Exhibit 10.1

Dated November 29, 2006

Rockwood Specialties Group GmbH

And

The Persons Identified Herein

And

The Other Shareholders

And

The Financial Investors

And

Financière Ginova

SHARE PURCHASE AGREEMENT

relating to the sale and purchase of the shares of Groupe Novasep SAS

Table of Contents

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SHARE PURCHASE AGREEMENT

BETWEEN THE UNDERSIGNED:

(1)                                  Rockwood Specialties Group GmbH, a company organized under the laws of Germany, with a share capital of € 25,000, which registered office is Königsberger Strasse 1, D-60487 Frankfurt am Main, Germany, registered under number HRB 57924, represented by Udo Pinger, duly authorized for the purpose hereof pursuant to the power of attorney attached to Schedule (1) (hereinafter referred to as “RSGG” or the “Corporate Seller”),

on the one hand,

(2)                                  Each of the persons whose names and details are set out in Schedule (2), represented by Roger-Marc Nicoud, duly authorized for the purpose hereof pursuant to the powers of attorney attached to Schedule (2), that constitute a “mandat d’intérêt commun” for the purpose of Article 1325 of the French Civil Code, (together hereinafter referred to as the “Represented Managers” and individually as the “Represented Manager”),

on the second hand,

(3)                                  Each of the entities whose names and details are set out in Schedule (3), represented by Pierre Hilaireau, duly authorized for the purpose hereof pursuant to the powers of attorney attached to as Schedule (3)

on the third hand,

(4)                                  Pierre Hilaireau, born on December 7, 1954 at Saint Michel Le Cloucq (France), French national, whose address is 23, chemin des Brigeottes, 54130 Saint Max, France,

on the fourth hand,

(5)                                  Henri Colin, born on May 26, 1950 at Chateaubriant (France), French national, whose address is 77, rue Sainte Geneviève, 54130 Dommartemont, France, represented by Pierre Hilaireau, duly authorized for the purpose hereof pursuant to the powers of attorney attached to as Schedule (3)

((3), (4) and (5) being together referred to as the “Other Shareholders”)

on the fifth hand,

(The Corporate Seller, the Managers and the Other Shareholders being hereinafter collectively referred to as the “Sellers” and individually as a “Seller”)

The Sellers are acting severally (de façon non-solidaire) and not jointly under this Agreement, and nothing in this Agreement may be constructed or interpreted so that the Sellers would act otherwise.

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(6)                                  Financière Ginova SAS, a French société par actions simplifiée, with a share capital of € 37,000, which registered office is located 55 boulevard Pereire, 75017 Paris, incorporated with the Paris Commercial and Corporate Register under number 492 941 299, represented by Paul Bekx, duly authorized (referred to as “Financière Ginova” or the “Purchaser”),

on the sixth hand,

The Sellers and the Purchaser being hereinafter collectively referred to as the “Parties” and individually as a “Party”. Other capitalized terms used hereafter without definition are defined in Schedule 1.1.

AND FOR THE SOLE PURPOSE OF ARTICLE 6.8.

(7)                                  Gilde Buy Out Partners SAS, a French société par actions simplifiée, with a share capital of € 37,000, which registered office is located 117 rue de Charenton, 75012 Paris, incorporated with the Commercial and Corporate Register of Paris under number 488 917 345, represented by Paul Bekx, duly authorized for the purpose hereof (referred to as the “Financial Investor 1”),

on the seventh hand,

(8)                                  Middle Market Fund III FCPR, a French fonds commun de placement à risques, represented by its management company, Banexi Capital Partenaires, a French société anonyme, with a share capital of € 1,000,000, which registered office is located 32 boulevard Haussman, 75009 Paris, represented by Christine Mariette, duly authorized for the purpose hereof,

on the eighth hand,

(7) and (8) being individually referred to as a “Financial Investor” and collectively as the “Financial Investors”

The Financial Investors are acting severally (de façon non-solidaire) and not jointly under this Agreement, and nothing in this Agreement may be construed or interpreted so that the Financial Investors would act otherwise.

WHEREAS:

(A)                              The Corporate Seller holds an aggregate number of 419,150 Class A shares (the “Corporate Seller Shares”) in Groupe Novasep SAS, a société par actions simplifiée, with a share capital of €50,378,988.92 whose registered office is Boulevard de la Moselle — Site Eiffel, 54340 Pompey, France (the “Company”), representing approximately 78.57% of the entire share capital and of the voting rights of the Company.  The Managers hold an aggregate number of 114,298 Class B shares in the Company (the “Managers Shares”), representing approximately 21.43% of the entire share capital and of the voting rights of the Company.  For each category of Shares, Schedule (A) sets out the number of Shares held by each Seller.

(B)                                The Managers Shares and the Corporate Seller Shares represent in aggregate 100% of the share capital and voting rights of the Company (on a non-fully diluted basis). The Company has also granted, to the benefit of identified managers, 19,935 outstanding options to subscribe to its share capital, which, if exercised, represent 3.6% (in aggregate) of the share capital of the Company on a fully diluted basis.

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(C)                                A limited auction procedure to find a single purchaser for the Shares has been initiated in August 2006.

(D)                               On August 28, 2006, the Financial Investor 1 has signed a non-disclosure undertaking (the “Non-Disclosure Undertaking”).

(E)                                 On August 30, 2006, JP Morgan, Cazenove and Lazard delivered an information memorandum to the Financial Investor 1 (a copy of which was made available in the Data Room) to provide a general overview of the activities and financial situation of the Company and its Subsidiaries (the “Information Memorandum”).

(F)                                 On September 18, 2006, Gilde Buy-Out Fund III B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial Investor 1, made a non-binding preliminary proposal to acquire or be contributed all the shares in the Company.

(G)                                The Financial Investor 1 and its advisors had access to a virtual data room containing detailed information on the Company and its Subsidiaries between September 25, 2006 and the date hereof (the “Data Room”). The Data Room was updated from time to time.  An index of all documents made available in the Data Room is attached as Schedule (G) to this Agreement (the “Data Room Index”).

(H)                               The Financial Investor 1 had the opportunity to submit further questions on the Novasep Group Companies. An overview of all such questions asked and answers provided is attached as Schedule (H) to this agreement (the “Q&A Sheet”).

(I)                                    The Financial Investor 1 and his financial advisors have attended management meetings with the management of the Company on October 19, 20, 23 and 30, 2006, during which the Purchaser had the opportunity to ask questions to the senior management of the Company directly.

(J)                                   On November 7, 2006, Gilde Buy-Out Fund III B.V., managed by Gilde Buy-Out Partners BV, itself advised by the Financial Investor 1, made a binding offer, amended on November 9 and 13, 2006.

(K)                               The Corporate Seller wishes to sell to, and the Managers wish to sell and/or contribute to, the Purchaser and the Purchaser wishes to purchase from the Corporate Seller all the Corporate Seller Shares and to purchase and/or be contributed by the Managers all the Managers Shares, upon the terms and subject to the conditions set forth in this Agreement.

(L)                                 The Managers, the Purchaser and the Financial Investors have on the date hereof entered into an investment agreement in relation to their respective investments in the Purchaser.

IT BEING UNDERSTOOD AND AGREED AS FOLLOWS:

1                                         DEFINITIONS

1.1          Definitions

For the purposes of this Agreement, certain terms are defined in Schedule 1.1. Schedule 1.1 also indicates the terms which are defined in Articles and Schedules of this Agreement.

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1.2          Interpretation and Rules of Construction

In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)                  when a reference is made in this Agreement to an Article, Exhibit or Schedule, such reference is to an Article of, or an Exhibit or Schedule to, this Agreement;

(b)                 the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c)                  whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d)                 the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(e)                  references to a Person are also to its successors and permitted assigns;

(f)                    where it is necessary to determine whether a monetary limit or threshold set out in this Agreement has been reached or exceeded and the value of the relevant claim or any of the relevant claims is expressed in a currency other than Euros, the value of each such claim shall be translated into Euros at the prevailing exchange rate applicable to that amount of that non-Euro currency by reference to middle-market rates quoted by BNP Paribas immediately before close of business in Paris on the date on which the claim is finally determined in accordance with this Agreement.

(g)                 the Schedules to this Agreement form part of this Agreement and have the same force and effect as if set out in the body of this Agreement.  Any reference to this Agreement includes the Schedules to it.

2                                         SALE AND PURCHASE OF THE SHARES

2.1          The Shares

On the terms and subject to the conditions set forth in this Agreement, including in particular the satisfaction or waiver of the conditions precedent set out in Article4, each of the Sellers hereby sells to the Purchaser and the Purchaser agrees to purchase from each of the Sellers, all but not part only, of the Shares set forth opposite such Seller’s name on Schedule A, free from any Encumbrances, with all rights attached or accruing to them at Closing.

Notwithstanding the above, the Managers may elect to contribute in kind, between the date hereof and Closing, part of the Shares set forth opposite such Managers’ name, in accordance with Article 2.4 below. In such case, the content of Schedule A shall be adjusted in accordance with Article 2.4.4 below;

2.2                               Transfer of the ownership of the Shares sold respectively by the Sellers to the Purchaser

2.2.1                        The ownership of the Shares sold to the Purchaser pursuant to Article 2.1 above shall be transferred to the Purchaser on the Closing Date against payment of an amount equal to the number of Shares sold by the Sellers multiplied by the Purchase Price Per Share in accordance with Article 3.1 below.

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2.2.2                        On the Closing Date, the Corporate Seller and the Managers will respectively transfer and/or contribute their Corporate Seller Shares and their Managers Shares to the Purchaser free and clear of any Encumbrances.

2.3          Rights Attaching to the Shares — Dividends

The Shares sold or contributed to the Purchaser shall be sold or contributed together with all rights attaching thereto, including the right to the full amount of all dividends (i) which might have been allocated to the Shares in respect of the financial year ended 31 December 2005 but not paid to the Sellers on or prior to Closing Date and (ii) which might have been allocated to the Shares in respect of the current financial year ending 31 December 2006.

2.4          Contribution

2.4.1                        Each of the Managers shall have the right to opt for the contribution to the Purchaser on the Closing Date, concurrently with, and subject to, the acquisition of the Shares by the Purchaser, of part of the Managers Shares it owns at a value per Contributed Managers Share (as defined below) equal to the Purchase Price per Share.

2.4.2                        Each of the Managers wishing to contribute part of its Managers Shares shall (i) notify the Purchaser at the latest five (5) Business Days after the date hereof the number of Managers Shares that each Manager wishes to contribute (the “Contributed Managers Shares”) and (ii) enter into a contribution agreement with the Purchaser in the form of Schedule 2.4.2 at the latest seven (7) Business Days after the date hereof and in any event prior to the Closing Date.

2.4.3                        Absent any notification addressed to the Purchaser in accordance with Article 2.4.2, a Manager shall be deemed to have irrevocably waived its right to opt pursuant to Articles 2.4.1 and 2.4.2 and shall sell for cash all the Managers Shares it owns on the Closing Date.

2.4.4                        Should any Manager notify to the Purchaser in accordance with Article 2.4.2 (the “Contributing Manager”), the Purchaser shall be deemed to have accepted such option and consequently that the Contributed Managers Shares will not be sold but will be contributed to the Purchaser. In such a case, the number of Shares as set forth opposite such Contributing Manager’s name on Schedule A shall be automatically reduced by the number of Contributed Managers Shares of said Contributing Manager (the “Transferred Shares”) and the Purchase Price shall be downwardly adjusted, in respect of the Contributed Managers Shares, by an amount equal to the Purchase Price by Share multiplied by the aggregate number of Contributed Managers Shares.

2.4.5                        The Purchaser and each Contributing Manager undertake to enter into any contracts, including any contribution agreement in the form of Schedule 2.4.2 and execute any document to the effect above and take all necessary actions to consummate the contribution of the Contributed Shares on the Closing Date concurrently with (and subject to) the acquisition of the Transferred Shares by the Purchaser.

2.4.6                        If the Contributed Managers Shares owned by one or more of the Contributing Managers are not effectively contributed to the Purchaser on the Closing Date, such Contributing Managers shall (i) be deemed to have irrevocably waived their right to elect for the contribution provided under Article 2.4.1 and shall (ii) sell all the Managers Shares they own to the Purchaser on the Closing Date. In such a case, the Purchase Price and the number of Shares as set forth opposite such Seller’s name on Schedule A shall be re-adjusted accordingly.

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3                                         PURCHASE PRICE

3.1          Amount

3.1.1                        The unit purchase price per Share (based on a number of 533,448 shares of the Company representing 100% of the share capital and voting rights of the Company on a non-diluted basis) amounts to € 397.415 (the “Purchase Price Per Share”).  The purchase price is equal to the Purchase Price Per Share multiplied by the number of Shares sold by the Sellers to the Purchaser on the Closing Date i.e. € 212,000,236.92 (the “Purchase Price”) same as provided otherwise in Article 3.1.2 below.

3.1.2                        In the event that one or several Managers have elected to contribute part of their Managers Shares, the Purchase Price shall be reduced by an amount equal to the Purchase Price Per Share multiplied by the aggregate number of Contributed Shares (the “Modified Purchase Price”). The Purchase Price or the Modified Purchase Price shall be referred to as the “Closing Purchase Price”. The Closing Purchase Price shall be adjusted, as the case may be, after the Closing Date in accordance with Article 3.2 below.

3.2          Adjustment of the Closing Purchase Price

3.2.1                        The Parties agree that, following final determination of the Adjustment Statement as described in Article 3.2.2 below, the Closing Purchase Price will be adjusted as follows (any of the matters referred to under (i) and (ii) below shall constitute a Closing Purchase Price Adjustment and shall be referred individually as a “Closing Purchase Price Adjustment” and collectively as “Closing Purchase Price Adjustments”):

(i)                                     Following the Closing, the Sellers shall pay to the Purchaser, as a downward post-Closing adjustment of the Closing Purchase Price, any amount paid by the Novasep Group Companies as from September 30, 2006 as a result of:

a.               any indemnification due by the Novasep Group Companies in accordance with the share purchase agreement dated 9 March 2006 entered into between DNES and Arques Invest Central GmbH with respect to the sale of Rohner AG, up to a maximum amount of € 2,000,000;

b.              any payment made by any of the Novasep Group Companies in connection with the disputes as listed in Schedule 3.2.1(i)(b), for which provisions have been recorded in the 2006 Novasep Interim Financial Statements, up to a maximum amount of € 600,000;

c.               any payment made by the Novasep Group Companies as a result of the warranties obligations granted by the Novasep Group Companies for which provisions have been recorded for an amount of € 756,165 in the 2006 Novasep Interim Financial Statements, up to a maximum amount of € 500,000.

(ii)                                  Following the Closing, the Purchaser shall pay to the Sellers, as an upward post-Closing adjustment of the Closing Purchase Price:

a.                                               any amount paid to any of the Novasep Group Companies as a result of the repayment of the € 2,500,000 working capital loan granted by DNES to Rohner AG in connection with the share purchase agreement dated 9 March 2006 entered into between DNES and Arques Invest Central

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                                                        GmbH with respect to the sale of Rohner AG, up to a maximum amount of € 2,000,000;

b.                                              an amount equal to the net financial gain (after taking into account the impact of corporate income tax) resulting from the termination or assignment, within a period of three (3) months after Closing, by the Novasep Group Companies of the Swap Arrangements, up to a maximum amount of € 300,000.

3.2.2                        The Parties also agree that, for the determination of the Adjustment Statement, the following principles shall be applied:

(i)                     Within ten (10) Business Days of the occurrence of each of the following events or dates:

-                                            for payments referred to in Article 3.2.1 (i) (a) and (c), the date on which such payments are due and payable (i.e. such payments being liquides, certains and  exigibles)

-                                            for payments referred to in Article 3.2.1 (i) (b), the date of which a final and non-appealable decision is made by a judicial or arbitration court (it being specified that a decision that can only be appealed before the Supreme Court of the relevant jurisdiction shall be regarded as final and non-appealable for the purpose of this Article 3.2.2) ;

-                                            for payments referred to in Article 3.2.1 (ii) (a), the date on which the relevant Novasep Group Company receives any of such payments;

-                                            for payments referred to in Article 3.2.1 (ii) (b), the date on which the relevant Novasep Group Company receives any of such payments after assigning the contracts;

The Purchaser shall deliver to the Sellers, a draft statement (i) setting out, with sufficient details, (a) the circumstances or facts related to the amounts to be paid either by the Sellers and/or by the Purchaser pursuant to Articles 3.2.1 (i) and 3.2.1 (ii) (the “Amounts”) as well as any and all necessary information to be provided in relation to these Amounts and (b) the payments to be made by the Purchaser and/or by the Sellers as Closing Purchase Price Adjustments and (ii) any supporting evidence or documentation relating to the Amounts ((i) and (ii) constituting the “Draft Adjustment Statement”).

However, notwithstanding the above, the Parties agree that if the balance between the Amounts to be paid by the Sellers and the Amounts to be paid by the Purchaser is between a range of €(150,000) and €150,000, the Parties agree that such Draft Adjustment Statement will only be delivered by the Purchaser to the Sellers at the end of the relevant quarter following the date of occurrence of any events or dates listed above plus thirty (30) Business Days.

(ii)                  Within twenty (20) Business Days of receipt by the Sellers of the Draft Adjustment Statement, the Sellers may give written notice to the Purchaser stating that the Draft Adjustment Statement has not been prepared and determined on the basis set forth in

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                                Articles 3.2.2 (i) and 3.2.2 (ii) above and shall attach a schedule of those items in respect of which it disagrees with the Draft Adjustment Statement together with the reasons for the disagreement in reasonable detail (the “Sellers’ Disagreement Notice”).

If a Sellers’ Disagreement Notice has not been served by the Sellers within the twenty (20) Business Day period referred to above, the Draft Adjustment Statement shall be final and binding on the Parties and the payment of the Closing Purchase Price Adjustment shall be made in accordance with Article 3.3.

(iii)               If a Sellers’ Disagreement Notice has been served by Sellers within the twenty (20) Business Day period referred to in (ii) above, the Purchaser shall review and respond to the Sellers’ Disagreement Notice within ten (10) Business Days from the receipt of the Sellers’ Disagreement Notice (the “Purchaser Notice”). If no Purchaser Notice is received by the Sellers within such ten Business Day period, the Sellers’ Disagreement Notice shall be deemed approved and the Draft Adjustment Statement as amended according to the Sellers’ Disagreement Notice, will be final and binding on the Parties and the payment of the Closing Purchase Price Adjustment shall be made in accordance with Article 3.3.

(iv)              If the Sellers and the Purchaser are unable in good faith to reach agreement in respect thereof, within the ten (10) Business Day period referred to in Article 3.2.2 (iii), they shall refer the final determination of the Draft Adjustment Statement to Ernst & Young acting as a “tiers arbitre” in accordance with Article 1592 of the French Code Civil (the “Expert”).

(v)                 Except to the extent that the Purchaser and the Sellers agree otherwise, the Expert shall determine its own procedure but:

-                                            apart from procedural matters, shall determine only items in dispute in the Sellers’ Disagreement Notice and in the Purchaser Notice;

-                                            shall apply the principles set out in Articles 3.2.1 (i) and 3.2.1 (ii);

-                                            the procedure of the Expert shall (i) give the Parties a reasonable opportunity to make written and oral representations to them, (ii) require that the Parties supply each other with a copy of any written representations at the same time as they are made to the Expert, (iii) permit each Party to be present while oral submissions are being made by any other Party.

In view of the determination of the Closing Purchase Price Adjustment, the Expert shall prepare and deliver to each Party a report no later than thirty (30) days from its appointment (the “Expert Report”). The determination of the Closing Purchase Price Adjustment as set forth in the Expert’s Report shall be final and binding on the Parties save in the event of manifest error (erreur grossière).

The fees of the Expert shall be paid as to half by the Sellers and also half by the Purchaser. The portion of the Expert’s fees to be paid by the Sellers shall be allocated among them in proportion to their respective share in the Closing Purchase Price.

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(vi)              The Draft Adjustment Statement, either as originally submitted by the Purchaser or as agreed between the Purchaser and the Sellers pursuant to Article 3.2.2(iii) or as set forth in the Expert Report, shall constitute the adjustment statement under this Agreement which shall be final and binding on the Parties (the “Adjustment Statement”). For the avoidance of doubt, it is expressly agreed between the Parties that the procedure set out above to determine the Adjustment Statement shall be reiterated upon the occurrence of any of the events or dates set out in Article 3.2.2(i).

(vii)           During the whole review periods of the Adjustment Statement, the Purchaser and the Sellers, as the case may be, shall (a) cooperate fully and completely so far as they are able and shall cause the Novasep Group Companies to cooperate fully and completely, during normal working hours, in responding to reasonable questions and requests for information submitted by the Sellers, the Sellers’ Advisers and the Expert, (b) have reasonable access to the books, records, documents and information of the Novasep Group Companies, and any other information that is necessary for the Parties to determine the Amounts and (c) make readily available to the Expert all relevant books and records (in their respective possession or control) and any working papers relating to the Draft Adjustment Statement, the Sellers’ Disagreement Notice and the Purchaser Notice and all other items reasonably requested by the Expert in connection therewith. It is agreed between the Parties that for the information provided under (a), (b) and (c) above shall remain in the strictest confidence in accordance with Article 9.5.1 below.

The Purchaser and the Sellers hereby authorize each other, their respective advisers and the Expert to take copies of all information which they have agreed to provide under this Article 3.2.2; provided that the Purchaser and the Sellers shall instruct the Expert to keep such information confidential.

3.3          Payment of the Closing Purchase Price and of the Closing Purchase Price Adjustment

3.3.1                        Subject to the Sellers’ compliance with their obligations hereunder and to the satisfaction or waiver of the conditions precedent set forth in Article 4, the Purchaser shall, on the Closing Date, pay the Closing Purchase Price to be allocated as follows:

(a)                      the Purchaser shall, on the Closing Date, pay the Corporate Seller Purchase Price to the Corporate Seller, by wire transfer (value date: the Closing Date) to the account opened under the name of the Corporate Seller as designated by the Corporate Seller at least five (5) Business Days prior to Closing; and

(b)                     the Purchaser shall, on the Closing Date, pay the Managers Purchase Price to (i) the accounts opened under the name of each of the Selling Managers and (ii) the accounts opened under the name of the Other Shareholders, such accounts as designated respectively by the Agent and the Other Shareholders at least five (5) Business Days prior to Closing, it being specified that, upon delivery by the Purchaser of a certified copy of irrevocable wire transfer instructions to the benefit of each Manager for an amount and to an account as specified by the Agent and by the Other Shareholders in accordance with this Article 3.3, the Purchaser shall be released from its payment obligations towards the Managers.

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8.1.6                        The Purchaser hereby declares that the Information Documents were taken into account in the terms and conditions of this Agreement.

8.2          Representations and Warranties of the Purchaser

The Purchaser makes to the Sellers the representations set out in Schedule 8.2 (the “Purchaser Representations”).

8.3          Indemnification

Schedule 8.3 sets forth (a) the principles and procedures for indemnification with respect to the Sellers Representations set out respectively in Schedule 8.1.1 and (b) the limitations on the liability of the Sellers.

9                                         GENERAL PROVISIONS

9.1          Expenses

9.1.1                        Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisers and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

9.1.2                        The Corporate Seller, the Selling Managers and the Purchaser agree that any third parties’ fees or costs incurred in relation to the preparation of the Information Memorandum, the Data Room, or the VDD Reports as well as in relation to the study and preparation of the introduction to public offering of the shares of the Company or disposal/transfer of shares of the Company, shall be exclusively borne by the Corporate Seller and the Selling Managers, which agree to hold the Company and the Subsidiaries harmless for any amounts paid or to be paid by them in connection therewith, such costs to be paid by each relevant Party upon Closing.

9.2          Represented Managers Agent

9.2.1                        Each of the Represented Managers hereby appoints Mr. Roger-Marc Nicoud (the “Agent”), with effect as of the date of this Agreement, as their duly authorized attorney-in-fact, who accept this appointment, in order to take any action or omit to take any action, to exercise any right or perform any obligation, receive all notices, and other documents, to receive and distribute any payments, to give all consents, to handle, dispute, settle or otherwise with any and all claims against the Represented Managers under this Agreement and, more generally, to exercise the rights and fulfill all obligations of the Represented Managers on their behalf under this Agreement and as further described in Schedule 9.2.1. The Agent shall be entitled to be reimbursed by the Represented Managers, for all reasonable costs and expenses incurred by them in such capacity pro rata to their share of the Managers Purchase Price. The Agent and its successors may at any time notify the Purchaser and the Sellers that it does not wish to act as Agent for all or part of the Represented Managers. Each of the Represented Managers will also designate a deputy agent which will act as Agent in the event of an incapacity of the Agent to fulfill its obligations under this Agreement (the “Deputy Agent”), it being understood in such case that the Deputy Agent will have to adhere to this Agreement and undertake to perform all duties and obligations of the Agent pursuant to this Agreement as remaining at the date of adherence.

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9.2.2                        The Parties hereto expressly acknowledge that any such action taken or omitted, right exercised or obligation performed by the Agent shall be binding on all the Represented Managers.

9.2.3                        The appointment of the Agent shall in no manner release any of the Represented Managers from any of their respective obligations under this Agreement.

9.2.4                        Save in cases of gross negligence or wrongful misconduct, the Agent shall bear no liability whatsoever, neither to the Represented Managers nor to the Purchaser in its capacity as Agent under this Agreement.

9.3          Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses and marked for the attention of the following individuals (or at such other address and to such other individual for a Party as shall be specified in a notice given in accordance with this Article 9.3):

9.3.1        if to the Sellers and, prior to the Closing, the Company:

attention: Frédéric Beaupré, c/o Groupe Novasep SAS, boulevard de la Moselle, Site Eiffel, 54340 (Pompey), France, Fax: +33.3.83.49.71.40; and

attention: Udo Pinger, c/o Rockwood Specialties Group GmbH, Königsberger Strasse 1, D-60487 Frankfurt am Main, Germany, Fax: +49 69 7165 5693.

9.3.2        if to the Purchaser:

attention: Paul Bekx, c/o Financière Ginova, 55, bd Pereire, 75017 Paris, France, Fax: +33.1.55.04.15.16 ; with copy to (i) Gilde Buy-Out Partners SAS, Attn. : Paul Bekx, Fax : +33.1.40.98.05.18, (ii) Gilde Buy-Out Partners BV, Attn. : Paul Bekx, Fax : +31.30.219.25.30 and (iii) White & Case LLP, Attn: François Leloup, Fax: +33.1.55.04.15.16.

9.4          Termination

9.4.1        Termination Events

This Agreement may be terminated:

(a)                  by any Party by mutual consent of the Sellers and the Purchaser;

(b)                 by either Party in accordance with and subject to Article 5.5;

(c)                  by either the Purchaser or the Sellers, by giving written notice of such termination to the other Party (provided that the terminating Party is not in material breach of its obligations under this agreement) if the Closing shall not have occurred on or before (i) December 31, 2006 or (ii) January 31, 2007, should the Closing has not occurred on or before December 31, 2006 as a result of (a) the non satisfaction of the conditions precedent referred to in Article 4.2.1 of this Agreement for external reasons outside the

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                                Purchaser’s exclusive control or (b) the non occurrence of the Closing as a result of the lack of ability of the financing banks to perform the necessary funds flows at Closing due to the shutdown of the financing banks back offices between December 25, 2006 and December 31, 2006 ((i) or (ii) being referred to as the “Termination Date”);

(d)                 by the Purchaser in case of a Material Breach as provided in Article 6.5.1 (i) (b) of this Agreement; and/or

(e)                                  by the Sellers or the Purchaser in case of the occurrence of a Material New Event as described in Article 8.1.4(a) of this Agreement.

9.4.2        Effect of Termination

The right to terminate this Agreement pursuant to this Article 9.4, does not prevent Parties to rely on other rights and remedies granted by this Agreement.

If this Agreement is terminated pursuant to this Article 9.4 all further obligations of the Parties under this Agreement shall terminate, except that the obligations set out in Articles 9.5 (Confidentiality and Public Disclosure), 9.1 (Expenses), 9.12 (Governing Law) and 9.13 (Jurisdiction) shall survive.

9.5          Confidentiality and Public Disclosure

9.5.1                        The Parties shall treat as confidential and shall not disclose the provisions of this Agreement and any agreement entered into pursuant to this Agreement save where otherwise expressly permitted by another agreement entered into between the Parties.  Prior to the Closing Date, the Purchaser shall treat as confidential and not disclose or use information received or obtained in respect of the Sellers, the Company and any other Novasep Group Company, except to the benefit of its finance providers and prospective co-investors in respect of the acquisition contemplated herein, and the Sellers shall treat as confidential and not disclose or use information received or obtained in respect of the Purchaser.  Following the Closing Date, the Sellers shall not and shall cause their Affiliates not to, communicate or divulge to any Person and/or make use or permit the use of any confidential information concerning the Company and its business.  Notwithstanding the foregoing, each Party may disclose or use confidential information referred to in this Article 9.5.1 to the extent that:

(i)                                     the disclosure or use is required by Law, any Governmental Authority or the rules and regulations of any recognized stock exchange, pursuant to a subpoena or otherwise in connection with any judicial or administrative proceeding (including, in response to oral questions, interrogatories or requests for information or documents);

(ii)                                  the disclosure or use is required to vest the full benefit of this Agreement in Sellers or the Purchaser, as the case may be;

(iii)                               the disclosure is made to employees who need to know such information or professional advisers of the Sellers or the Purchaser who, in each case, agree to keep the information confidential; or

(iv)                              the information is public at the date of this Agreement or becomes publicly available thereafter (other than in breach of this Agreement);

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provided that prior to disclosure or use of any information in accordance with (i) to (iv) above (except in the case of disclosure to a Tax authority), the Party concerned shall promptly notify the other Party of such requirement with a view to providing the other Party with the opportunity to contest such disclosure or use or otherwise to agree the timing and content of such disclosure or use.

It is expressly agreed that if this Agreement should be voided or terminated, this Article 9.5.1 shall remain in force.

9.5.2                        Notwithstanding Article 9.5.1, the Parties will cooperate to prepare and agree a joint press release to be made on or about the date of this Agreement with respect to the transactions contemplated by this Agreement. No other press release, notice or disclosure to any Person or other communication concerning the transactions contemplated by this agreement, whether prior to or subsequent to the Closing, shall be issued, given, made or otherwise disseminated by any Party, officers, directors, employees or representatives without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), except that each Party shall be entitled, without obtaining written approval from the other Party, to make any disclosures (i) required by applicable Laws, (ii) required by any court of competent jurisdiction or in connection with any filings made to any court of competent jurisdiction or in connection with any litigation proceedings, or (iii) required by the rules and regulations of any competent stock exchange.

9.6          Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

9.7          Entire Agreement

This Agreement (and the document referred to herein) constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

9.8          Assignment

Except as provided hereafter, this Agreement may not be assigned by operation of Law or otherwise without the express written consent of the Sellers and the Purchaser (which consent may be granted or withheld in the sole discretion of the Sellers or the Purchaser), as the case may be.

Notwithstanding the above, the Parties agree that the Purchaser will be able to, as a guarantee, delegate or assign pursuant to an assignment of receivables or pledge, to the benefit of any financing providers delivering the Debt Financing, the amount of all indemnifications which shall be due and payable by the Sellers to the Purchaser pursuant to Schedule 8.3 of this

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Agreement. The Sellers undertake to comply promptly, upon request of the Purchaser, with all acts which will permit to organize such delegation or assignment of receivables.

The Parties agree that, subject to the prior written consent of the Purchaser (which shall not unreasonably withheld), the Managers can carry out, prior to the Closing Date, any donation or transfer of part of their Managers Shares to the benefit of their spouse or children of age or to the benefit of any holding company controlled by said Manager (it being specified that the minority shareholders of said holding company shall be the spouse and/or children of age of said Manager and that the relevant Manager shall act as legal representative of the holding company), provided however that the beneficiary of such donation or transfer undertakes prior to such donation or transfer to comply with the same rights and obligations as the Manager under this Agreement and that the relevant Manager remains jointly liable of the due performance by the beneficiary of this donation or transfer of his rights and obligations under this Agreement.

9.9          Amendment

This Agreement may not be amended or modified except by an instrument in writing signed by all the Parties.

9.10        Waiver

Any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered by the other Parties pursuant hereto or (c) waive compliance with any of the agreements of the other Parties or conditions to such other Parties’ obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach, a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

9.11        No Third Party Beneficiaries

This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any right to employment or continued employment, under or by reason of this Agreement.

9.12        Governing Law

This Agreement shall be governed by, and construed in accordance with, French Law.

9.13        Jurisdiction

9.13.1      Amicable dispute resolution

Any dispute, controversy or claim arising out of or in connection with this agreement or the breach, termination or invalidity thereof, shall be finally settled as follows:

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(i)                                     any dispute shall, within fifteen (15) Business Days following the sending by either Party to the other of a notice of a dispute, be referred to the following senior managers from the Sellers and the Purchaser respectively: Mr. Tom Riordan and Mr. Roger-Marc Nicoud for the Sellers and Mr. Paul Bekx for the Purchaser, or any person they may designate.

(ii)                                  Absent any mutual agreement as to the settlement of a dispute in accordance with Article 9.13.1, the dispute shall be finally settled in accordance with Article 9.13.2.

9.13.2      Disputes

Without prejudice of Article 9.13.1, all disputes arising out of or in connection with this Agreement and in particular concerning its interpretation or performance shall be submitted to the Commercial Court of Paris.

9.14        Language

This Agreement is drawn up in the English language. If this Agreement is translated into another language, the English language text shall, in any event, prevail.

Signed in Paris,

On November 29, 2006,

In eleven (11) original copies.

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SCHEDULE 1.1

DEFINITIONS

1.                                      For the purpose of this Agreement:

“Acquisition Financing Documents” means the senior and mezzanine financing agreements to be entered into between the Purchaser and the finance providers, in compliance with the commitment letter and the interim facility letter attached hereto under Exhibit 1.1.

“Agreement” means this share purchase agreement and all Schedules and Exhibits to this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms of this agreement;

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person;

“Business Days” means any day (other than Saturday) upon which banks are open for business in the United Kingdom, the United States, Germany and France;

“Concerted Action” means any concerted action between two or more persons pursuant to agreements, understandings or otherwise for the purposes of acquiring or selling voting rights or for the purpose of exercising the voting rights in order to enforce a policy towards an Entity. For the purposes hereof, a concerted action will be deemed to exist between or among any: (i) Entity and the chairman of its board, its executive directors, members of its management board, its managers, (ii) Entity and the Entities it Controls or (iii) Entities which are Controlled by the same Person;

“Control” or “Controlled” or “Controlling” means control when an Entity (or several Entities under a Concerted Action): (i) holds directly or indirectly part of the share capital of another Entity granting the majority of the voting rights in the general meeting of shareholders of such Entity; (ii) holds directly or indirectly the majority of the voting rights in the general meeting of shareholders of another Entity pursuant to an agreement, understanding or throughout a Concerted Action with other shareholders of such Entity; (iii) has the ability to determine de facto decisions at the general meeting of shareholders by using the voting rights it holds in such Entity; (iv) exercises a dominant influence by virtue of particular relationships with another Entity; or (v) has the power, whether through voting rights or pursuant to an agreement and, whether directly or indirectly to appoint more than half of the members of the board of another Entity. An Entity is also deemed to control another Entity when it has, directly or indirectly, more than 40% of the voting rights and if there is no other shareholder holding more than 40% of the voting rights;

“Corporate Seller Purchase Price” means the aggregate purchase price to be paid to the Corporate Seller corresponding to the Purchase Price Per Share multiplied by the Corporate Seller Shares;

“Debt Financing” means the bank and mezzanine facilities in an aggregate principal amount of €310,000,000 to be provided to the Purchaser by finance providers in accordance with the

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Acquisition Financing Documents, for the purpose of financing, inter alia, of part of the Purchase Price, of the repayment of the Refinanced Debt and of the acquisition costs;

“Documentation Schedule” means the documentation schedule attached hereto, dated the date hereof, delivered by the Sellers to the Purchaser on the date hereof in connection with this Agreement;

“Duration Period” means the First Duration Period and/or the Second Duration Period;

“Encumbrances” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance, right of retention, easement or other adverse claim of any kind in respect of such property or asset, under any applicable laws, restricting in any manner the ownership, or the transferability of the relevant property or asset (including, for the avoidance of doubt, all pre-emption, first refusal purchase, sell or buy-out rights). For purposes of this Agreement, a Person shall be deemed to own subject to a Encumbrance any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset;

“Entity” means a company, corporation, partnership, limited liability company, limited liability partnership, joint stock company or any other form of legal association;

“Environmental Contamination” means any pollutants, contaminants or other hazardous material that are existing in the groundwater of the Leverkusen Sites, which are relevant pursuant to any Environmental Law applicable to the relevant property ;

“Environmental Laws” means all applicable, at the date hereof, foreign or local Laws or any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved relating to pollution, protection of the environment, health and safety, classified activities or exposure to hazardous substances, including Laws relating to emissions, discharges, releases or threatened releases of pollutants, noise, contaminants, or hazardous or toxic materials or wastes or any other hazardous substances into ambient air, surface water, ground water, or land or otherwise relating to the manufacture, processing, distribution, use, presence, production;

“Existing Monitoring Action” means, with respect to the three following sites, i.e. Chasse-sur-Rhône, Mourenx and Leverkusen, any and all existing, on-going or usual site monitoring actions initiated, authorized or conducted by the Novasep Group Companies in the Ordinary Course of Business as they are reported and described in the 2006 Environmental VDD ;

“Existing Monitoring/Remediation Costs” means any costs, incurred by the Novasep Group Companies with respect to an Existing Monitoring Action, as they are reported and described in the 2006 Environmental VDD, excluding, for the avoidance of doubt, the costs of any remediation works or further investigations or samplings made necessary, identified out of or arising out in connection such Existing Monitoring Actions;

“Financial VDD” means the non-confidential financial and accounting vendor due diligence report relating to the Group Novasep Companies as prepared by PWC and delivered to the Purchaser on September 26, 2006 and the confidential financial and accounting vendor due diligence report relating to the Group Novasep Companies as prepared by PWC and delivered to the Purchaser on the date hereof;

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“Governmental Authority” means any State authority or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any court, administrative agency, commission or other judicial body having competent jurisdictions over the subject matter;

“Inter-Company Agreements” means the agreements listed in Schedule 6.8.2;

“Laws” means any European Union, national, regional or local law, statute, ordinance, directive, rule, regulation, order, judgment, decree, injunction or other legally binding obligation imposed by a Governmental Authority;

“Legacy Business” means all activities, assets, obligations and liabilities of DNES which have been transferred to Dynamit Nobel GmbH, Troisdorf, in the course of the Spin-off and Takeover Agreement (Spaltungs- und Übernahmevertrag) notarized on 17 August 2005  (public notary Sabine Dillmann, Troisdorf, deed no. 1446/2005) including all amendments hereto in particular the amendment notarized on 30 March 2006 (public notary Sabine Dillmann, Troisdorf, deed no. 480/2006); such activities being described in detail in particular in § 3.3 through 3.10, § 9, § 11 and § 12 of the Spin-off and Takeover Agreement, and the attachments (Anlagen) hereto.

“Legal VDD” means the limited legal vendor due diligence report as prepared by Debevoise & Plimpton LLP and delivered to the Purchaser on September 27, 2006;

“Managers” means collectively the Represented Managers and the Other Shareholders;

“Managers Purchase Price” means the aggregate purchase price to be paid to the Selling Managers corresponding to the Purchase Price Per Share multiplied by the Managers Shares reduced, as the case may be by an amount equal to the Purchase Price by Share multiplied by the aggregate number of Contributed Managers Shares;

“Material Adverse Effect” means any facts or events which would materially and adversely affect the financial or economic situation of the Company and/or its Subsidiaries taken as a whole (which, for the avoidance of doubt, shall not cover the effect on the general industry or worldwide economic situation);

“Novasep Group Company” or “Novasep Group Companies” means the Company and its Subsidiaries and “Novasep Group Company” means any one of them;

“Ordinary Course of Business” means, with respect to any Person, any action taken that is similar in nature and magnitude to actions customarily taken in the ordinary course of the normal day-to-day operations by such Person consistent with the management practices of such Person during the two years preceding the date of this Agreement;

“Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the Ordinary Course of Business relating to obligations as to which there is no default on the part of any Novasep Group Company, as the case may be, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (c) zoning,

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entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the present use of the assets of the Business, (d) all exceptions, restrictions, easements, charges, rights-of-way and other Encumbrances set forth in any state, local or municipal franchise of any Novasep Group Company and (e) any non financial liens or encumbrances which do not materially interfere with the present use of the assets of the Business.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a trust, a joint venture, an unincorporated organization or other Entity or organization;

“Refinanced Debt” means the indebtedness of the Novasep Group Companies to be refinanced on the Closing Date as detailed in Schedule 1.1.B;

“Security Interests” means the security interests listed in Schedule 1.1.D;

“Sellers Advisers” means any adviser assisting the Sellers in process of determining the Adjustment Statement and as indicated as such by the Sellers to the Purchaser;

“Selling Managers” means the Managers who are selling the Transferred Shares pursuant to this Agreement;

“Stock Options” means any and all stock options issued by the Company in accordance with the Stock Options Plans;

“Stock Options Holders” means the holders of Stock Options the list of which is provided under Schedule 1.1.C;

“Shares” means the Corporate Seller Shares and the Managers Shares;

“Subsidiaries” means, with respect to an Entity, any other Entity in which it has, directly or indirectly through another Subsidiary or Subsidiaries, the Control of such Entity;

“Swap Arrangements” means the USD currency swap arrangement entered into by NOVA 1 in connection with the BNP Paribas USD loan agreement and the interest swap arrangements entered into by the Company on April 28, 2004 under the reference number 1428866/MD1428866 and 1429059/MD 1429059 and by NHC Finance on July 7, 2003 under the reference number 06014;

“Tax VDD” means the tax vendor due diligence report relating to the Novasep Group Companies as prepared by Landwell and delivered to the Purchaser on September 26, 2006;

“Taxes” means (i) any and all taxes, charges, fees, levies or other assessments, including all net income, gross income, gross receipts, excise, stamp, real or personal property, ad valorem, withholding, social security (or similar), unemployment, occupation, use, service, service use, license, net worth, payroll, franchise, severance, transfer, recording, employment, premium, windfall profits, environmental, customs duties, capital stock, profits, disability, sales, registration, value added, alternative or add-on minimum, estimated or other taxes, assessments or charges imposed by any Governmental Authority and any interest, penalties, or additions to tax attributable thereto, (ii) liability for the payment of any amount imposed on any Person of the type described in clause (i) as a result of being or having been before the Completion Date a member of an affiliated, consolidated, combined or unitary group and

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(iii) any liability for the payment of any amount imposed on any Person of the type described in (i) as a result of any existing express or implied indemnification agreement or arrangement;

“Tax Return” means any return, report, form or similar statement required to be filed with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax;

“Transferred Shares” has the meaning ascribed to it in Article 2.4.4;

“VDD Reports” means collectively the Financial VDD, the Environmental VDD, the Legal VDD and the Tax VDD;

“2005 Novasep Financial Statements” means the consolidated audited accounts (balance sheet and profit and loss statement, consolidated cash flow statement and notes to the accounts) as at December 31, 2005 relating to the consolidated group consisting of the Company and the other Novasep Group Companies, as set forth in the Documentation Schedule;

“2006 Environmental VDD” means the environmental vendor due diligence reports relating to the Novasep Group Companies as prepared by ERM and delivered to the Purchaser on September 28, 2006 and October 10, 2006;

“2006 Novasep Interim Statements” means the unaudited consolidated accounts (balance sheet and profit and loss statement, consolidated cash flow statement and notes to the accounts) as at September 30, 2006 relating to the consolidated group consisting of the Company and the other Novasep Group Companies, as set forth in the Documentation Schedule;

2.                                      The following terms have the meaning set forth in the Articles or Articles of the Schedules below:

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SCHEDULE 8.1.1

SELLERS REPRESENTATIONS

Each of the Sellers hereby makes individually the representations contained in this Schedule 8.1.1.

1                               Authority of the Sellers

1.1                            Each of the Sellers has full power and capacity to execute and perform this Agreement and its obligations hereunder and to benefit from the rights provided for therein. Any Manager who is subject to legal restrictions as result of his or her marital status or being a party to a pacte civil de solidarité has obtained the necessary consent to sell his or her Manager Shares.

1.2                            Neither the execution of and entry into this Agreement by any of the Sellers nor the consummation by the Sellers of the transaction contemplated hereby will (i) violate, conflict with or result in the breach of, or constitute a default under, (A) any provision of any Law or regulation applicable to the Sellers, the Company or the Subsidiaries (B) any order, judgment, award of any court, tribunal or Governmental Authority applicable to the Sellers or the Company or the Subsidiaries, or to which any of their assets is subject, or (C) any agreement or instrument to which the Sellers, the Company, or the Subsidiaries or to which any of their respective assets, are subject; (ii) not result in the creation of any Encumbrance or any other right of any third party upon any assets of the Sellers or the Company or the Subsidiaries; or (iii) except as set forth in the Sellers Disclosure Letter, not require any consent, approval or authorization of, notice to, or filing with any person, entity, court or Governmental Authority.

1.3                            On the Closing Date, all prior formalities and authorizations to be obtained by the Sellers for the transactions contemplated herein have been completed or obtained.

1.4                            This Agreement has been duly executed by each of the Sellers and constitutes a legal, valid and binding obligation of each of the Sellers enforceable against the Sellers in accordance with its terms.

1.5                            None of the Sellers is currently subject of any proceedings with a view to the prevention or resolution of business difficulties (or any similar actions), and there do not exist any serious reasons justifying a judgment or declaration of bankruptcy concerning such Seller.

2                               Shares

2.1                            All of the Shares have been validly issued and fully paid.

2.2                            Save as provided in the articles of association of the Company and, at the date hereof save as provided in the shareholders’ agreement relating to the Company and the Shares, the right attached to each of the Sellers are identical.

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2.3                            At the date hereof, save as provided in the articles of association of the Company and in the shareholders’ agreement relating to the Company and the Shares, the Shares are free of any pre-emptive rights or any option rights.

2.4                            At the date hereof, save as provided in the articles of association of the Company and in the shareholders’ agreement relating to the Company and the Shares, there are no options (other than the Stock Options), warrants, convertible securities or other rights, agreements, arrangements or commitments of any nature relating to or giving  access to, immediately or after a period of time, the share capital or voting rights of the Company or relating to the Shares or obligating any of the Sellers or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company.

2.5                            Each of the Sellers is the full and sole owner of the Shares listed opposite its name in Schedule A.

2.6                            On the Closing Date, the Shares will be free and clear from any Encumbrances or any pre-emptive rights or option rights (save as provided in the by-laws of the Company) and there will be no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any nature relating to or giving access to, immediately or after a period of time, the share capital or voting rights of the Company or relating to the Shares or obligating any of the Sellers or the Company to issue or sell any shares of capital stock of, or any other interest in, the Company.

2.7                            At the date hereof only, the Stock Holders have valid title to the Stock Options, which represent 3.6% (in aggregate) of the share capital of the Company on a fully diluted basis.

3                               Corporate Existence

The Novasep Group Companies are duly organized and validly existing under the Laws of their respective jurisdiction of incorporation or operation. The Company has made available in the Data Room (i) complete and correct copy of the articles of association of the Novasep Group Companies (excluding Applexion Inc, Applexion Latino America, Applexion Chili) as in effect on the date hereof and (ii), save as for minor irregularities, complete and correct copies of (a) its share register (registre de mouvements de titres), its comptes d’actionnaires and (b) of the minutes books of all meetings of the shareholders, of the comité de surveillance and of the board of directors of the Novasep Group Companies (excluding Lorraine Aviation, Applexion Inc, Applexion Latino America, Applexion Chili, Novasep Asia, Novasep Suisse, Novasep KK, Troisdorf  Genehmigungshaltergesellschaft  mbH) as from the dates mentioned in respect thereto in the Date Room Index.

4                               Financial Statements

4.1                            True and correct copies of the 2005 Novasep Financial Statements (the “Financial Statements”), together with an explanation of the methods and principles used and options taken for the preparation of the Financial Statements, have been provided in Schedule 4 of the Documentation Schedule. Save as disclosed in the Sellers Disclosure Letter, the Financial Statements (i) are accurate (réguliers et sincères) and present fairly (donnent une image fidèle) the financial position and the results of operations of the Company at the dates and for the periods to which they relate, (ii) have been prepared in accordance with all relevant French Laws, regulations, and accounting principles and methods, including the IFRS rules applicable to the business of the Novasep Group

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Companies, each consistently applied throughout the periods presented in the Financial Statements (the “Accounting Policies”), and (iii) accurately reflect all liabilities and obligations of the Company, of any nature whatsoever, whether accrued or not, required to be recorded thereon in accordance with IFRS rules or the Accounting Policies as at the respective dates thereof.

4.2                            True and correct copies of the 2006 Novasep Interim Statements (the “Interim Statements”), together with an explanation of the methods and principles used and options taken for the preparation of the Interim Statements, have been provided in Schedule 4 of the Documentation Schedule. Save as disclosed in the Sellers Disclosure Letter, the Interim Statements (i) do not reveal any material errors which could result in the Interim Statements not being compliant with the IFRS rules, (ii) have been prepared in accordance with the Accounting Policies and (iii) accurately reflect, in all material respects, all liabilities and obligations of the Company, of any nature whatsoever, whether accrued or not, required to be recorded thereon in accordance with IFRS rules or the Accounting Policies as at the respective dates thereof.

4.3                            Except as set forth in Schedule 4.3 of the Sellers Disclosure Letter, there is no other material documents relating to the acquisition of interests in any Person made by any of the Novasep Group Companies over the last three financial years since the date hereof (the “Acquisitions”).

4.4                            The Acquisitions have been properly recorded on the dates on which they were to be recorded in the accounts of the relevant Novasep Group Companies set out in the Data Room (including for the avoidance of doubt, the 2005 Novasep Financial Statements and the 2006 Novasep Interim Statements) and it is agreed that there is no disclosure against this representation.

5                               Ordinary Course of Business since September 30, 2006

Since September 30, 2006, save as disclosed in the Sellers Disclosure Letter, the Novasep Group Companies have carried on their respective business in the Ordinary Course of Business, and save as disclosed in the Sellers Disclosure Letter, have not performed any of the following actions or make any commitments or decisions in respect of any of the following actions:

(i)                                     declaring, setting aside, making or paying any dividends (whether interim or final) or other distribution (including of profits or reserves, or in respect of its share capital, in cash or otherwise) with respect to the Company and, as a general rule, making other than in the Ordinary Course of Business any payments to any of the Sellers or of their Affiliates and/or their directors or officers;

(ii)                                  allotting, issuing, redeeming, repurchasing or modifying in any manner whatsoever any share capital or any option, security or other right to subscribe for the same or securities convertible into or exchangeable for such shares in the Company or making any other amendment to the articles of association of the Company other than as provided in the Sellers Disclosure Letter or contemplated in Article 5.2;

(iii)                               amending the by-laws and other organizational documents of any of the Subsidiaries;

(iv)                              acquiring or agreeing to acquire any share, shares or other interest in any company, partnership, on-going business or other venture;

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(v)                                 voluntarily disposing of or granting any option or right of pre-emption in respect of any part of its material assets or material part of their business;

(vi)                              winding up, merging or splitting up the Company or any of the Subsidiaries;

(vii)                           giving any guarantee (whether as “caution”, “aval” or otherwise) or creating any Encumbrance on its material assets, other than in the Ordinary Course of Business (the Ordinary Course of Business excluding, for the avoidance of doubt, any guarantee or Encumbrance created to secure the obligations of third parties);

(viii)                        entering into any material agreement or permit any amendments to existing material agreements or incur any commitment involving any capital and/or other investment expenditure, in each case in excess of 1,000,000 € per item, and 6,100,000 € in the aggregate in each case exclusive of VAT;

(ix)                                entering into or permitting any amendment, supplement, waiver or other modification of any loan or financing agreements (including the factoring agreements, off-balance sheet undertakings and bank guarantee), other than in the Ordinary Course of Business;

(x)                                   terminating any material insurance policies currently in force or default in the payment of premiums which become due and payable under such insurance policies;

(xi)                                changing the collection and payment practices of the Company or the Subsidiaries, except where such change is solely triggered by a modification in applicable Laws other than in the Ordinary Course of Business;

(xii)                             settling any litigation or arbitration proceedings where such settlement involves a payment by the Company or any of the Subsidiary, or making a partial or total waiver of a claim of the Company, in excess, in each instance, of 300,000 €;

(xiii)                          increasing the compensation payable to the employees of the Company or any of the Subsidiaries, except in the Ordinary Course of Business;

(xiv)                         voluntarily terminating or voluntarily approving, directing or authorizing the termination of any material contracts for a Novasep Group Company;

6                               Prior acquisition structure

Save as disclosed in the Sellers Disclosure Letter, the acquisition by the Company of NOVA 2 and DNES has been made (the “Acquisition”), at the time of the Acquisition, in compliance with the provisions of article 223 B of the French Code Général des Impôts (“amendement Charasse”) and to the best of the Sellers’ knowledge, did not constitute, at the time of the Acquisition, an abus de droit as described in article L.64 of the Livre des Procédures Fiscales, in relation to the amendement Charasse.

7                               Environmental liabilities

Save as disclosed in the Sellers Disclosure Letter (provided however items disclosed therein are quantified in the 2006 ERM Report provided in section 26.01 of the Data Room, with the exception of the Existing Monitoring/Remediation Costs that are expressly deemed to be part of the Sellers Disclosure Letter for the purpose of this representation, though not quantified in the 2006 ERM Report), none of the Novasep Group Companies will incur any loss, liability,

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penalty, prejudice or other adverse financial consequences as a result of any material non-compliance with material Environmental Laws (excluding for the avoidance of doubt, any environmental claim of DNES with regard to the Legacy Business).

8                               Intellectual and Industrial Property Rights

8.1                            Except as disclosed in the Sellers Disclosure Letter, all of the patents and other intellectual property rights which are owned by the Company or any Subsidiary listed in Schedule 8.1 of the Documentation Schedule (the “Intellectual Property”) are:

(i)                                     the property of the Novasep Group Companies;

(ii)                                  valid and may be exercised;

(i)                                     not attacked or opposed by any third party; or

(ii)                                  not subject to any license in favour of a third party which could prevent any of  the Group Novasep Company to carry on a substantial part of its Business.

8.2                            As at the date of this Agreement and except as disclosed in the Sellers Disclosure Letter, there is no pending litigation with any third party acting as claimant in which it is alleged that the Company or a Subsidiary acting as defendant infringes any of the third party’s intellectual property rights.

8.3                            All material agreements relating to Intellectual Property are in full force and have full effect and the Sellers do not have knowledge of any failure of the Novasep Group Companies to comply with material contractual obligations or of any disputes relating thereto.

9                               Tax Regulations

9.1                            Save as disclosed in the Sellers Disclosure Letter, the Company and, as the case may be, its Subsidiaries have filed all material Tax returns, declarations or filings required by applicable Laws within the prescribed period, and all such returns, declaration or filings are correct in all material respect.

9.2                            The Novasep Group Companies have, as at September 30, 2006, paid all the relevant Tax provided such Tax were due and payable prior to September 30, 2006, in accordance with the relevant Tax returns, declaration or filings made by the relevant Novasep Group Companies.

10                        Commercial Agreements

To the best knowledge of the Sellers and save as disclosed in the Sellers Disclosure Letter, no written notice has been received by any of the Novasep Group Companies relating to the termination of any commercial agreements entered into between the Novasep Group Companies and the following clients:Novartis, Pfizer, Sanofi, Roche ,Ben Venue, Sanofi Tanabé, Syngenta, Bayer, BMS, Solvay, Avexa, Vertox, Schering.

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11                        Real Estate

The Novasep Group Companies are, as the case may be, the absolute legal owners, free from lessees, liens and encumbrances of any kind, except for Permitted Encumbrances and except as indicated in Sellers’ Disclosure Letter of and/or have good title thereto (including through financial leases or commercial lease agreements) and have all rights necessary to enjoy the Real Estates except for Permitted Encumbrances and except as indicated in the aforementioned Schedule, at the following sites of the Novasep Group Companies, i.e. Finorga Chasse sur Rhône, Finorga Mourenx, DNES Leverkusen, Seripharm Le Mans, Novasep Pompey, Applexion Epône and Orelis St Maurice de Beynost, and in particular the properties identified in Schedule 11 of the Documentation Schedule, (together the “Real Estates”). The Novasep Group Companies have all Governmental Authorities’ authorizations to use and operate the Real Estates. The ownership of the Real Estates by the Novasep Group Companies is duly recorded at the Land Registry. To the Sellers’ best knowledge, there are no circumstances which affect the Novasep Group Companies’ title to the Real Estates, such as a compulsory purchase order or notification of potential expropriation.

12                        VDD Reports

The Sellers acknowledge that the VDD Reports made available to the Purchaser have been prepared in good faith in accordance with the principles set out in the respective engagement letters entered into between the authors of the VDD Reports and the Sellers and do not omit, to the best of their knowledge, any relevant material information that could have had a Material Adverse Effect of an amount equal or above €10,000,000.

13                        Arrangements with connected Parties

There is no other agreement, indemnity, guarantee or security arrangement between any of the Novasep Group Companies and the Corporate Seller and its Affiliates and any amounts due pursuant to these agreements will be settled at the latest on the Closing Date.

There is no agreement between the Managers and the Novasep Group Companies other than employment agreements and no payment or indemnity are due by the Novasep Group Companies to the Managers or their Affiliates (in particular as a result of the transaction contemplated herein) other than the payments due under the existing employment relationships between the Managers and the Novasep Group Companies.

14                          Effects of the transfer of the Shares

The execution of this Agreement and the consummation of all the transactions contemplated hereunder will not in themselves trigger the obligation for the Novasep Group Companies to pay prepayment and termination fees to be due in connection with the repayment of the Refinanced Debt in excess of € 400,000.

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SCHEDULE 8.2

PURCHASER REPRESENTATIONS

1                               Authority of the Purchaser

1.1                            The Purchaser has full power and capacity to execute and perform this Agreement and its obligations hereunder and to benefit from the rights provided for therein. Without prejudice to the generality of the foregoing, the Purchaser will, at Closing, have obtained all required approvals from all its competent corporate bodies.

1.2                            Neither the execution of and entry into this Agreement by the Purchaser nor the consummation by the Purchaser of the transaction contemplated hereby will (i) violate, conflict with or result in the breach of, or constitute a default under, (A) its articles of association, (B) any provision of any Law or regulation applicable to it (C) any order, judgment, award of any court, tribunal or Governmental Authority applicable to it or (D) any agreement or instrument to which the Purchaser is subject; or (ii) except as set forth in the Documentation Schedule, not require any consent, approval or authorization of, notice to, or filing with any person, entity, court or Governmental Authority.

1.3                            This Agreement has been duly executed by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

2                               Organization

2.1                            The Purchaser is a limited liability company duly incorporated, validly existing under the Laws of France;

2.2                            The Purchaser is currently not subject of nor has been threatened of any proceedings with a view to the prevention or resolution of business difficulties (or any similar actions), and there do not exist any serious reasons justifying a judgment or declaration of bankruptcy concerning the Purchaser.

3                               Absence of litigation

No action is pending or threatened against the Purchaser which seeks to delay the consummation of the transactions contemplated by this Agreement or would, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

4                               Certain Funds

Subject to the terms and conditions of the Acquisition Financing Documents, the Purchaser has secured all financing necessary to ensure that on the Closing Date, it will have sufficient resources to pay the Purchase Price and reimburse the Refinanced Debt. As at the date hereof, the Purchaser has received, on the date hereof, a binding commitment letter and an interim facility letter delivered by ING, and HVB confirming the granting of a Debt Financing to the Purchaser in a principal amount of €310,000,000 for the purpose of purchasing the Shares and reimbursing the Refinanced Debt. Copies of the above mentioned documents are attached as Exhibit 1.1.

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5                               Agreement with the Managers

The Purchaser and its Affiliates have not entered into nor will enter into any agreement or undertaking with any of the Managers, the purpose of which is to limit the Managers’ obligations pursuant to this Agreement.

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SCHEDULE 8.3

INDEMNIFICATION PRINCIPLES

1                               Indemnity

1.1                            Principles of Indemnification

1.1.1                          The Sellers hereby undertake, subject to the terms and conditions set out in this Schedule, to indemnify the Purchaser for the amount of any Net Losses (as defined in Article 1.2 of this Schedule).

1.1.2                          Without prejudice to the foregoing or to Article 1.3.9 (a) of this Schedule, any Loss incurred by the Company shall be deemed to be incurred by the Purchaser in the same amount. Under no circumstances whatsoever, shall the multiplier or any other ratio that may have been used, directly or indirectly, for calculating the Purchase Price, or any portion thereof, be taken into account.

1.1.3                          Any payments to be made pursuant to Article 2 of this Schedule shall be assumed by each Seller pro rata to the portion of the Shares set forth opposite such Seller’s name on Schedule A of this Agreement.

1.1.4                          Any amount paid by the Sellers to the Purchaser under this Schedule 8.3 shall constitute a reduction of the Purchase Price.

1.2                            Method of Calculation

In order to identify and calculate the amount (including any costs or reasonable expenses relating thereto) of any damage (préjudice) actually paid by or borne by the Company to the extent arising from, and save as provided otherwise, (i) any breach or inaccuracy of any Sellers Representation contained in Schedule 8.1.1 or (ii) any breach by the Sellers of the covenants of the Sellers contained in Article 6.3 of this Agreement (a “Loss”), the following provisions of this Article 1.2 of this Schedule shall be taken into account and shall be referred to as a “Net Loss”. Any Net Loss arising from any breach or inaccuracy of the Sellers Representation contained in sub-section 7 of Schedule 8.1.1 or any Actual Costs arising from a Remediation Action as set out in Article 6.1.10 of this Agreement, shall be specifically referred to as an “Environmental Liability” and any Net Loss arising from any breach or inaccuracy of the Sellers Representation contained in sub-section 9 of Schedule 8.1.1 shall be specifically referred to as a “Tax Liability”:

1.2.2                          Positive gains or consequences arising out of a Loss

Any Loss arising from a fact or event concerning the Company shall be reduced by any actual net savings or actual net gains incurred by the Company, arising directly from the same fact or event.

1.2.3                          Indemnification by a third Person

Any Loss shall be reduced by the amount of any damages, indemnity, restitution, reimbursement or any other sums, net of Taxes (if any), recovered or recoverable from any third parties (including from any insurance company pursuant to an insurance policy) through any manner including legal

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proceedings (first instance and appeal) provided however that such legal proceeding shall not go beyond the court of appeal and shall not oblige the Purchaser to bring the matter before the French supreme court (Cour de Cassation) , after the Closing Date, from any third party in relation to such Loss either by the Purchaser or the Company (including any amounts to be recovered from an insurance company).

1.2.4                          Provisions

The Sellers shall have no obligation to indemnify the Purchaser in respect of any Notified Claim if and to the extent that the matter giving rise to the Notified Claim is specifically accounted for or provided in the accounts of the Company as of the Closing Date.

1.2.5                          Corporation Tax

The amount of the Loss shall take into account and shall be reduced by a corresponding amount equal to the applicable corporation Tax (including any additional Tax to corporation Tax) savings or deduction as a result of the Loss provided that savings or deduction which would result in an increase or creation of tax losses carry forward will not constitute a saving for the purpose of this Article.  For the purpose of this Article 1.2.5, the applicable corporation Tax savings or deduction shall be calculated by applying the relevant statutory rate of corporation Tax to the amount of the Loss.

1.2.6                      Interest

The amount of the Loss claimed by the Purchaser shall not include any sum corresponding to interest.

1.2.7                      Net Loss

For the avoidance of doubt, the Sellers shall indemnify the Purchaser or the Company only for Net Losses, it being understood that any limitation or reduction of a Loss as set forth in this Article 1.2 shall not postpone the payment of the Net Loss pursuant to and subject to Article 2.2 of this Schedule and in the event any limitation of the Loss as set forth in this Article 1.2 is determined only after the payment of the Net Loss, Article 2.2.3 of this Schedule shall apply.

1.3                            Limitations on Indemnification

1.3.1                      Exempt Net Losses

The Sellers shall not be liable, and therefore shall not be required to indemnify or pay, in respect of a Net Loss pursuant to Article 1.1 of this Schedule, in the event that such Net Loss results from a single event or fact, and the amount of such Net Loss does not exceed €50,000 (an “Exempt Net Loss”), it being understood that a succession of similar events or facts having a similar source or origin and which individually are Exempt Net Losses shall be considered as one single event or fact for the purposes of calculating such amount.

1.3.2                          Threshold

(a)                                  The Sellers shall not be responsible for all or part of any Net Loss pursuant to Article 1.1 of this Schedule unless and until the aggregate amount of all

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Net Losses (not being Exempt Net Losses) in respect of all Notified Claims, equals or exceeds €1,500,000 (the “Threshold”).

(b)                                 For the avoidance of doubt, when the Threshold is reached or exceeded, then, in accordance with the provisions of Article 2 of this Schedule, the Sellers shall be responsible for the amount of all Net Losses pursuant to Article 1.1 of this Schedule, that are unpaid as of the date on which the Threshold is reached or exceeded.

1.3.3                      Ceiling

Notwithstanding anything to the contrary contained in this Schedule or in this Agreement, the maximum aggregate liability or payments which the Sellers may be obliged to make under this Agreement shall not exceed the amount of € 35,000,000 (the “Ceiling”).

By exception to the foregoing, the Ceiling will not apply to any Notified Claim in relation to (i) sub-section 2 (Shares) of Schedule 8.1.1 (which shall not for the avoidance of doubt be subject to any Ceiling), and (ii) the Environmental Liabilities and the Tax Liabilities which shall be treated separately in accordance with the Articles 1.3.4 and 1.3.5 below.

1.3.4                      Ceiling and Duration of the Environmental Liabilities

(a)                                  It is agreed between the Parties that the Environmental Liabilities can only be incurred as a result of a breach or inaccuracy of the Sellers Representation contained in sub-section 7 of Schedule 8.1.1 or as a result of payments by a relevant Novasep Group Company of Actual Costs as set out in article 1.2 above.

(b)                                 Notwithstanding anything to the contrary contained in this Schedule or in this Agreement, the aggregate liability or payments which the Sellers may be obliged to make under this Agreement in respect of the Environmental Liabilities shall be limited in accordance with the period during which a Notified Claim in respect of this Environmental Liability is served so that:

-                    during a fifteen-month period starting from the Closing Date: ninety percent (90%) of the amount of Net Losses, and/or as the case may be, of the Actual Costs, in respect of an Environmental Liability shall be borne by the Sellers and ten percent (10%) of the amount of Net Losses and/or as the case may be, of the Actual Costs, in respect of this Environmental Liability shall be borne by the Purchaser;

-                    during the period between fifteen (15) months starting from the Closing Date until thirty (36) months following the Closing Date: seventy percent (70%) of the amount of Net Losses and/or, as the case may be, of the Actual Costs, in respect of an Environmental Liability shall be borne by the Sellers and thirty percent (30%) of the amount of Net Losses and/or as the case may be, of the Actual Costs, in respect of an Environmental Liability shall be borne by the Purchaser;

-                    after a period of 36 months following the Closing Date, no liability of the Sellers in respect of an Environmental Liability shall be incurred in any manner whatsoever in accordance with Article 1.3.14 below.

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(c)                                  In addition, the maximum aggregate liability or payments which the Sellers may be obliged to make under this Agreement in respect of Environmental Liabilities incurred (i) as a result of a Seripharm Environmental Action shall not exceed the amount of € 500,000 and/or (ii) as a result of a Remediation Action shall not exceed the aggregate amount of the Actual Costs.

1.3.5                          Ceiling and Duration of the Tax Liabilities

(a) It is agreed between the Parties that the Tax Liabilities can only be incurred as a result of a breach or inaccuracy of the Sellers Representation contained in sub-section 9 of Schedule 8.1.1.

(b) Notwithstanding anything to the contrary contained in this Schedule or in this Agreement, the aggregate liability or payments which the Sellers may be obliged to make under this Agreement in respect of the Tax Liabilities shall be limited in accordance with the period during which a Notified Claim in respect of this Tax Liability is served so that:

-                    during a fifteen-month period starting from the Closing Date: hundred percent (100%) of the amount of Net Losses in respect of an Tax Liability shall be borne by the Sellers;

-                    during the period between fifteen months starting from the Closing Date until 36 months following the Closing Date: seventy five percent (75%) of the amount of Net Losses in respect of an Tax Liability shall be borne by the Sellers and twenty five (25%) of the amount of Net Losses in respect of an Tax Liability shall be bared by the Purchaser

-                    after a period of 36 months following the Closing Date: no liability of the Sellers in respect of a Tax Liability shall be incurred in any manner whatsoever in accordance with Article 1.3.14 below;

(c)          As an exception to the above, it is agreed that ninety percent (90%) of the amount of any Net Losses incurred in connection the items identified in the internal note relating to Finorga tax reassessment referred to under Section 15.11.15 of the Data Room Index (the “Tax Internal Note”), as set out in the Documentation Schedule, shall be borne by the Sellers and ten percent (10%) shall be borne by the Purchaser and the aggregate liability or payments which the Sellers may be obliged to make in respect thereto shall not be subject to any Duration Period.

1.3.6                      Non bis in idem

A similar Loss will only be indemnified once pursuant to this Agreement even if such Loss corresponds to the breach of several of the Sellers Representations or of the covenant described in Article 6.3 of this Agreement.

1.3.7                      Variation of Laws

The Sellers shall not be liable for and shall not be required to pay all or any portion of any Net Loss to the extent that the amount of such Net Loss results from or is increased by the adoption of, or modification of Laws occurring after the Closing Date.

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1.3.8                      Changes attributable to the Purchaser and/or the Company

The Sellers shall not be liable for or be obliged to pay all or any portion of any Net Loss up to the amount of such Net Loss that directly results from, or is increased by, any negligent or faulty act or omission by the Purchaser and/or the Company or their directors, employees, agents or their respective representatives after the Closing Date.

1.3.9                      Limits on indemnification

Notwithstanding anything to the contrary contained in this Agreement and in particular this Schedule:

(a)                                  The Sellers shall have no liability under any provision of this Agreement for any punitive, incidental, consequential or indirect damages;

(b)                                 The Sellers may be liable for loss of net income which will be considered as a direct damage only to the extent the Purchaser can demonstrate that the amount of such loss results directly from the breach of the representations or warranties made by the Sellers in Schedule 8.1.1 or the breach of the covenants by the Sellers contained in Article 6.3 of this Agreement and cannot be mitigated by appropriate commercial action or opportunity relating to the breach or alleged breach;

1.3.10               Obligation on the Purchaser and the Company to mitigate the Net Loss

(a)                                  The Purchaser and the Company shall take all reasonable measures and steps and give all assistance and shall procure that their respective directors, employees, agents or their representatives take all reasonable measures and steps and give all assistance in order to avoid or minimize the amount of any Net Loss in order to obviate the risk of (i) the Sellers incurring liability for a Net Loss which they otherwise would not have incurred or their liability already so incurred being exacerbated or increased, or (ii) the amount of the Net Loss being increased.

(b)                                 If a Net Loss could give rise to a payment under this Agreement, the Purchaser or the Company shall grant the Sellers the option to intervene in order to limit or mitigate the Net Loss in so far as such intervention does not unduly hinder the normal activities of the Company. Where the Sellers’ intervention results in a diminution of the Net Loss, the amount of the initial Net Loss in respect of which the Sellers could be liable shall be reduced by a corresponding amount.

1.3.11                Knowledge of the Purchaser

(a)                                  Without prejudice to Article 1.3.12 below, the Purchaser confirms that it has no knowledge of any breach of the Sellers Representations on the date of this Agreement.

(b)                                 None of the Sellers shall have any obligation to indemnify the Purchaser in respect of any Notified Claim for breach of the Sellers Representations to extent that, prior to the date of this Agreement, the Purchaser had knowledge of such breach.

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1.3.12               Exceptions to the Sellers’ representations and warranties

The Sellers shall not be liable for and shall not be obliged to pay for all or any portion of any Net Loss relating to:

(a)                                  any fact, matter or circumstance contained or referred to in the Sellers Disclosure Letter in this Agreement, for all of which the Purchaser shall be deemed to have knowledge, save as provided otherwise in sub-paragraph (b) below.

(b)                                 By exception to the preceding paragraph (a):

-                    the matters contained in the letter to the locally competent DRIRE referred to in Article 6.10.3 of the Agreement and the related answers of the locally competent DRIRE shall be excluded from the exceptions to the Sellers Representation made under Article 7 of Schedule 8.1.1;

-                    it is also agreed that, for the purposes of the Sellers’ Representation made under Article 7 of Schedule 8.1.1, only facts, matters or circumstances for which a specific cost estimate has been provided in the 2006 Environmental VDD (as provided in Section 26.01 of the Data Room) shall be taken into consideration to exclude, up to the aggregate amount of the specific cost estimates provided in the 2006 Environmental VDD with respect to such facts, matters or circumstances (i.e. € 8,000,000 in aggregate), the Sellers’ liability under the present Schedule 8.3. By exception to the foregoing, the Existing Monitoring/Remediation Costs, though not quantified in the 2006 Environmental VDD, are deemed to be part of the Sellers Disclosure Letter and to exclude the Sellers’ liability in respect thereof.

(c)                                  any fact, matter or circumstance which are fairly disclosed or referred to in the Information Documents; and

(d)                                 any fact, matter or event relating directly or indirectly to the Legacy Business.

(a), (b), (c) and (d) above constitute exceptions to the representations and warranties made by the Sellers under Schedule 8.1.1.

The numbers and headings of the Sellers Disclosure Letter, this Agreement and of the Information Documents shall be for convenience only and shall not limit the effect of any of the disclosures contained in the Sellers Disclosure Letter, in this Agreement or in the Information Documents. All disclosures validly made in accordance with this Agreement and which are contained in the Sellers Disclosure Letter, in this Agreement or in the Information Documents are made in respect of the specific Sellers’ Representation that is referred to opposite such disclosure in the Sellers Disclosure Letter.

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1.3.13               Notification by the Purchaser of breaches of the Sellers Representations

(a)           If, after the date of this Agreement and before the Closing Date:

(i) the Purchaser shall become aware that there was a breach of Sellers Representations as of the date of this Agreement; or

(ii) any event shall occur or any matter shall arise of which the Purchaser becomes aware which results or can reasonably be expected to result in a breach of the Sellers Representations on the Closing Date;

the Purchaser shall promptly notify the Sellers, setting out all relevant details and the Sellers shall make any investigation concerning the event or matter as the Purchaser may reasonably require.

(b)                                 If the Purchaser fails to notify the Sellers of any breach of Sellers Representation in accordance with Article 1.3.14 below, the Purchaser shall be deemed to have waived its right to make a Claim for any Loss arising out of such breach.

1.3.14               Duration

(a)                                  Any Notified Claim made under Article 2 of this Schedule shall be notified by the Purchaser to the Sellers at the latest 15 (fifteen) months after the Closing Date (the “First Duration Period”).

(b)                                 By exception to the foregoing, any Notified Claims made in respect of the representations and warranties referred to under (i) sub-sections 2 (Shares) of Schedule 8.1.1. shall be notified until the expiration of its respective statute of limitation increased by 30 days and (ii) the Environmental Liabilities and the Tax Liabilities shall be notified at the latest thirty six (36) months after the Closing Date (the “Second Duration Period”).

1.3.15               Longstop Date

Any Notified Claim for indemnification pursuant to Article 1 of this Schedule that has been notified to the Sellers in accordance with Article 2 of this Schedule prior to the end of the applicable Duration Period and which is at that time pending or challenged and for which payment has not been made shall survive the expiry of the applicable Duration Period in accordance with this Schedule to the extent still pending or challenged or unpaid at such date but shall terminate and be null and void unless proceedings between the Parties with respect to such Notified Claim have commenced within six months following the end of the applicable Duration Period (provided that, with respect to any Third-Party Claim relating to litigation brought against the Company, any Notified Claim in respect of such Third-Party Claim (that has been notified in good faith to the Sellers in accordance with Article 2 of this Schedule prior to the end of the applicable Duration Period) shall survive until finally resolved between the Purchaser and such third party pursuant to Article 2 of this Schedule).

Any Notified Claim for indemnification in relation to Actual Costs, notified to the Sellers prior to the end of the applicable Duration Period and for which payment has not been made, shall survive the expiry of the applicable Duration Period to the extent still unpaid at such date but shall terminate and be null and

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void upon full repayment by the Sellers of the indemnification payments related to the Actual Costs.

2                               Indemnification procedure and payment of claims

2.1                            Indemnification Procedure

All claims for indemnification by the Purchaser under this Schedule shall be asserted and resolved as set forth in this Article 2 of this Schedule.

2.1.1                          In the event that the Purchaser or the Company becomes aware of any fact or matter which may give rise to the Purchaser making a claim for indemnity against the Sellers under this Schedule, the Purchaser shall provide written notice thereof (a “Claim Notice”) to the Sellers, which Claim Notice shall specify in detail the grounds on which the claim is based and a good faith estimate of the amount of the claim, if possible (a “Notified Claim”), within thirty (30) days from the date on which the Purchaser has become aware of such fact or matter; provided, however, that the failure to notify on the part of the Purchaser in the manner set forth herein shall not affect any rights otherwise available to the Purchaser hereunder, except if, and to the extent of, the prejudice suffered by the Sellers as a result of the Purchaser’ failure to notify.

The Sellers shall have fifteen (15) days from receipt of the Claim Notice (the “Response Period”) to notify the Purchaser whether or not the Sellers dispute their liability to the Purchaser with respect to the relevant Notified Claim.

If the Purchaser does not receive a response from the Sellers within the Response Period, the Sellers shall be deemed to dispute the Notified Claim.

If the Sellers deliver written notice to the Purchaser within the Response Period specifying that the Sellers do not dispute the Notified Claim, the Sellers shall pay the Purchaser the amount of the Net Loss corresponding to Notified Claim set forth in the Claim Notice in accordance with Article 2.2 of this Schedule.

If the Sellers dispute such Notified Claim, the Sellers and the Purchaser shall meet within fifteen (15) days following the end of the Response Period (the “Meeting Period”) to discuss the Sellers’ dispute of the Notified Claim. If the Purchaser and the Sellers are unable to resolve the Sellers’ dispute of the Notified Claim (or do not meet to resolve the Sellers’ dispute of the Notified Claim) within fifteen (15) days following the end of the Meeting Period, the Sellers or the Purchaser may initiate proceedings in accordance with Article 9.13 of this Agreement with respect to such Notified Claim. Notwithstanding the foregoing to the contrary, in the event a Notified Claim is a Third-Party Claim, the Response Period with respect to such Notified Claim shall commence on the date on which a final non-appealable judgment is rendered in respect of such Third-Party Claim.

2.1.2                          In the event a Claim Notice is delivered by the Purchaser, the Purchaser shall (and shall cause the Company and its accountants, attorneys and representatives to permit the Sellers to review and consult all relevant information and/or documents held by the Company, (or its accountants, attorneys and representatives) relating to the relevant Notified Claim and which are reasonably necessary to understand the conditions and circumstances of the

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relevant Notified Claim and provide the Sellers with access (subject to reasonable notice and during regular business hours) to any employees of the Company and make readily available to the Sellers (i) all relevant books, records, and documents relating to the Notified Claim and (ii) all other items reasonably requested by the Sellers in connection therewith which are necessary to understand the conditions and circumstances of the relevant Notified Claim.

2.1.3                          In the event the Purchaser or the Company receives a claim, demand, audit notice, summons, or notice of any pending litigation (or material threatened litigation) which has or which could give rise to a Notified Claim under this Schedule as a result of or in connection with a claim or liability to a third party (a “Third-Party Claim”), the Purchaser shall promptly, but in no event later than ten (10) Business Days following the Purchaser’ or the Company’s receipt of such Third-Party Claim, notify the Sellers of such claim or demand and the amount or the estimated amount thereof (the “Third-Party Claim Notice”); provided, however, that the failure to notify on the part of the Purchaser in the manner set forth herein shall not affect any rights otherwise available to the Purchaser hereunder, except if, and to the extent of, the prejudice suffered by the Sellers as a result of the Purchaser’ failure to notify. The Sellers shall have no liability with respect to costs and expenses incurred by the Purchaser or the Company prior to the time the Third Party Claim Notice is delivered to the Sellers.

2.1.4                          The Sellers shall have until five (5) Business Days prior to the date on which the Purchaser and/or the Company, is or are required to respond to the Third-Party and at the latest thirty (30) Business Days from the receipt of the Third-Party Claim Notice (the “Notice Period”) to notify the Purchaser whether or not the Sellers desire to defend such Third-Party Claim. If the Purchaser does not receive any response from the Sellers within the Notice Period, the Sellers shall be deemed not to desire to defend such Third-Party Claim. All costs and expenses incurred by the Purchaser or the Company in defending such Third-Party Claim shall be borne by the Sellers.

2.1.5                          In the event that the Sellers notify the Purchaser within the Notice Period that they desire to defend the Third-Party Claim, except as hereinafter provided, the Sellers shall have the right to defend the Third-Party Claim and shall have the sole power to direct and control such defense, having due consideration to the corporate interests of the Company.

In such case, and in addition to the covenants provided for in Article 2.1.2 of this Schedule, the Purchaser shall or shall cause the Company to provide the Sellers and their counsel access to relevant business records which are necessary to understand the conditions and circumstances of the relevant Third-Party Claim, and shall use its reasonable best efforts to assist, and to cause the Company’s employees to assist, in the defense of such Third-Party Claim.

The Sellers shall under no circumstances settle, compromise or offer to settle or compromise any such Third-Party Claim on a basis which would have a Material Adverse Effect for the Company.

2.1.6                          If the Sellers elect or are deemed to elect not to defend the Third-Party Claim where such Third-Party Claim has been brought against the Company, then the Purchaser or the Company shall have the right to defend the Third-Party Claim

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and shall have the sole power to direct and control such defense. In any event, the Sellers shall have the right to participate in the defense or settlement of any Third-Party Claim for which the Sellers may be liable hereunder at their own expense.

2.1.7                          The Purchaser shall not (and shall take all steps within its control to procure that the Company shall not) settle, compromise or discharge a Third-Party Claim or admit to any liability with respect to such Third-Party Claim without the prior written consent of the Sellers.

2.2                            Payment of Claims

2.2.1                          Any Notified Claim accepted by the Sellers on a certain date under the terms of Article 2.1 of this Schedule shall be deemed to be certain, in liquid form and due and payable from that date. Where this is not the case, and without prejudice to any legal disposition, an amount shall be deemed to be certain, in liquid form and due and payable under Article 2 of this Schedule following (i) an agreement between the Sellers and the Purchaser or the Company with respect to the relevant Notified Claim, (ii) a settlement agreement in accordance with article 2044 of the French Civil Code being concluded between the Sellers and the Purchaser or the Company with respect to the relevant Notified Claim, or (iii) an enforceable, non-appealable and final decision being rendered by the tribunal or court with respect to the relevant Notified Claim (it being agreed by the Sellers that for the purposes of Article 2.2.2 of this Schedule and in the situation referred to in this sub-paragraph (iii), the due date shall be the date following the date the enforceable, non-appealable and final decision of the tribunal or court is rendered).

2.2.2                          Any delay in payment (starting from the due date) by the Sellers of sums due under this Article 2 of this Schedule will result in the Sellers having to pay interest at EURIBOR.

2.2.3                          In accordance with Articles 1.2 and 1.3 of this Schedule, in order to determine the final amount of the Net Loss, if one of the amounts to deduct from a Loss is known or ascertained or calculated only after the Net Loss has been paid by the Sellers to the Purchaser or the Company, the Purchaser or the Company shall reimburse to the Sellers an amount equal to the difference between (i) the amounts paid by the Sellers in relation to such Loss and (ii) the amounts which would have been paid if the amounts to be deducted from the Loss in accordance with Articles 1.2 and 1.3 of this Schedule had been known before the date of payment of such Net Loss.

2.2.4                          When a Loss in respect of which payment of the amount of Net Loss has been made by the Sellers to the Purchaser or the Company is reduced or recovered in whole or in part for any reason other than in accordance with Articles 1.2 and 1.3 of this Schedule, the Purchaser or the Company shall pay to the Sellers an amount corresponding to the reduction or recovery of the Loss (up to the amount of the Net Loss paid by the Sellers to the Purchaser or the Company).

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