parties

In case of a termination of this Agreement

Except to the extent Disclosed and subject to the limitations set forth in Section 14, P7S1 hereby warrants to the Purchaser that the statements set out in Section 12.1 through Section 12.13 below (the “Statements”) are true and correct as of the Signing Date and, with respect to the Statements set forth in Section 12.1, also as of the Closing Date, unless another time is referred to below. If and to the extent that one and the same set of facts contradicts more than one of the Statements, the Purchaser may not recover more than once in respect of the same Loss. The Parties agree that the Statements, except for those set out in Section 12.1 below, do not relate to Kaimax Media Oy, Radioselskabet af 1/2007 ApS and its Subsidiaries, and their respective business operations if and to the extent that the relevant facts and circumstances referred to in the Statements below already existed or did not exist, as

the case may be, as of the closing date of the underlying acquisition agreements. With respect to the Statements contained in Section 12.1, the Purchaser acknowledges that the share certificates in Lovesearch DB AB are lost.

Other than as listed in Annex 12.11(h)-2, there are no Pension Schemes of the Nordic Companies operated on a defined benefit basis. The Nordic Companies' only liability with respect to the Swedish Pension Scheme ITP is in respect of the payment of ordinary monthly premiums in respect of participating employees and, in particular, no Nordic Company has any liability to provide any defined benefit pension to any employee except for the monthly payments to Alecta pensionsförsäkring, ömsesidigt under ITP 2.

All payment obligations of the Nordic Companies with respect to its pension schemes (including individual pension arrangements) have been complied with to the extent these payment obligations have become due on the Signing Date.

Except for Permitted Payments or as set forth in Annex 12.12 hereto, since the Locked-box Date the Nordic Companies have conducted their respective businesses in the ordinary course consistent with past practice. Since the Locked Box Date, no counterparty to a Material Content Agreement or a Material Distribution Agreement has terminated or threatened in writing to terminate the business relationship as a whole with the Nordic Group.

Where a Statement refers to a matter, fact or circumstances having a specified financial impact (including a Loss), the accuracy of the Statement shall be assessed based on information available to the Nordic Companies at the Signing Date to make an assessment of whether the matter, fact of circumstance has, or is reasonably likely to have, the specified financial impact.

Except as expressly set forth in this Section 12, the Sellers and P7S1 do not make any express or implied statements and do not give any express or implied guarantees, representations or warranties under this Agreement.

If the Purchaser or, following the Closing Date, any Nordic Company becomes aware of circumstances which are reasonably likely to lead to claims against the Sellers and/or P7S1 under or in connection with this Agreement and/or the Tax Covenant (each such claim a “Purchaser Claim” and any Purchaser Claims under the Statements a “Warranty Claim”), in each case other than a Tax Claim (in relation to which the provisions of Section 4 (Conduct in relation to Assessments and Tax Proceedings; Tax cooperation) of the Tax Covenant shall apply), subject to the Purchaser not being required to Prejudicially Act, the Purchaser shall, without undue delay, notify P7S1 in writing of such circumstances and the possibility of Purchaser Claims being asserted against the Sellers or P7S1, such written notification to describe the potential Purchaser Claim in reasonable detail and, to the extent reasonably possible, to state the estimated amount of such Purchaser Claim (the “Claim Notice”). To the extent legally permissible and subject to the Purchaser not being required to Prejudicially Act, the Purchaser shall ensure that the Sellers and P7S1 are provided with such information which is in its or the Nordic Companies' possession or control, including access to relevant records of the Purchaser and the Nordic Companies which the Sellers or P7S1 reasonably require (or subsequently reasonably request), in order to assess any such Purchaser Claims. For the avoidance of doubt, failure by the Purchaser to comply with this Section 13.1 shall not invalidate any Purchaser Claim.

In the case of Warranty Claims other than Tax Claims (in relation to which the provisions of Section 4 (Conduct in relation to Assessments and Tax Proceedings; Tax cooperation) of the Tax Covenant shall apply) based on judgments, administrative acts or third-party claims (including claims by administrative bodies) which are directed against the Purchaser, a company of the Purchaser Group or any of the Nordic Companies, to the extent legally permissible and subject to the Purchaser not being required to Prejudicially Act, the Purchaser shall (and shall ensure that the relevant company of the Purchaser Group or the relevant Nordic Company shall):

P7S1 undertakes to use all information provided pursuant to the above provisions of this Section 13.2 only for the purpose of disputing, defending, appealing and/or compromising the relevant judgment, administrative act or third party claim and/or for exercising their rights under this Section 13.2 and for no other purpose. Furthermore, if P7S1 has made use of its rights under (c) and/or (e) above, (i) P7S1 shall be responsible for any aggravation of Losses of the Purchaser or the Target Companies caused by the actions or omissions of P7S1 and (ii) P7S1 shall take any reasonable comments of the Purchaser in relation to the pursuit of the relevant third party claims into due consideration. For the avoidance of doubt, Sections 14.4 and 14.5 (a) shall not apply to any liability of P7S1 in relation to the aggravation of Losses under this Section 13.2

If any of the Statements contained in Section 12.1 through Section 12.13 is incorrect and/or in case the Sellers have breached a covenant under Sections 7.2 and/or 16.6, where it is possible to do so, the Purchaser shall first give P7S1 the opportunity of bringing about, within a period of 40 (forty) days after receipt by P7S1 of the Claim Notice, a situation which corresponds commercially to the situation had the relevant Statement been correct or covenant not breached.

If and to the extent that P7S1 has not brought about a remedial action pursuant to Section 14.1 above, the Purchaser shall solely be entitled to demand from P7S1 monetary compensation for all reasonably foreseeable damage, claims, liabilities, penalties and losses (including reasonably foreseeable lost profits and reasonable external costs and expenses) incurred or suffered by it (the “Losses”) as a result of a breach of any covenants or an incorrect Statement within the limits set out in this Agreement provided, however, that if any of the Statements contained in Section 12.13 (c) is incorrect the Purchaser shall solely be entitled to demand monetary compensation with respect to Taxes related to such incorrectness. Any liability of P7S1 for internal administrative or overhead costs shall be excluded. The Purchaser can only raise claims for Losses (other than Losses incurred under Section 12.1 for legal title to the Group Shares) pro rata in accordance with the percentage of the direct or indirect participation in the relevant Target Company acquired under this Agreement. The Parties agree that, for the purposes of this Agreement, Losses shall not be calculated or determined based on any earnings or investment multiples; for the avoidance of doubt, this shall not limit the ability of Purchaser to recover any Losses for which the damage is actually incurred or suffered in one or several subsequent years. The general principles under Swedish law regarding calculation and mitigation of damages, unless otherwise set forth herein, shall apply.

Warranty Claims other than Tax Claims (in relation to which the provisions of Section 3 (Limitations) of the Tax Covenant shall instead apply) shall be excluded if and to the extent that:

Any payments actually made by P7S1 in order to discharge a liability, which is or becomes excluded or reduced under Sections 14.3(a), (b) and (f) (as the case may be), shall be refunded by the Purchaser to P7S1 within a reasonable period of time, but in any event within 20 (twenty) Business Days after the Purchaser has become actually aware of the exclusion of reduction of the Purchaser Claim. For the avoidance of doubt, if the Purchaser has incurred aggregate Losses in excess of the cap applicable pursuant to Section 14.5 below, the Purchaser shall not be obliged to make a refund to P7S1 if and to the extent that the aggregate Losses incurred minus the amount that would have to be refunded, exceed the relevant cap pursuant to Section 14.5 below. The Purchaser undertakes to inform the Sellers, within a reasonable period of time, about any event which it becomes aware actually triggers an exclusion of liability, or a refunding obligation, under this Section 14.3. Subject to the Purchaser not being permitted to do so under applicable laws, the Purchaser shall (where relevant) be obliged to use its reasonable efforts to pursue recoveries contemplated in Sections 14.3(a) and (b).

For the avoidance of doubt, should the three-months periods referred to under Sections 14.3(a) and (b) above not have lapsed at such point in time when the relevant Warranty Claims become time-barred pursuant to Section 14.6 below, the Purchaser shall not be in any way prevented from bringing its claim prior to the time-bar against P7S1 (which would thus constitute a contingent claim pending the non-recovery at the end of the 3-months period).

If the Purchaser has invoked its overriding business interests pursuant to Section 14.3 (b) above, it shall bear the burden of proof that any Loss was incurred by it irrespective thereof.

Breaches of Section 12 (except breaches of Section 12.1) by P7S1 shall not give rise to a Warranty Claim unless:

in which case the Sellers shall only be liable for Warranty Claims not excluded pursuant to paragraph (a) to the extent the aggregate amount of such claims exceeds EUR 5,000,000.00 (in words: five million euros).

The aggregate liability of all Sellers and P7S1 (taken together):

Purchaser Claims shall become time-barred as follows:

Warranty Claims (other than Tax Claims) shall be excluded if and to the extent that the facts on which the Warranty Claim is based have been Disclosed.

To the extent that any Statement is qualified by the knowledge or awareness of the Sellers or P7S1, such knowledge and awareness shall be limited to the personal, actual (positive) knowledge on the Signing Date of the members of the Executive Board of P7S1, Dr. Ralf Schremper, Mr. Henrik Ravn, Mr. Harald Stromme, Mr. Jonas Sjogren and Mr. Quinton Holland, and neither the Sellers, P7S1 and/or any member of P7S1's Executive Board nor any other individual referred to in this sentence shall be construed or deemed as having any other knowledge or awareness of any nature whatsoever whether actual, constructive, implied, imputed or otherwise (“Sellers' Knowledge”).

Save for fraud, fraudulent misstatement or wilful concealment:

Any liability of P7S1 and/or the Sellers in relation to the VDDs shall be excluded to the fullest extent legally possible. For the avoidance of doubt, this exclusion shall not affect the rights of the Purchaser under any provision of this Agreement if the same facts and circumstances are the subject of a Statement.

The Purchaser and the Purchaser Guarantor hereby each warrants to the Sellers that the statements set out below in Section 15.2 through Section 15.5 below are true and correct as of the Signing Date and, with the exclusion of the statements set out in Section 15.3, also as of the Closing Date.

The Purchaser is a private limited liability company incorporated under the laws of England and Wales and validly exists. Purchaser Guarantor is a corporation incorporated under the laws of Delaware, U.S.A. and validly exists. The Purchaser and the Purchaser Guarantor have full power and authority to execute this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby including, without limitation, with respect to the Purchaser to acquire (pursuant to this Agreement) the Sold Shares and the voting rights attached thereto. This Agreement has been duly and validly executed by the Purchaser and the Purchaser Guarantor and constitutes a legal, valid and binding obligation of the Purchaser and the Purchaser

Guarantor, enforceable against the Purchaser and the Purchaser Guarantor in accordance with its terms. The execution of this Agreement by the Purchaser and the Purchaser Guarantor does not and the performance by the Purchaser and the Purchaser Guarantor of their obligations under this Agreement or the consummation of the transactions contemplated hereby:

The Purchaser is not actually aware of any facts or circumstances that it actually knows give rise to any Purchaser Claim. The knowledge or awareness of the Purchaser for this Section 15.3 is limited to the personal, actual knowledge of each of Bruce Campbell, James Rosenstock, Dan Fox and Yitzchok Shmulewitz on the Signing Date and the Purchaser shall not be construed or deemed as having any other knowledge or awareness of any nature whatsoever whether actual, constructive, implied, imputed or otherwise.

As per the Signing Date, no bankruptcy, insolvency or judicial composition proceedings have been initiated or applied for under any applicable law against the Purchaser and/or the Purchaser Guarantor, nor have any enforcement measures been initiated or applied for with respect to any property or other assets of the Purchaser and/or the Purchaser Guarantor.

The Purchaser has at its disposal immediately available funds or binding, irrevocable and unconditional (save for conditions identical with the Closing Conditions) financing commitments required in order to fulfill its obligations under this Agreement.

In the event that the Purchaser is in breach of any warranty pursuant to this Section 15, the Purchaser shall pay monetary compensation for all Losses incurred by the Sellers and/or P7S1 as result of such breach. All claims of the Sellers arising under this Section 15 shall be time-barred two years after the Signing Date.

The Purchaser undertakes, subject to and only if the auditors of the Nordic Group recommend that it is appropriate to do so, to grant the directors in the Nordic Companies who have retired from their office up until the Closing Date, discharge from liability

for their administration until the Closing Date (or the earlier date of the retirement) to the extent legally permissible and as soon as possible after the Closing Date.

any relief, withdrawing or revoking any claim or consent or otherwise) which the Purchaser is aware or ought reasonably to have been aware will or is likely either to:

No Target Company shall be required on and after the Closing Date to Surrender any additional Tax relief or other amount to any member of the P7S1 Group without the written consent of the Purchaser and the Sellers shall procure that no action is taken by any member of the P7S1 Group on and after the Closing Date to claim the benefit of a Surrender of any additional Tax relief or other amount from a Target Company.

Each of the Sellers undertakes to and covenants to the Purchaser that it shall not, and shall procure that no member of the P7S1 Group will, for a period of 24 months after the date of this Agreement, either on its own behalf or jointly with or as agent for or otherwise on behalf of any other person, directly or indirectly, engage, employ or actively solicit or endeavour to entice away any Key Employee.

The Purchaser Guarantor guarantees as for its own debt (såsom för egen skuld) the proper fulfilment of all of the obligations of the Purchaser and/or any Nominated Entity pursuant to this Agreement and the Tax Covenant and the correct performance of any and all obligations that the Purchaser and/or any Nominated Entity will have in relation to the Sellers or any other member of the P7S1 Group under or in connection with this Agreement and the Tax Covenant, including, but not limited to, the payment of the Total Purchase Price, the Break-up Fee and any claims for damages by the Sellers resulting from any breach of the Purchaser's and/or any Nominated Entity's obligations under this Agreement and the Tax Covenant. The Purchaser Guarantor hereby waives any rights which it may have to require the Sellers to first proceed against or claim payment, if any, from Purchaser and/or any Nominated Entity to the effect that the Purchaser, any Nominated Entity and the Purchaser Guarantor shall be liable jointly and severally under this Section 17.

P7S1 guarantees as for its own debt (såsom för egen skuld) the proper fulfilment of all of the obligations of the Sellers pursuant to this Agreement and the Tax Covenant and the correct performance of any and all obligations that the Sellers will have in relation

to the Purchaser or any other member of the Purchaser Group under or in connection with this Agreement and the Tax Covenant, including, but not limited to, the payment of any Purchaser Claims, and any claims for damages by the Purchaser resulting from any breach of the Sellers' obligations under this Agreement and the Tax Covenant. P7S1 hereby waives any rights which it may have to require the Purchaser to first proceed against or claim payment, if any, from Sellers to the effect that the Sellers and P7S1 shall be liable jointly and severally under this Section 17.

None of the Parties shall, without the prior written consent of the other Parties, disclose, within a period of 3 (three) years after the Signing Date, the existence and/or contents of this Agreement to third parties or make any information relating thereto available to third parties. The foregoing shall not, however, apply to any announcements or disclosures which any Party (or any of its Affiliated Enterprises):

Notwithstanding anything in Section 18.1 above, a press release of the Sellers and the Purchaser with respect to the transaction contemplated by this Agreement has been agreed substantially in the form set out in Annex 18.2.

Each Party shall bear its own costs (including the costs of its advisers) relating to the preparation and negotiation of this Agreement. Transfer taxes in respect of which the Purchaser does not have a valid Tax Claim under Section 2.3 of the Tax Covenant, in particular real property transfer tax, value added tax, or any other sales, transfer or stamp taxes or similar charges, payable as a result of any of the transactions contemplated by this Agreement shall be borne by the Purchaser.

All notices, communications and declarations of will which are made pursuant to or in connection with this Agreement shall be made in writing in the English language and shall be transmitted by hand, by post or by fax to the Parties at the addresses, and marked for the attention of the persons, set out in Section 20.3.

Any of the Sellers may give any notices, communications or declarations pursuant to or in connection with this Agreement on behalf of all Sellers. Each of the Sellers hereby grant a power of attorney to the other Sellers to make such notices, communications or declarations on their behalf. Such power of attorney shall be revocable by written notification to the Seller pursuant to this Section 20.

Deliveries to the Parties shall (subject to any changes notified in writing to the other Parties) be made to the following addresses:

If one or more provisions of this Agreement are or become wholly or partially invalid, void or unenforceable, this shall not affect the validity of the other provisions of this Agreement. The same shall apply if this Agreement contains a contractual omission. Instead of the invalid, void or unenforceable provision, the Parties shall agree on an arrangement which comes as close as legally possible to what the Parties were trying to achieve with the invalid, void or unenforceable provision (or, as the case may be, the invalid, void or unenforceable part thereof). In the event that a contractual omission needs to be filled, an arrangement shall be agreed upon which, in accordance with the purpose and intent of this Agreement, comes as close as possible to what the Parties would have agreed upon if they had thought about the matter at the time of conclusion of this Agreement.

This Agreement constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties' agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. There are no side agreements to this Agreement.

Interest payable under or in connection with this Agreement shall be calculated on the basis of actual days elapsed and a 360-day year. Except as otherwise provided in this Agreement, each Party shall pay interest on any amounts becoming due and payable to the other Party, as the case may be, under this Agreement as from the respective due dates until, but not including, the day of payment at the rate of 10% (in words: ten percent) p.a.

This Agreement may only be amended by an instrument in writing duly executed by the Parties. No change, termination or modification of any of the provisions of this Agreement shall be binding on the Parties, unless made in writing in accordance with this Section 21.4. This shall also apply to any waiver of the need to comply with the provisions of this Section 21.4.

Except as explicitly otherwise provided for herein, each Party's right of set-off, retention or other refusal of performance with regard to the obligation to pay all or any part of any amount owing and payable pursuant to, or in connection with, this Agreement (and any interest payable thereon) shall be excluded.

Where reference is made in this Agreement to amounts set forth in Euros or the required equivalent thereof in another currency, in order to determine the equivalent in another currency, the European Central Bank fixing rates which are published on the European Central Bank's website (www.ecb.int) shortly after 2.15 p.m. CET of the first Business Day prior to the date at which the calculation is required to be made shall apply, it being understood that for purposes of determining the amount of the euro thresholds in Section 12, the Signing Date shall be the relevant date.

Except as otherwise expressly provided in this Agreement, this Agreement shall only grant rights to the Parties and shall not constitute a contract for the benefit of third parties or a contract with protective effect for third parties. In case provisions of this Agreement are expressly stipulated to constitute a contract for the benefit of a third party or third parties, each relevant third party beneficiary shall have the individual right to request and enforce performance of the relevant provisions, provided that performance of one and the same obligation may only be claimed once.

In this Agreement (including the Recitals), unless the context otherwise requires,

The headings in this Agreement are merely for convenience. They shall be disregarded for the purposes of interpreting this Agreement.

The Annexes and Schedules to this Agreement shall form an integral part of this Agreement.

In case of defined terms any reference to the singular includes a reference to the plural and vice versa, unless explicitly provided for otherwise; and any reference to the masculine includes a reference to the feminine and vice versa.

This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, excluding its conflict of law rules and UN law on the sale of goods.

The seat and place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

The Parties undertake to procure that all arbitration proceedings conducted in accordance with this Agreement shall be kept confidential. This undertaking shall cover, inter alia, all information disclosed during the course of such proceedings, as well as any decision or award made or declared by the arbitral tribunal. Such information may not be disclosed to a third party without the prior written consent of the other Parties. Regardless of the above, a Party shall not be prevented from disclosing information in order to safeguard its rights during the course of the proceedings, or to disclose such information as such Party is under an obligation to disclose pursuant to applicable law.

The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the Institute over any suit, action or proceeding arising out of or relating to this Agreement. The Parties hereby irrevocably waive any objection to the laying of venue of any such suit, action or proceeding before the Institute and any claim that any such suit, action or proceeding brought before the Institute has been brought in an inconvenient forum.

Munich            December 14, 2012

Place            Date

Seller 1

By: Alexander von Voß under a power of attorney dated December 10, 2012.

Seller 2

By: Dr. Martin Erhardt under a power of attorney dated December 10, 2012.

Seller 3

By: Dr. Michael Pujol under a power of attorney dated December 11, 2012.

P7S1

By: Dr. Ralf Schremper under a power of attorney dated December 10, 2012.

Purchaser

By: Elizabeth A. Newell under a power of attorney dated December 12, 2012.

Purchaser Guarantor

By: Elizabeth A. Newell, Authorized Signatory