Share Purchase Agreement, dated May 5, 2022, between Intercept Pharmaceuticals, Inc. (ICPT Inc.) as seller and Mercury Pharma Group Limited (Mercury Pharma) as purchaser

INTERCEPT PHARMACEUTICALS, INC., a company incorporated in Delaware with number  ###-###-#### which has its business address at 305 Madison Avenue, Morristown, New Jersey 07960 (the "Seller"); and

MERCURY PHARMA GROUP LIMITED, a company incorporated in England with number 02330913 which has its registered office at Capital House, 85 King William Street, London, EC4N 7BL (the "Purchaser").

The Group Companies are engaged in commercialization activities with respect to the Product.

The Seller owns either directly, or indirectly, the Shares.  The Seller has agreed to sell or procure the sale of, and the Purchaser has agreed to purchase, the Shares on the terms set out in this agreement.

The Seller also owns certain intellectual property rights relating to obeticholic acid that it has licensed to Intercept Pharma Europe Ltd. (“IPEL”), a Seller subsidiary, and in connection with this agreement and the BTA, the Seller has agreed to procure that IPEL enters into a licence agreement with the Purchaser in relation to certain of these rights to the Product and the Seller is also entering into the Trademark Assignment with respect to trademarks relating to the same.

loans and bank overdrafts;

liabilities under acceptances of trade bills (other than in respect of purchases in the ordinary course of business) and acceptance credits;

liabilities under any bond, note, loan stock, debenture or other similar instrument or security;

liabilities under factoring arrangements;

amounts raised by any other transactions having the commercial effect of borrowings;

liabilities under any currency or interest swap or other interest or currency protection, hedging or financial futures transaction or arrangement;

liabilities under any guarantee of, or indemnity against financial loss in respect of, any obligation of another person (other than another Group Company);

liabilities in relation to any letter of credit (but not the letter of credit itself), bond or guarantee given by a third party in relation to any obligation and/or liability of any Group Company;

any amounts relating to costs and expenses, bonuses or other costs payable on or after Completion by any Group Company in connection with the transactions contemplated by this agreement;

any liabilities (including Taxes) of a Group Company in relation to the accelerated vesting of share options;

to the extent that the CEPS Matter has not been finally resolved at Completion and the relevant liability paid a provision of $42,800,000 (forty two million eight hundred thousand dollars) in respect of the CEPS Matter being the dollar equivalent of the Base CEPS Amount.

A provision of $1,000,000 in respect of potential Tax Liabilities which may arise in respect of the matters disclosed at paragraph 34.1 of the Disclosure Letter.

the aggregate cash value of any declared but unpaid dividends and other distributions attributable to the Shares, to the extent that a member of the Seller’s Group is entitled to receive the relevant dividend or other distribution after Completion; and

the aggregate amount owed by the Group Companies to the members of the Seller Group; less

the aggregate amount owed by members of the Seller Group to the Group Companies,

patents, utility models, inventions, know-how, trade secrets, copyright and related rights and allied rights including moral rights, database rights and other rights in and relating to software, registered designs, unregistered design rights, trademarks and service marks, trade names, business names, company names, brand names, logos, rights in get-up, domain names and URLs, goodwill and rights to sue for passing-off (or for unfair competition) and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them, and all rights to sue for any past or present infringement of them) and renewals or extensions of such rights; and

rights having equivalent or similar effect to the above items in any jurisdiction in which any Group Company conducts business;

any reference to the use or set off of a Relief shall be construed accordingly and shall include the use of set-off in part; and

any reference to the loss of a Relief shall include the failure to obtain, reduction, modification, loss, counteraction, nullification, absence, unavailability, disallowance, withdrawal, clawback, non-existence or cancellation of any such Relief, or to such Relief being available only in a reduced amount;

lawfully spent; or

distributed; or

loaned; or

released

used within a period of 90 days as:

it is securing obligations, guarantees or any liabilities of any person in respect of obligations of a Group Company;

is held by an agent of a Group Company or a regulator or a governmental authority pursuant to a regulatory or contractual requirement;

it is being held in escrow for the benefit of any person in respect of obligations of a Group Company; or

amounts are otherwise committed, including but not limited to, in respect of rent deposits, security deposits, customer deposits, to support letters of credit,

In this agreement (unless the context requires otherwise):

"$" and "dollars" means the lawful currency of the United States of America; and

"including", "includes" or "in particular" means including, includes or in particular without limitation.

In this agreement (unless the context requires otherwise), any reference to:

any gender includes all genders, and the singular includes the plural (and vice versa);

a company includes any company, corporation or body corporate, or any other entity having a separate legal personality; and a person includes an individual, company, partnership, unincorporated association or Authority (whether or not having a separate legal personality); and any professional firm or company includes any firm or company effectively succeeding to the whole, or substantially the whole, of its practice or business;

any time of day or date is to that time or date in London;

a day shall be a period of 24 hours running from midnight to midnight, and days shall be to calendar days unless Business Days are specified;

a month or a year shall be to a calendar month or a calendar year respectively;

legislation or a legislative provision includes reference to the legislation or legislative provision as amended or re-enacted, any legislation or legislative provision which it amends or re-enacts and any legislation made under or implementing it, in each case for the time being in force (whether before, on or after the date of this agreement);

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include the specific term stated in the language of such other jurisdiction immediately after it or, if no such term is stated, what most nearly approximates to such English term in such other jurisdiction; and any reference to any specific English law shall be deemed to include any equivalent or similar law in any other jurisdiction; and

writing or written includes any method of representing or reproducing words in a legible form.

For the purposes of applying a reference to a monetary sum expressed in dollars in:

any Warranty; or

clause 10 (Seller limitations),

Unless the context requires otherwise, any reference in this agreement to a clause or schedule, appendix, exhibit or annex is to a clause of or schedule, appendix, exhibit or annex to this agreement, any reference to a part or paragraph is to a part or paragraph of a schedule to this agreement, any reference within a schedule to a part is to a part of that schedule, and any reference within a part of a schedule to a paragraph is to a paragraph of that part of that schedule.

This agreement incorporates the schedules and appendices, exhibits, annexes to it.

The contents list, headings, recitals, background section and any descriptive notes are for ease of reference only and shall not affect the construction or interpretation of this agreement.

SALE AND PURCHASE OF SHARES

Subject to the terms of this agreement, the Seller shall sell (or procure the sale of) and the Purchaser shall purchase the Shares on and with effect from Completion.

The Shares shall be sold free from all Encumbrances and together with all rights of any nature attached or accruing to them on or after Completion (including the right to receive all dividends and distributions declared, paid or made by the Company on or after the Completion Date).

Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of the Shares unless the sale and purchase of all of the Shares is completed on the Completion Date

CONSIDERATION

The aggregate consideration for the sale and purchase of the Shares shall be the payment by the Purchaser of an amount (“Consideration”), which is calculated as follows (and shall be apportioned as provided in clause 3.4):

US$ 38,500,000;

plus an amount equal to the Cash;

less an amount equal to the Debt;

plus, if the Actual Working Capital exceeds the Working Capital Target, the amount of the excess or, if the Working Capital Target exceeds the Actual Working Capital, less the amount of such excess; and

either (as applicable):

plus, where the Intra-Group Debt is a negative number, such amount (expressed as a positive number); or

less, where Intra-Group Debt is a positive number, such amount.

Payment on account of Consideration

Adjusting payment

if the Consideration exceeds the Completion Payment, the Purchaser shall pay an amount equal to the excess to the Seller; or

if the Consideration is less than the Completion Payment, the Seller shall repay an amount equal to the difference to the Purchaser.

Apportionment

CONDITION

Condition Precedent

the Regulatory Authorities in Austria providing approvals or clearances (or deemed approvals or clearances) relating to the proposed sale and purchase of the Shares under applicable laws, regulations or statutes in the jurisdiction of Austria (the “Austrian AT Condition”);

the Golden Power Clearance having been issued (in an express way or by tacit consent (silenzio assenso)) in accordance with applicable laws;

the German Federal Ministry for Economic Affairs and Climate Action (i) in response to the pending jurisdictional consultation having confirmed in writing (email suffices) that the transaction is not subject to a mandatory FDI filing requirement; or otherwise (ii) having cleared the transaction (by way of express clearance or issuing a non-

the relevant Spanish authority providing either: (i) the approval to the acquisition of the Spanish Target by the Purchaser for the purposes of Article 7.bis of Spanish Law 19/2003 of 4^th of July; or, alternatively (ii) a confirmation from such authority confirming that the mentioned approval or clearance shall not be required.

Responsibility for satisfaction

Purchaser Obligations

The Purchaser shall use its reasonable endeavours to ensure satisfaction of each of the Conditions as soon as possible.

The Purchaser undertakes to:

(i) submit the filing (or where applicable a draft thereof) to each relevant Regulatory Authority and the relevant Spanish authority promptly following the date of this agreement and in any event within five Business Days of the date of this agreement and (ii) notify the Italian Prime Minister’s Office of the transactions contemplated under this agreement on the terms and conditions of this agreement by serving the relevant notice in the agreed form (“Golden Power Notification”) promptly following the date of this agreement and in any event within five Business Days of the date of this agreement, subject only to the Seller complying with its obligations under clause 4.2(b) below;

use its reasonable endeavours to avoid any declaration of incompleteness by any Regulatory Authority or any other suspension for the time periods of clearance;

take all steps necessary to secure the satisfaction of the Austrian AT Condition by the end of any Regulatory Authority’s initial period of review (without the need for a second phase of investigation). In respect of the Austrian AT Condition only, such steps shall include, but are not limited to, proposing, negotiating, offering to commit and agreeing, in each case where necessary to ensure that each the Austrian AT Condition is satisfied prior to the Long Stop Date with the Regulatory Authority to effect (and if such offer is accepted, commit to effect), by agreement, order or otherwise the sale, divestiture, license, or disposition of any necessary assets or businesses by the Purchaser or by any member of the ADVANZ Group;

take all steps reasonably necessary to secure the satisfaction of the Conditions (other than the Austrian AT Condition) by the end of any Regulatory Authority’s initial period of review (without the need for a second phase of investigation);

procure that the Seller is given a reasonable opportunity to review and comment on drafts of any filings or other material documentation prior to their submission to any Regulatory Authority (it being acknowledged that certain such drafts and/or documents may be shared on a confidential outside counsel to counsel basis only) and to consider and take account of any reasonable comments;

respond as soon as reasonably practicable to all inquiries received from any Regulatory Authority for additional information or documentation and to supplement such filings as reasonably requested by the Regulatory Authority. The Purchaser undertakes to keep the Seller informed of contact with the Regulatory Authorities and to the extent permitted by law, provide the Seller with copies of all relevant documentation in relation thereto (to the extent such information relates to the Group Companies); and

promptly notify the Seller after receipt of each such clearance or approval required to satisfy each of the Conditions.

The Purchaser shall be responsible for all filing fees and other costs incurred in relation to any filing required to be made in connection with each of the Conditions.

Seller Obligations

The Seller undertakes, to the extent permitted by law, to co-operate with the Purchaser and to use its reasonable endeavours to procure that each relevant Group Company co-operates with a view to satisfying each of the Conditions, including, to the extent necessary and on a confidential basis, providing all information and cooperation reasonably required by the Purchaser in relation to the business of the Company and/or relevant Group Company or in relation to the Seller and providing all information required by any Regulatory Authority in relation to the business of the Company and/or relevant Group Company or in relation to the Seller on a timely basis, provided that any information provided in relation to the Seller shall be provided only to the applicable Regulatory Authority and/or, if necessary the Purchaser’s Lawyers on a strictly confidential basis and shall not be provided to the Purchaser.

Without prejudice to the above, the Seller undertakes to procure that the Italian Target, in compliance with applicable provisions of the Golden Power Law, executes and notifies the Golden Power Notification under clause 4.2 (a)(ii)(A) above jointly with the Purchaser.

Seller and Purchaser Obligations

The Seller undertakes to the Purchaser, to the extent permitted by law, to notify it in writing of anything which it is actually aware will, or which it believes (acting reasonably) is likely to, prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly upon the same coming to the Seller’s attention.

The Purchaser undertakes to the Seller, to the extent permitted by law, to notify it in writing of anything which it is actually aware will, or which it believes (acting reasonably) is likely to, prevent any of the Conditions from being satisfied on or before the Long Stop Date promptly upon the same coming to the Purchaser’s attention.

Non-Satisfaction

If any of the Conditions is not fulfilled (or waived in accordance with this agreement, to the extent permitted by applicable law) on or before the Long Stop Date, or becomes incapable of satisfaction on or before the Long Stop Date, this agreement shall automatically terminate, provided that each of the Purchaser or the Seller may in its

If this agreement terminates in accordance with clause 4.3(a), and without limiting the right of any Party to claim damages, all obligations of the Parties under this agreement shall end (except for the Continuing Provisions) but all rights and liabilities of the Parties which have accrued before termination shall continue to exist.

The Purchaser shall not be liable for any breach of this clause 4 for failure to take any reasonable step or failing to satisfy any of the Conditions to the extent that such failure arises as a result of the Seller not complying with its obligations under clauses 4.2 (b) or (c).

PRE-COMPLETION

The Seller shall, from the date of this agreement until the Effective Time:

procure that each Group Company will conduct its business in the ordinary course of business and that, in the absence of the prior written consent of the Purchaser (such consent not to be unreasonably delayed or withheld), no Group Company will knowingly do or agree to:

enter into, modify any material term of or terminate (other than expiration or termination by a counterparty ) any Material Contract or any other contract involving revenue or expenditure in excess of US$[***];

dispose of or grant any option in respect of any material part of its assets other than stock in the ordinary course of business;

acquire or dispose of any fixed asset having a book value in excess of US$[***];

make any capital commitment in excess of US$[***] individually or which together with all other such capital commitments entered into during such period exceeds US$[***] in aggregate;

make any material change in the nature of its business;

discontinue or cease to operate all or a material part of its business (except to the extent required to do so by law);

make any material variation to the terms and conditions of employment of any employee earning US$[***] per annum or more (other than annual salary increases and benefits in the usual course and or which together with all other variations made between the date of this agreement and Completion would increase the total annual  salary or benefits costs of the Group Companies taken as a whole by [***]% or more;

appoint, employ or offer to appoint or employ any person at a rate of remuneration per annum in excess of US$[***] individually or which together with all other appointments, employments or offers made between the date of this agreement and Completion would increase total annual salary or benefits costs of the Group Companies taken as a whole by [***]% or more;

other than for cause, dismiss any employee earning US$[***] per annum or

borrow money or incur any indebtedness in the nature of borrowing (in each case from or in respect of a person which is not a Group Company and/or a member of the Purchaser Group) otherwise than in the ordinary and usual course of business;

grant any loan, advance or capital contribution to any other person other than a loan to any employee in an amount not exceeding US$[***] individually or, which together with all other such loans, advances or capital contributions between the date of this agreement and Completion exceeds US$[***];

reduce its share capital or purchase or redeem its own shares;

acquire any share or other interest in any person or acquire any business carried on by any person;

create any Encumbrance or redeem or release any Encumbrance or give any guarantees or indemnities other than in the ordinary course of business;

grant, modify or terminate any material rights or entering into any agreement relating to material IP or doing or omitting to do anything to jeopardise the validity or enforceability of any material IP, including the non-payment of any application, search, maintenance or other official fees;

fail to pay any premium in respect of any its insurance policies which are required to be paid to continue such policy of insurance or otherwise reduce the level of cover provided;

institute or settle any legal proceedings where the amount claimed exceeds US$[***] (except for debt collection in the normal course of business);

fail to renew or, when due, pay the premium in respect of any material insurance policy which relates to a Group Company;

declare, make or pay any dividend or other distribution;

create, allot or issue any shares, loan capital or other securities;

create, issue, redeem or grant any option or right to subscribe in respect of any share or loan capital or other securities;

amend its articles of association, by-laws or equivalent constitutional documents, adopting further articles of association, by-laws or equivalent constitutional documents or passing resolutions which are inconsistent with them except as required by applicable law;

make any change to the material basis, accounting methods, accounting procedures, policies, reference dates or treatment by reference or practice to which its accounts or other financial statements are prepared (or request a Tax Authority to make such changes);

changing its residence for Tax purposes and/or creating a permanent establishment and/or any taxable presence in any jurisdiction outside its jurisdiction of incorporation;

amending, retracting or re-submitting any Tax return which has previously

settle, compromise, agree or materially negotiate any liability, audit, enquiry, assessment, dispute or litigation relating to Tax with any Tax Authority, entering into any closing agreement or similar agreement with any Tax Authority in each case on terms which impose obligations or restrictions on a Group Company after Completion in respect of Tax (other than solely in relation to the the payment of a Tax liability pursuant to such settlement);

consenting to any extension or waiver of a limitation period relating to Tax, outside of the ordinary course on a basis materially inconsistent with past practice; or

taking any steps or other action (including making any admission to a Tax Authority) which is inconsistent with past practice which could materially increase any liability to Tax and/or could result in any material liability to Tax arising (or being deemed to arise) or any adverse terms or conditions or other material obligations being imposed upon any Group Company after Completion rather before Completion, other than as required to comply with any applicable laws or generally accepted practice;

not, and shall procure that IPEL shall not, do or agree to:

modify or terminate any of the Transaction Documents;

deal with its interest in the IP (and applications for IP) which are the subject of the Licence Agreement where the same would have an adverse effect on the rights granted to the Purchaser pursuant to the Licence Agreement;

except as contemplated in and/or to comply with an Acquisition Document, make any variation to the terms and conditions of employment of, or (other than for cause) dismiss or terminate the employment of, any employee who is listed as an employee in the BTA (other than annual salary and benefit increases in the ordinary course of business) ; or

modify or terminate (other than expiration or termination by a counterparty) any terms of any material contract which is being assigned pursuant the BTA; and

shall procure that Intercept Pharmaceuticals UK & Ireland Ltd shall enforce its rights pursuant to the BTA in the best interests of  Intercept Pharmaceuticals UK & Ireland Ltd.

Clause 5.1 shall not apply in respect of anything done or to be done pursuant to an Acquisition Document, in order to give effect to an Acquisition Document and/or to the extent required in connection with:

electing for patent box treatment and/or capitalising research and development costs for IPEL;

the settlement (on a full and final basis) of  the CEPS Matter for an amount less than or equal to the CEPS Base Amount;

settlement (on a full and final basis) of any claim from any employee in respect of any matter which has been Disclosed;

the transfer of a Canadian marketing agreement and Spanish filings solely to reflect the removal of [***] as a director of the Spanish target;

anything which is required to be done (or not done) in order to comply with any  applicable law or regulation; and

anything which is required to be done (or not done) in order for Seller to comply with any binding obligations under any indenture and security agreements relating to Seller’s bond debt.

Subject to clause 5.4, from the date of this agreement until Completion the Seller shall procure that the Purchaser and its Agents shall be allowed:

reasonable access to, and to take copies of (at the Purchaser’s sole expense), the books, records and documents of or relating in whole or in part to the Group; and

reasonable access to the directors and employees of the Group (who shall be instructed to assist  Purchaser or any of the Purchaser’s Agents with any such reasonable request ).

Any access granted pursuant to clause 5.3 shall only be permitted:

within normal working hours and on reasonable prior notice having been provided to the Seller;

to the extent reasonably required by the Purchaser to plan for the integration of the Group into the Purchaser’s Group; and

provided that access shall not give the Purchaser or its Agents any right to give instructions or otherwise interfere with the management and conduct of any Group Company and is otherwise subject to the legal, regulatory and compliance obligations of the Group Companies.

Any request for consent for any matter pursuant to clause 5.1 shall be sent by email to [***] and [***]. The Purchaser shall respond as soon as is reasonably practicable.  If no response is received within five Business Days of such request, then consent shall be deemed to have been given.

Prior to Completion the Seller shall procure that the employment of each of [***] and [***] are transferred to an entity other than a Group Company with effect from a time on or prior to Completion in such a manner and on terms that the relevant Group Company shall have no liability arising out of such transfer.

Not later than 3 Business Days prior to Completion the Seller shall procure that any amounts which would otherwise constitute Intra Group Debt are settled in cash prior to Completion and to therefore reduce the amount of any Intra Group Debt in existence at Completion and such settlement shall be on terms such that there is no additional liability for any Group Company other than to repay the amount of any Intra Group Debt.  The Seller shall provide to the

SIGNING OBLIGATIONS

the Seller shall procure that there are delivered to the Purchaser:

the Transitional Services Agreement executed by the Seller;

the Licence Agreement, duly executed by Intercept Pharmaceuticals Europe Ltd.;

the Supply Agreement duly executed by Intercept Pharmaceuticals Europe Ltd.;

the SDEA, signed by or on behalf of Intercept Pharmaceuticals, Inc.;

the BTA duly executed by Intercept Pharmaceuticals Europe Ltd; and

the Trademark Assignment duly executed by the Seller

the Purchaser shall procure that there are delivered to the Seller duly executed counterparts of each of the agreements referred to in clauses 6.1(a) to 6.1(e) (inclusive).

COMPLETION

Completion arrangements

Completion actions

deliver, or procure the delivery of, the documents set out in part 1 of schedule 4 to the Purchaser; and

comply, or procure compliance, with the obligations set out in that part; and

deliver, or procure the delivery of, the documents set out in part 2 of schedule 4 to the Seller; and

comply, or procure compliance, with the obligations set out in that part.

Non-compliance

proceed to Completion to the extent reasonably practicable;

postpone Completion to another date not less than two (2) nor more than five (5) Business Days after the Completion Date (so that the provisions of this clause 7 (other than this clause 7.3(b)) shall apply as if that later date is the Completion Date); or

subject to Completion having first been postponed in accordance with clause 7.3(b), terminate this agreement.

Effect of termination

each party's accrued rights (including the right to claim any remedy for breach or non-performance), obligations and liabilities as at the date of termination; and

each party's continuing rights, obligations and liabilities under this clause 7.4 and clauses 1 (Definitions and interpretation), 13 (Confidentiality and announcements), 16 (Assignment and successors), 17 (Third party rights), 18 (Costs and expenses), 19 (Payments, etc), 21 (Entire agreement), 22.1 (Severance), 22.2 (Variation), 22.3 (Waiver), 22.4 (Cumulative remedies), 22.5 (Counterparts), 23 (Notices), 24 (Agent for service) and 25 (Governing law and language).

PURCHASER WARRANTIES

it is validly existing and is a company duly incorporated and registered under the law of its jurisdiction of incorporation;

it has the legal right, full power and authority and all necessary consents and authorisations to enter into and perform its obligations under this agreement and each other Acquisition Document to which it is or will be party;

this agreement and each other Acquisition Document to which it is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations on it and will be enforceable in accordance with their respective terms (assuming that each such Acquisition Document has been properly executed by the other parties to it and that their entry into it has been duly authorised);

the entry into and performance of its obligations under this agreement and each other Acquisition Document will not:

conflict with or breach any provision of its constitutional documents;

breach any agreement or instrument to which it is a party or by which it is bound and which is material in the context of the Acquisition;

conflict with or breach any applicable law or any requirement of any Authority to which it is subject or submits which is material in the context of the Acquisition; or

require the consent, approval or authorisation of any Authority;

it is not insolvent under the law of its jurisdiction of incorporation or of any jurisdiction in which it carries on business, and it is not unable to pay its debts as they fall due, nor has it stopped paying its debts as they fall due;

no arrangement or compromise has been made by it with its creditors;

so far as it is aware, no insolvency proceedings have been commenced or applied for, nor has any liquidator, receiver or similar officer been appointed, in relation to it or any of its assets; and

no resolution has been passed, proceedings commenced or order made for its winding-up or any other reorganisation or restructuring.

SELLER WARRANTIES

Warranties

Separate and independent

Knowledge or awareness

No rights against the Group Companies, etc

any of the Group Companies; or

(save in the case of fraud or fraudulent concealment) any current director, officer or employee of any Group Company.

SELLER LIMITATIONS

Financial cap

Time limits

The Seller shall not be liable for any Warranty Claim or Tax Covenant Claim unless the Purchaser has given notice of such Warranty Claim or Tax Covenant Claim to the Seller on or before the date specified against that type of Warranty Claim or Tax Covenant Claim below:

Information and knowledge

has been Disclosed; or

was, at the date of this agreement, known by the Purchaser Relevant Persons and which it was reasonable for the Purchaser Relevant Persons to know could give rise to a Warranty Claim.

Completion Statements

Insurance

Other exclusions

Non-application of limitations

No double recovery

Claim to be reduction of Consideration

W&I Policy

the parties acknowledge that the Purchaser has the benefit of the W&I Policy which provides (conditional on Completion) insurance coverage in respect of Warranty Claims and Tax Covenant Claims;

the Purchaser shall procure that the W&I Policy contains terms to the effect that the insurer shall be subrogated to (or may require the Purchaser to assign to the insurer) all rights of recovery of the Purchaser or the Group, save that the insurer shall only be entitled to subrogate against the Seller if the loss arose in whole or part out of the Seller’s fraud or fraudulent misrepresentation; and

the Purchaser shall:

provide a certified copy of the W&I Policy to the Seller within five (5) Business Days of the date of this agreement;

not agree to any amendment, variation, novation, assignment or waiver of the W&I Policy (or do anything which has a similar effect), where such amendment, variation, novation, assignment or waiver would have an adverse effect on the Seller, without the express prior written consent of the Seller; and

without limitation to any right of the Seller to separately enforce such terms, use all reasonable endeavours to enforce any term in the W&I Policy under which the insurer waives its rights to take subrogated action against the Seller upon the terms set out in the W&I Policy;

the Purchaser acknowledges that there shall not be any excess or any other amount payable by the Seller under the W&I Policy.

The limitations of liability referred to in this clause 10 shall apply irrespective of whether or not the Purchaser has obtained, or will obtain, a W&I Policy, or any non-payment (including

SELLER RESTRICTIVE COVENANTS

Employees

The Seller shall not, and shall procure that the Seller Group shall not, for a period of three (3) years after the Completion Date, either for itself or jointly with or for any other person, directly or indirectly, solicit, employ or engage any person who was at Completion employed by any Group Company with an annual salary in excess of US$[***].

Nothing in clause (a) shall prohibit the Seller Group from employing any person who responds to a recruitment advertisement which is one directed at suitable candidates generally or whose employment with the Purchaser Group has ceased, provided that such response or cessation was not solicited or induced directly or indirectly by the Seller Group.

Competing businesses; customers and suppliers

Permitted actions

holding up to five (5) per cent of the shares in any company listed or traded on any securities exchange;

performing its obligations as a contractor of the Purchaser Group (including those under the Transitional Services Agreement, the Licence Agreement, the BTA and/or the Supply Agreement);

manufacturing Product in any territory or marketing and/or selling Product outside of the Territory.

Acknowledgement

PRE-SALE MERGER

The Seller shall procure that ownership of the entire issued share capital of the Italian Target is transferred at Completion to the Purchaser by Intercept Pharmaceuticals LLC.

CONFIDENTIALITY AND ANNOUNCEMENTS

Definitions

"Announcements" means:

the announcement to be issued by the Seller and the Purchaser on Completion, the form of which is to be agreed between the parties following singing of this agreement; and

the announcement in the Agreed Form to be issued by the Seller and the Purchaser following signing of this agreement.

"discloser" means the person making the announcement or disclosing or using the information; and, for the purposes of clause 13.5(a), includes its group; and

"Relevant Party" means (a) when the discloser is a member of the Purchaser Group, the Seller; or (b) when the discloser is a member of the Seller Group, the Purchaser.

Announcements

Transaction and parties' confidential information

the provisions and subject matter of, and the negotiations relating to, this agreement and any other Acquisition Document; and

all confidential information of the other party or its group (in the case of the Purchaser, including the Group from Completion) received by it as a result of negotiating, entering into or performing this agreement,

Permitted announcements and disclosures

with the prior written consent of the Relevant Party, such consent not to be unreasonably withheld or delayed;

to the extent required by any applicable law or any Authority or securities exchange, including, without limitation, the requirements of the Securities and Exchange Commission and Nasdaq Stock Exchange; or

that is consistent in all material respects with the Announcement, or any other announcement issued in accordance with this clause 13.4.

Other permitted disclosures

the information is or becomes publicly available (other than as a result of a breach by the discloser of any provision of this agreement);

the information is independently developed after Completion;

expressly required or permitted by, or required for or in connection with the performance by any party of its obligations under, this agreement or any other Acquisition Document;

required for or in connection with the performance by the Seller Group of its obligations as a contractor of the Purchaser Group (including those under the Transitional Services Agreement, Supply Agreement, Licence Agreement) or otherwise for the benefit of the Purchaser Group; or

disclosure is made on a strictly confidential and need to know basis by the discloser to:

its group or any of its or its group's officers, employees, consultants, agents, insurers, pension trustees, professional advisers, debt providers or auditors who are subject to confidentiality obligations; or

in the case of the Purchaser:

any member of the Purchaser Group;

any entity within the Nordic Capital Sphere;

any Fund which owns any interest in any group undertaking of the Purchaser in respect of which any member of its group is a general partner, manager, operator or investment adviser (in each case, whether solely or jointly with others);

any Fund which has the same general partner, operator, manager or investment adviser as any Fund referred to in (iii) above;

any general partner, operator, manager or investment adviser to any Fund referred to in (iii) or ((iv) above;

any group undertaking of any entity referred to in (iii), (iv or (v) above;

any scheme under which certain officers, employees or partners of any group undertaking of any entity referred to in (iii), (iv) or (v) are entitled (as individuals or through a body corporate or any other vehicle) to acquire shares in companies in which any group undertaking of any entity referred to in (iii), (iv or (v) also invests, or any person (excluding natural persons) holding shares or other interests under such a scheme or entitled to the benefits of shares or other interests under such a scheme; and

any director, employee or partner of any of the above.

CEPS MATTER

Subject to the finally resolved Relevant CEPS Amount exceeding the Base CEPS Amount, the Seller undertakes to the Purchaser that it shall, within 15 Business Days of a demand by the Purchaser, and subject to the Purchaser providing evidence of it having paid the same, pay to the Purchaser or the French Target or any Group Company designated by the Purchaser (on a Euro for Euro basis)

an amount, equal to the Relevant CEPS Amount less the Base CEPS Amount (the “CEPS Reimbursement”);

less the amount of any actual cash Tax benefit or saving for the Purchaser and/or any Group Company that it reasonably determines, acting in good faith, that part of the Relevant CEPS Amount as corresponds to the CEPS Reimbursement (including all reasonable costs and expenses determined in accordance with paragraph 14.1, (b)) is reasonably expected to give rise to at any time.

Subject to the finally resolved Relevant CEPS Amount being less than the Base CEPS Amount in Euros, the Purchaser undertakes to the Seller that it shall, within 15 Business Days of payment of the Relevant CEPS Amount, pay to the Seller (on a Euro for Euro basis):

an amount equal to the Base CEPS Amount less the Relevant CEPS Amount (the “CEPS Reimbursement”); less

all costs and expenses properly incurred by the Purchaser, the French Target or any Group Company in connection with the CEPS Matter.

The Purchaser shall, and shall procure that the Purchaser Group shall:

consult with the Seller, and, consider in good faith all reasonably commercial actions as the Seller may reasonably request in writing to assess, defend, mitigate, settle or compromise the amount of the CEPS Reimbursement or to defend, mitigate or settle the CEPS Matter or to appeal against any judgment or other adjudication made in relation to the CEPS Matter; and

otherwise, use all commercially reasonable endeavours to take reasonable steps required by the Seller to minimise its liability in relation to the CEPS Reimbursement.

Not settle or agree  the Relevant CEPS Amount with the French Authority, or appeal any determination thereof without the prior written consent of the Seller (not to be unreasonably withheld or delayed)

No member of the Purchaser Group shall be required to take any action or to omit to do anything pursuant to clause 14.3 (a) or (b) which, on a reasonable view, would have a material and adverse effect on the business, goodwill, standing or reputation, or to its relationship with customers, suppliers, employees, or Authorities with oversight of, or be materially onerous or prejudicial to, any Group Company or which might, in the reasonable opinion of the Purchaser, adversely impact the Purchaser Group’s relationship or future dealings with the French Authorities such that the sales or profitability of the Product in France might reasonably be expected to be adversely impacted to an extent which is material in the context of the amount of the CEPS Reimbursement.

Until such time as the CEPS Matter is finally resolved, the Purchaser shall procure that all material information, correspondence and other communication received or transmitted, sent or communicated by it or any Group Company in relation to the CEPS Matter is shared with the Seller as soon as is reasonably practicable and to the extent legally permissible.

For the purposes of this clause 14, “finally resolved” shall mean agreed in writing by the relevant Group Company or determined by a court of competent jurisdiction in respect of which (a) there is no right of appeal or (b) no appeal is launched within 60 days of such court’s determination.

GROUP SEPARATION MATTERS

Seller's access to information

all books of account, records, documents and information of any Group Company (in whatever form) relating to the period before Completion that are held by the Group ("Group Company Information") are preserved for seven (7) years from the Completion Date (or such longer period required by applicable laws); and

(on giving reasonable notice to the Purchaser and subject to the Seller giving such undertakings as to confidentiality as the Purchaser shall reasonably require) the Seller Group and its representatives are permitted, during normal business hours, to have access to, and to take copies (at the Seller's expense) of, such Group Company Information as they reasonably require for Tax, accounting or insurance purposes, or to comply with any applicable law or requirement of any Authority or securities exchange.

Purchaser's access to information

all books of account, records, documents and information of any Group Company (in whatever form) relating to the period before Completion that are retained by the Seller Group ("Retained Information") are preserved for seven (7) years from the Completion Date (or such longer period required by applicable laws); and

(on giving reasonable notice to the Seller) each Group Company and its representatives are permitted, during normal business hours, to have access to, and to take copies (at

Intra-group guarantees given by Group Companies

The Seller shall use all reasonable endeavours to procure the release of each Group Company from all guarantees, securities, indemnities, agreements or other commitments given by or binding on any Group Company in respect of any obligation or liability of the Seller Group ("Group Company Guarantees") as soon as reasonably practicable after Completion.

The Seller shall indemnify the Purchaser and each Group Company against all liabilities, costs and expenses incurred (whether before or after Completion) under or in relation to the Group Company Guarantees.

Intra-group guarantees given by Seller Group

Insurance

all insurance coverage provided in relation to any Group Company pursuant to policies maintained by the Seller Group (each a "Seller Insurance Policy") shall cease; and

it shall be the sole responsibility of the Purchaser to ensure that adequate insurance policies are put in place for each Group Company.

Canadian Marketing Authorisation

Websites

VAT Group

The Purchaser acknowledges that prior to Completion the Seller may make an application for the Irish Target to retrospectively join the VAT Group and to the extent such application remains outstanding at Completion shall, subject to the Seller providing reasonable details of the Seller’s and its advisers’ analysis regarding there being no adverse consequences for the Purchaser and any Group Company and reasonably consulting with the Purchaser thereon, provide the Seller with such

The Seller and (to the extent relevant) the Purchaser agree to take all reasonable steps to procure that each relevant Group Company is removed from the VAT Group with effect from not later than the Completion Date, and to provide all reasonable co-operation and assistance (including, to the extent relevant and without limitation, the giving of consents and making of elections) to each other in respect of such removal.

The Purchaser shall procure that each relevant Group Company provides such information and assistance to the Representative Member that is reasonably necessary to enable the Representative Member to make the returns and provide the information required for VAT purposes in respect of the period for which such Group Company was a member of the VAT Group.

The Purchaser shall pay, or shall procure that there is paid, to the Representative Member (on behalf of each relevant Group Company) an amount (if any) equal to any VAT for which the Representative Member is accountable that is properly attributable to Supplies made by a Group Company while a member of the VAT Group less the amount of deductible input tax that is properly attributable to those Supplies.

Such payment shall be made in cleared funds no later than the date which is the later of the date ten Business Days after the Purchaser receives a demand for payment from the Seller or the Representative Member and two Business Days before the first date on which the VAT in question is payable to the relevant Tax Authority in order to avoid any related interest or penalty.  No payment shall be required under this clause 14.6(c) to the extent that the relevant Group Company made a payment in respect of such VAT to the Representative Member already on or before Completion.

In relation to any pre-Completion period, the Seller shall pay, or shall procure that there is paid, to the Purchaser (on behalf of each relevant Group Company) an amount (if any) equal to any repayment of VAT received by the Representative Member or any credit obtained by the Representative Member (in either case) by reference to an excess of:

any deductible input VAT attributable to Supplies to each such Group Company during the pre-Completion period while a member of such VAT Group; over

output VAT attributable to Supplies made by such relevant Group Company during the pre-Completion period while a member of the relevant VAT Group,

In relation to any post-Completion period, the Seller shall pay, or shall procure that there is paid, to the Purchaser (on behalf of each relevant Group Company which is a member of the VAT Group) an amount (if any) equal to any repayment of VAT received by the Representative Member or any credit obtained by the Representative Member by reference to an excess of:

any deductible input VAT attributable to Supplies to each such Group Company during the post-Completion period while a member of such VAT Group; over

output VAT attributable to Supplies made by such relevant Group Company during the post-Completion period while a member of the relevant VAT Group,

For the purposes of clause 15.6:

“Representative Member” means Intercept Pharma Europe Ltd.

“Supplies” means any supply, acquisition or importation;

“VAT Group” means the UK VAT group having registration number GB ###-###-#### 35, the representative member of which is the Representative Member at the date hereof.

Tax Matters

ASSIGNMENT AND SUCCESSORS

No person shall assign, transfer, charge or otherwise deal with all or any of its benefits, rights or obligations under this agreement, or grant, declare, create or dispose of any right or interest in this agreement, without the prior written consent of the Seller and the Purchaser (such consent not to be unreasonably withheld or delayed).

The Purchaser and any permitted assignee under this clause 16.2 may assign all or any of its benefits or rights under this agreement to the Purchaser Group.

If the Purchaser assigns any of its benefits or rights under this agreement as permitted by this clause 16, then the liability of the Seller to the assignee shall not be greater than it would have been had such assignment not taken place, and all the benefits, rights and protections afforded to the Seller shall continue to apply for the benefit of the Seller as against the assignee as they would have applied as against the Purchaser.

This agreement shall be binding on and continue for the benefit of the successors and permitted assignees of each party.

THIRD PARTY RIGHTS

Each member of the Seller Group which is party to an Acquisition Document shall have the right to enforce clause 10.1 as if a party to this agreement. No other person who is not a party to this agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.  This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

The parties may, without the consent of the Seller Group (other than the Seller) rescind or vary this agreement in such a way as to extinguish or alter the benefits or rights conferred by clause 17.1

COSTS AND EXPENSES

The Purchaser shall pay any notarial fees and costs, any registration fees and any stamp duty or other similar transfer tax payable in connection with this agreement or its execution or on or in respect of the transfer of the Shares.

Unless otherwise expressly provided in this agreement, each party shall bear its own costs, charges and expenses incurred in relation to the preparation, negotiation, execution and implementation of this agreement.

PAYMENTS, ETC

In this clause 19, "Payment Account" means:

if the relevant payment is to be made to the Seller, the account of the Seller notified to the Purchaser for this purpose not less than three (3) Business Days before the date such payment is due and any payment so made will constitute a good, effective and complete discharge of the Purchaser’s obligation to make that payment, in an amount not exceeding the amount of the payment which is made;

if the relevant payment is to be made to the Purchaser, the account of the Purchaser notified to the Seller for this purpose not less than three (3) Business Days before the date such payment is due.

Any payment to be made to the Seller or the Purchaser under this agreement shall be made in US dollars by transfer of immediately available funds for same day value to the Payment Account.

Each party shall pay, and shall procure that its group pays, all amounts due under this agreement in full, without any set-off, counterclaim, deduction or withholding, except to the extent required by applicable laws. Any such deduction or withholding which is required by law shall not exceed the minimum amount required by law, and (apart from in relation to the Consideration and any interest) the payer shall be obliged to simultaneously pay to the payee such sum as will after such deduction or withholding has been made leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding..  If any additional amount is paid under this clause 18.3 by virtue of any deduction or withholding and the payee receives a Tax credit, repayment or other benefit by reason of such deduction or withholding, the payee shall repay to the payer an

To the extent that any payment (excluding in relation to the Consideration and any interest) pursuant to any indemnity or covenant to pay in this agreement is subject to a charge to Tax in the hands of the payee, the payer shall simultaneously pay to the payee such sum as will ensure that after payment of any Tax charged on such sum in the hands of the payee, the payee shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Tax.

For the purposes of clause 19.4, if a payment would have been charged or subject to Tax in the hands of a payee but for the availability of any Relief (other than an exemption), the payee shall be deemed to have been subject to Tax.

Unless otherwise expressly provided in this agreement, if any amount payable under this agreement is not paid by the due date for payment, then interest shall also be paid on that amount from (and including) the due date for payment to (but excluding) the date it is paid (whether before or after judgment) at the base rate of the Bank of England plus 5% accruing on a daily basis, and compounded monthly.

FURTHER ASSURANCE

ENTIRE AGREEMENT

In this clause 21, "Statement" means representation, warranty, statement or assurance (whether contractual or otherwise).

The Acquisition Documents (as varied in accordance with their terms) constitute the entire agreement and understanding between the parties in connection with the transactions contemplated by the Acquisition Documents.  Accordingly, they supersede and extinguish all previous agreements, arrangements and understandings between, and (except to the extent incorporated in the Acquisition Documents) all Statements given by, the parties in connection with such transactions.

Each party acknowledges that it has not relied on, or been induced to enter into any Acquisition Document by, any Statement given by any person (whether a party to this agreement or not) that is not incorporated in any Acquisition Document.

No party shall be liable in equity, contract or tort, under the Misrepresentation Act 1967 or in any other way for any Statement that is not incorporated in any Acquisition Document.

No party shall be liable in tort or under the Misrepresentation Act 1967 for any Statement that is incorporated in any Acquisition Document.

This clause 21 shall not exclude or limit any liability or remedy arising as a result of any fraud.

GENERAL

Severance

Variation

Waiver

Cumulative remedies

Counterparts

Effect of Completion

NOTICES

Interpretation

Form and method of giving Notice

by hand or by courier (using an internationally recognised courier company);

by prepaid recorded delivery post or equivalent if the Notice is to be received in the same country from which it is sent; or

by email, provided that the sender must deliver a copy of such Notice to the recipient otherwise than by email by 5.00 pm on the fifth Business Day after the date on which the original Notice is deemed to have been given in accordance with clause 23.4(b).  Failure by the sender to deliver such copy Notice to the recipient shall not invalidate the original Notice or delay the time such Notice is deemed given under clause 23.4(b).

Contact details for Notices

Time Notice is given

if delivered by hand, by courier or by post, at the time of delivery; or

if sent by email, at the time the email is sent, provided that no automated message is received stating that the email has not been delivered.

Service of process

AGENT FOR SERVICE

In this clause 24, "Agent" means Intercept Pharma Europe Ltd. (or any substitute agent appointed pursuant to clause 24.5).

Subject to clause 24.5, the Seller irrevocably appoints the Agent as its agent in England and Wales for service of process in any legal action or proceedings relating to any Dispute. The Seller irrevocably agrees that any such process shall be effectively served on it if served on the Agent in accordance with this clause (whether or not such process is then forwarded to or received by the Seller).

All process to be served on the Agent shall be sent to:

The Seller shall notify the Purchaser immediately of any change to the Agent's postal or email address or relevant contact.

If, for any reason, the Agent ceases to be able to act as agent or no longer has a postal address in the UK, the Seller shall immediately:

(subject to this clause 24.5) irrevocably appoint a substitute agent with a postal address in the UK; and

notify the Purchaser of the name, postal and email addresses and relevant contact (when appropriate) of the substitute agent.

GOVERNING LAW AND LANGUAGE

This agreement and any Dispute are governed by and shall be construed in accordance with English law.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.

Each party irrevocably agrees that the courts of England and Wales are the most appropriate and convenient courts to settle Disputes and, accordingly, will not argue to the contrary.  Further, each party irrevocably agrees that a judgment in any legal action or proceedings brought in the courts of England and Wales in relation to a Dispute shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.

Each party irrevocably agrees that any process in any legal action or proceedings relating to any Dispute may be served on it in accordance with the provisions of clause 23 (Notices).

Nothing in this agreement shall affect the right of any party to serve any process in any legal action or proceedings relating to any Dispute in any other manner permitted by law.

Austria

Canada

France

Germany

Ireland

Italy

Portugal

Spain

Switzerland

United Kingdom

Austria

Canada

France (Domiciliation contract (contrat de domiciliation))

Germany

Ireland

Italy

Portugal

Spain

Switzerland

United Kingdom

Title and capacity

As at the Effective Time, the Seller is the sole legal and beneficial owner of or has the right to exercise all voting and other rights over and is able to procure the sale, free from Encumbrances, of the Shares.

There is no Encumbrance affecting any of the Shares, nor any agreement or commitment to give or to create any such Encumbrance over or affecting the Shares and no claim has been made by any person to be entitled to any such Encumbrance.

The Seller is validly existing and is a company duly incorporated and registered under the law of its jurisdiction of incorporation.

The Seller has the legal right, full power and authority and all necessary consents and authorisations to enter into and to perform its obligations under this agreement and each other Acquisition Document to which it is or will be party.

This agreement and each other Acquisition Document to which the Seller is or will be party constitutes, or will when executed constitute, legal, valid and binding obligations on the Seller in accordance with its terms (assuming that each such Acquisition Document has been properly executed by the other parties to it and that their entry into it has been duly authorised).

The entry into and performance of its obligations under this agreement and each other Acquisition Document by the Seller will not:

conflict with or breach any provision of its certificate of incorporation or by-laws;

breach or constitute a default under any agreement or instrument to which it is party or by which it is bound and which is material in the context of the Acquisition and that would have a material adverse effect on the Group Companies taken as a whole;

conflict with or breach any applicable law or any order, judgment, decree or requirement of any Authority to which it or any Group Company is subject or submits and which is binding on it; or

require the consent, waiver, approval or authorisation of any Authority.

Share capital

The Shares constitute the entire allotted and issued share capital of each Group Company and have been properly issued and are fully paid up.

No person has any right (whether contingent or otherwise) to require any Group Company:

to allot, or grant rights to subscribe for, shares in or other securities of any Group Company; or

to convert any existing securities into, or to issue securities that have rights to convert into, shares in any Group Company.

Corporate information

The information set out in part 1 schedule 1 relating to the Group Companies is accurate in all respects.

No Group Company acts or carries on business by way of a legal partnership with any other person or is a party to any joint venture agreement.

No Group Company is a member of any corporate or unincorporated person.

No Group Company has any branch or permanent establishment outside its jurisdiction of incorporation.

Each Group Company has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation.

The statutory books of each Group Company have been properly kept, are up-to-date and contain complete and accurate details of all matters required by applicable laws to be entered in them. No notice or indication that any of them is incorrect or should be rectified has been received.

Interests in other companies

No Group Company is the legal or beneficial owner of, or has agreed to acquire, any shares, securities or other interests in any company (other than another Group Company).

Insolvency

The Seller is not insolvent under the law of its jurisdiction of incorporation and it is not unable to pay its debts as they fall due, nor has it stopped paying its debts as they fall due.

No Group Company is insolvent under the law of its jurisdiction of incorporation.

So far as it is aware, no liquidator, administrator, receiver or similar officer has been appointed by any person in relation to the Seller or any Group Company or the whole or any part of its assets or undertaking and so far as the Seller is aware:

no steps have been taken to initiate any such appointment; and

no voluntary arrangement has been proposed in respect of it.

No resolution has been passed or, so far as the Seller is aware,  order been made for the winding up of the Seller or any Group Company and so far as the Seller is aware, no provisional liquidator has been appointed.  So far as the Seller is aware, no petition has been presented for the winding up of the Seller or any Group Company which has not been withdrawn or dismissed.

No arrangement or compromise in relation to reduced payments or the time for payment has been made by the Seller or any Group Company with its creditors generally.

So far as the Seller is aware:

no application has been made to court for an administration order in respect of the Seller or any Group Company; and

no notice of intention to appoint an administrator of the Seller or any Group Company has been given or filed.

Accounts

The Accounts were prepared in accordance with the accounting principles and practices generally accepted in the United Kingdom at the Accounts Date.

The Accounts are complete and accurate in all material respects and give a true and fair view of the assets, liabilities, financial position and profit or loss of the relevant Group Company and of the Group Companies as a whole as at and for the period to the Accounts Date. For the purposes of this paragraph 6.2 in respect of each Group Company which is not incorporated in the United Kingdom, the words “true and fair” shall be substituted with the equivalent terminology applicable under local auditing or statutory regulations to denote accounts in respect of which an unqualified auditor’s certificate has been given.

No change has been made to the accounting policies or to any other accounting treatment including, for the avoidance of doubt, any estimation techniques, of any Group Company in the three (3) years prior to the Accounts Date.

The Accounts include full provision for all bad and doubtful debts, obsolete or slow moving stock and the Accounts state accurately all liabilities and the value of all assets.

The depreciation and amortisation rates adopted in the Accounts are sufficient to ensure that the assets are written down to nil by the end of their useful economic lives.

The Accounts are not affected by any unusual or non-recurring item or by any other factor that makes the Accounts unusual or misleading in any respect.

At the Accounts Date no Group Company had any other liability (whether actual, contingent, unquantified or disputed) or outstanding capital commitment which is not fully disclosed or fully provided for in the Accounts.

The accounting and other records of each Group Company are up-to-date and have been fully, properly and accurately maintained and are in the possession of the relevant Group Company.

The Latest Financial Information has been prepared with reasonable skill and care, having regard to its nature and purpose, in a manner consistent in all material respects with the Accounts, is free from material error and does not materially misstate the asset and liabilities of each Group Company or profits or losses of each Group Company.

Period since Accounts Date

no Group Company has declared, paid or made a dividend or other distribution or agreed to do any such things;

no resolution of the shareholders of any Group Company has been passed (other than resolutions relating to routine business at annual general meetings);

no Group Company has changed its accounting reference date;

the business of the Group Companies has been conducted in the ordinary course of business;

no asset of a value in excess of $[***] has been acquired or disposed of nor has there been any agreement to acquire or dispose of any such asset;

no liability (actual or contingent) has been incurred or has arisen of an amount in excess of $[***] otherwise than trade credit incurred in the ordinary course of business;

no Group Company has materially changed its policies or procedures in relation to the collection of trade debtors or the payment of trade creditors.

Funding

The name and address of each bank with which each Group Company maintains a bank account together with full details of each account (including the account name and number, a statement showing the balance as at the day immediately preceding the date of this agreement, all authorities and mandates, standing orders and direct debits) are set out in the Disclosed Information.

The Disclosed Information contains details (including the amounts and terms) of any overdraft, loan or other financial facilities currently available to any Group Company ("Facilities").

No Group Company has received written notice:

that it is in material default under the terms of any of the Facilities (which default remains outstanding at the date of this agreement); or

to repay any of the Facilities in advance of their stated maturity.

No event which is, or which may become or result in, an event of default or a breach of the terms of any borrowing or financial facility of any Group Company has occurred or been alleged and no change in the direct or indirect ownership or control of any Group Company will or may result in such an event of default or breach.

No guarantee, mortgage, charge, pledge, lien or other security agreement or arrangement has been given by or entered into by any Group Company or third party in respect of any obligations of any Group Company (including in respect of borrowings) or in respect of the indebtedness or obligations of any other person.

No Group Company has lent or agreed to lend any money which has not been repaid to it and there are no debts owing to any Group Company other than debts that have arisen in respect of trading and in the ordinary course of business.

No Group Company is a party to any subsisting debt factoring or discounting arrangement or agreement.

Grants and state aid

Assets

All assets, properties and rights used by any Group Company for or in connection with its business, or which are required for the continuation of the Business as it is currently conducted and as conducted for the twelve (12) months prior to the date hereof are legally and beneficially owned by a Group Company, or will be transferred under the BTA and are  free from any Encumbrance and there is no agreement or commitment to create any Encumbrance and no claim has been made by any person to be entitled to any such Encumbrance, other than those:

disposed of in the ordinary course of business;

subject to hire purchase or finance lease agreements;

acquired subject to retention of title clauses; or

subject to liens arising by operation of law.

All material assets are in the possession of or under the control of the Group Companies or are being transferred under the BTA (save where held by a third party in the ordinary course of business).

The trading stock (including work in progress) of each Group Company is in good condition and is capable of being sold by the relevant Group Company in the ordinary course of business at no less than current pricing levels and without discount, rebate or other allowance.

The amounts of trading stock (including work in progress) of each Group Company is appropriate and normal for such Group Company’s current level of business, having regard to current and reasonably anticipated orders, and none is obsolete, slow moving, unusable or unmarketable.

All plant and machinery (including fixed plant and machinery), vehicles and office equipment used by any Group Company in connection with its business are in good repair and condition, are properly maintained and fully serviceable and are capable of being used safely and efficiently in connection with the business of the relevant Group Company.  None is obsolete, surplus to current requirements or in need of renewal or replacement.

Debtors

Real property

The Disclosed Information contains accurate details of the Property.

The Property comprises all the land and premises owned or occupied by any Group Company and no Group Company has interest in any other real estate.

The brief particulars of the Property set out in part 3 of schedule 1 are accurate in all material respects.

In relation to each lease under which any part of the Property is held:

there is no subsisting breach of any covenant, condition or agreement;

such lease is legal, valid, binding, enforceable and in full force and effect, and the relevant Group Company has a valid leasehold interest;

the rents and other monies due and payable under it have been paid;

the Group Company named in part 3 schedule 1 as its holder has not received written notice from the landlord that it is in material breach of its obligations under such lease (which breach remains outstanding at the date of this agreement); and

there is no event, fact or circumstance which would allow the lessor to terminate its lease agreement with respect to the Property prior to the expiry of the term of such lease agreement.

In relation to the Office User Agreement under which any part of the Property is occupied:

there is no subsisting breach of any covenant, condition or agreement;

such Office User Agreement is legal, valid, binding, enforceable and in full force and effect, and the Canadian Target occupies such Property;

the fees and other monies due and payable under the Office User Agreement have been paid;

the Canadian Target named in part 3 schedule 1 as its holder has not received written notice from the centre that it is in material breach of its obligations under such Office User Agreement (which breach remains outstanding at the date of this agreement); and

there is no event, fact or circumstance which would allow the centre to terminate its Office User Agreement with respect to the Property prior to the expiry of the term of such Office User Agreement.

No Group Company has leased or otherwise granted to any third party the right to use of occupy any of the Properties or any portion thereof.

There are no easements or other Encumbrances on the Property related to any Group Company’s lease, occupation or use thereof.

Insurance

The Disclosed Information contains summary details of the material insurance policies maintained by or on behalf of any Group Company.

Each Group Company has maintained full indemnity insurance cover against all risks normally insured against by companies carrying on a similar business, complete and accurate written particulars of each of which have been provided to the Purchaser.

All of the insurance policies are in full force and effect, none are void or voidable, no claims are outstanding, no event has occurred which might give rise to any claim, and all premiums due and payable have been paid.

During the two (2) years immediately preceding the date of this agreement no individual insurance claim in excess of $[***] has been made by any Group Company.

All known incidents or circumstances that could give rise to (i) a product liability claim, (ii) an employer’s liability claim or (iii) a directors and officers claim against a Group Company or a Seller have been properly disclosed, notified, declared and accepted by the relevant insurer.

IP

Each Group Company owns, or has licensed to it or will have licensed to it pursuant to the Licence Agreement, all the IP necessary to carry on its business in all material respects as currently conducted.

The Disclosed Information contains complete and accurate details of the registered IP , or the subject of an application to register IP, in the name of any Group Company or the Seller or any Affiliate of the Seller and the subject of the Licence Agreement or the Trademark Assignment("Seller IP").

The Seller IP is in the sole legal and beneficial ownership of any Group Company or the Seller or any Affiliate of any of them in each case free from any Encumbrance.

The application, registration and renewal fees relating to the Seller IP that have fallen due have been paid.

The Seller IP is in force without restriction and, so far as the Seller is aware, nothing has been done, or not been done, as a result of which any Seller IP may cease to be in force.

In the two years prior to the date of this agreement, neither the Seller nor any Group Company has received any written notice challenging the validity of any Seller IP that would have a material adverse effect on either the Seller or any Group Company.

The Disclosed Information contains complete and accurate details of the terms of all licences of the Seller IP which are material to the business of any Group Company.  So far as the Seller is aware, neither of them nor any Group Company is in material breach of any such licence.

So far as the Seller is aware, in the two years prior to the date of this agreement, no third party has infringed or threatened to infringe any Seller IP.

The Disclosed Information contains details of the licences of IP granted to any Group Company used in, and which is material to, the business of each of the Group Companies ("Material IP Licences").  All Material IP Licences are valid and subsisting.

No Group Company has received written notice from any counterparty to any Material IP Licence that it is in material breach of such licence (which breach remains outstanding at the date of this agreement) and no notice to terminate has been given or threatened.

In the two years prior to the date of this agreement, no activities of any Group Company nor the Seller have been alleged to infringe the IP of any third party.

All rights in and to the Seller IP that was created or developed by an employee or a contractor was either created, developed or conceived pursuant to a valid and enforceable written agreement under which all right, title and interest in and to any IP is assigned to or vests in any Group Company, the Seller or any Affiliate of any of them or so vests by operation of applicable law.

Regulatory

The manufacture and sale of the Product in accordance with the formulation set out in the Product Files is in compliance with all applicable laws in all material respects with which the Seller must abide.

In the two years prior to the date of this agreement there have been no enforcement actions against the Seller by any regulatory body or government agency relating to the Product that would have a material adverse effect on the Group Companies taken as a whole.

In the two years prior to the date of this agreement there have been no product recalls affecting the Product that would have a material adverse effect on the Group Companies taken as a whole.

So far as the Seller is aware, the Marketing Authorisations are in full force and effect and the Seller is not aware of any reason why any of them should be withdrawn.

So far as the Seller is aware, the marketing authorisation for the Product in Canada held by the Seller is in full force and effect and the Seller is not aware of any reason why it should be withdrawn.

IT Systems

In this paragraph 16, "IT Systems" means the material information technology systems used by any Group Company other than the internet and third party telecommunication networks.

The Disclosed Information contains brief details of the IT Systems.

So far as the Seller is aware, in the last 12 months, there has been no failure, breakdown or security breach of the IT Systems which had a material adverse effect on the Group Companies taken as a whole.

Data protection

In the last two years, no Group Company has received any formal written notice from any Authority that would have a material adverse effect on the Group Companies taken as a whole:

alleging non-compliance with the Data Protection Act 1998, the Data Protection Act 2018 or the General Data Protection Regulation (EU 2016/679);

requiring it to change, cease using, block or delete any personal data; or

prohibiting the transfer of personal data to any place.

Confidential information

Guarantees, etc

So far as the Seller is aware, no Group Company is a party to or has any liability (actual or contingent) under any subsisting guarantee, security, indemnity or letter of credit, agreement or other commitment in respect of any obligation or liability of any third party (other than another Group Company) in excess of USD $[***].

Except for any guarantee or warranty implied by law, no Group Company has given any indemnity, guarantee, warranty, or made any representation in respect of goods or services supplied or to be supplied.

Key contracts

In this paragraph references to “contract” include any arrangement, obligation, understanding or commitment, and references to “material” shall mean material to the business, prospects, profits or assets of any Group Company.

Save as Disclosed, no Group Company is a party to any contract which:

is of a revenue nature in excess of US$[***] per annum or expenditure nature in excess of US$[***]

is of an unusual or exceptional nature or is not in the ordinary course of business; or

cannot readily be performed by it on time except with undue effort or unusual expenditure; or

restricts its freedom to carry on the whole or any part of its business in any part of the world in such manner as it thinks fit,.

The Disclosed Information contains and a copy of each Material Contract (to the extent that the terms of such contract are included within a written agreement).

No Group Company has received written notice from any counterparty to any Material Contract that it is in material breach of such contract (being a breach that would have a material adverse effect on the Group Companies taken as a whole).

Each of the Material Contracts is in full force and effect.  So far as the Seller is aware, no party to any Material Contract is in material breach of it (being a breach that would have a material adverse effect on the Group Companies taken as a whole).

No notice of termination of any Material Contract has been served or received by any Seller or any Group Company and which termination would have a material adverse effect on the Group Companies taken as a whole, there are no grounds for the determination, rescission, avoidance or repudiation of any such contract and there has been no allegation of such a thing.

No Group Company is or, within the past 3  years has been, a party to a contract which is, or was, not entirely of an arm’s length nature and no Group Company has transferred or has agreed to transfer any assets except at market value.

Terms of Trade

No substantial customer or supplier of any Group Company (being a customer or supplier which accounts for [***] per cent. ([***]%) or more of such Group Company’s annual custom or supply, as the case may be) has during the twelve (12) months immediately preceding the date of this agreement ceased, reduced or indicated an intention to cease or reduce, changed the terms of or indicated an intention to change the terms of, its trading with or supplying to such Group Company.

No Group Company carries on business under any name other than its own corporate name.

No third party has any option or right of first refusal over the Product or any similar product developed by the Seller Group or any Group Company.

Product

So far as the Seller is aware, no Group Company has given any warranty or guarantee in relation to the Product (other than those implied by any applicable law or contained in its standard terms and conditions of sale) that is reasonably likely to give rise to a liability in excess of US$[***].

The Disclosed Information contains details of each customer claim in the last 12 months which resulted in a payment or refund to the customer in excess of US$[***].

In the last two years, there has not been any recall of products manufactured or sold by any Group Company where the value of the products recalled exceeded US$[***] in aggregate (either in any calendar year or with respect to any particular product recall or series of product recalls).

No Group Company has manufactured, sold or provided any product or service which did not comply with all laws, regulations, standards and requirements then applicable or with any representation or warranty (express or implied) given in respect of it and in respect of which the relevant time period for bringing a claim has not expired..

Licences

The Disclosed Information contains details of the licences, registrations, consents, permits and authorisations by any Group Company from any Authority that are material to the Group Companies taken as a whole, excluding any licences relating to IP ("Licences").

Each Licence is in full force and effect, , is not and in the last two years, no Group Company has received formal written notice from any Authority that it is in material breach of any Licence (which breach remains outstanding at the date of this agreement) that is likely to result in the suspension or revocation of such Licence.

The change of control of the Group Companies pursuant to the sale and purchase of the Shares will not result in the revocation, termination or modification of any Licence.

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Employees and terms of employment

The Disclosed Information contains: