CLAUSE 1    

1.1

1.2

CLAUSE 2

2.1

2.2

2.3

CLAUSE 3

3.1

3.2

3.3

CLAUSE 4

4.1

CLAUSE 5

5.1

5.2

5.3

5.4

5.5

CLAUSE 6

6.1

6.2

6.3

6.4

CLAUSE 7

7.1

CLAUSE 8

8.1

8.2

8.3

8.4

8.5

CLAUSE 9

9.1

9.2

9.3

9.4

9.5

CLAUSE 10    

10.1

10.2

10.3

10.4

10.5

10.6

CLAUSE 11

11.1

11.2

11.3

CLAUSE 12

12.1

12.2

12.3

CLAUSE 13

13.1

CLAUSE 14

14.1

14.2

CLAUSE 15

15.1

15.2

15.3

15.4

15.5  

15.6  

15.7  

15.8  

15.9  

15.10

SCHEDULE 1 MN AND SIHHAT DETAILS, SHAREHOLDERS AND SELLERS

SCHEDULE 2 DEFINITIONS AND INTERPRETATION

SCHEDULE 3 WARRANTIES OF THE SELLERS

SCHEDULE 4 WARRANTIES OF THE BUYER

SCHEDULE 5 COMPLETION ARRANGEMENTS

SCHEDULE 6 PERMITTED LEAKAGE

SCHEDULE 7 PROXY

SCHEDULE 8 RELATED PARTY AGREEMENTS

SCHEDULE 9 PROPERTY

SCHEDULE 10 PIPELINE PRODUCTS

SCHEDULE 11 MN TRADEMARKS

THE PERSONS LISTED IN PART 3 OF SCHEDULE 1 (the “MN Sellers”);

THE PERSONS LISTED IN PART 5 OF SCHEDULE 1 (the “S1hhat Sellers” and, together with the MN Sellers, the “Sellers”);

AMGEN ILAÇ TIC. LTD. STI, a company organized and existing under the laws of the Republic of Turkey, having its principal place of business at Ayazağa Mah., Meydan Sk., No:1 Beybi Giz Plaza, K.26 Maslak, 34396 Istanbul, Turkey (the “Buyer”, and together with the Sellers, the “Parties”); and

AMGEN WORLDWIDE HOLDINGS B.V., a company organized and existing under the laws of The Netherlands, having its principal place of business at Minervum 7061, 4817 Zk, Breda, The Netherlands (“Amgen Worldwide”).

The MN Sellers, collectively, own 93.126% of the issued share capital of Mustafa Nevzat İlaç Sanayii Anonim Şirketi, a joint stock company organized and existing under the laws of Turkey, having its registered office at Prof. Dr. Bülent Tarcan Caddesi Pak İş Merkezi No: 5 Kat: 8 34349 Gayrettepe - Istanbul, Turkey and registered with the Istanbul Trade Registry under registration number 64536, further details of which are set out in Part 1(a) of SCHEDULE 1 (“MN”).

The S1hhat Sellers, collectively, own 100% of the issued share capital (less 0.03% of the share capital, which is owned by MN) of S1hhat Dağ1t1m Pazarlama A.Ş., a joint stock company organized and existing under the laws of Turkey, having its registered office at Prof. Dr. Bülent Tarcan Caddesi Pak İş Merkezi No: 5 Kat: 1/2 34349 Gayrettepe - Istanbul, Turkey, registered with the Istanbul Trade Registry under registration number 149127, further details of which are set out in Part 1(b) of SCHEDULE 1 (“S1hhat”). S1hhat owns 2.5% of the issued share capital of MN.

Upon the terms and subject to the conditions of this Agreement, the Buyer desires to purchase from the MN Sellers and the S1hhat Sellers, and (i) the MN Sellers desire to sell 1,024,382,547 shares in MN, each with a nominal value of TL 0.01, and collectively representing 93.126% of the issued share capital of MN and more particularly described in Part 3 of SCHEDULE 1 (the “MN Sale Shares”), and (ii) the S1hhat Sellers desire to sell 4,998,338 shares in S1hhat, each with a nominal value of TL 0.01, and collectively representing 99.97% of the issued share capital of S1hhat and more particularly described in Part 5 of SCHEDULE 1 (the “S1hhat Sale Shares” and together with the MN Sale Shares, the “Sale Shares”).

Amgen Worldwide owns 99% of the issued share capital of the Buyer.

DEFINITIONS AND INTERPRETATION

Definitions

Interpretation

SALE AND PURCHASE OF THE SALE SHARES, REPAYMENT OF SHAREHOLDER LOAN 1 DEBT AND PAYMENT OF EMPLOYEE BONUS PAYMENTS

Sale and Purchase of Sale Shares

At Completion, on the terms and subject to the conditions of this Agreement:

each MN Seller hereby agrees to sell, and agrees to transfer the MN Sale Shares set opposite its name in Part 3 of SCHEDULE 1 to the Buyer, and the Buyer hereby agrees to purchase and to accept the transfer from each MN Seller of such MN Sale Shares, free from all Encumbrances and (without prejudice to Clause 2.1(c)) with all rights attaching to them as of the Completion Date; and

each S1hhat Seller hereby agrees to sell, and agrees to transfer the S1hhat Sale Shares set opposite its name in Part 5 of SCHEDULE 1 to the Buyer, and the Buyer hereby agrees to purchase and to accept the transfer from each S1hhat Seller of such S1hhat Sale Shares, free from all Encumbrances and with all rights attaching to them as of the Completion Date.

The Buyer and the Sellers shall not be obliged to complete the sale and purchase of the Sale Shares unless the Sale Shares being transferred to the Buyer at Completion comprise (directly or indirectly): (i) in aggregate, less than 93.126% of the issued share capital of MN, (ii) less than either 100% of the MN B Shares, or 50% of the MN A Shares or 50% of the MN C Shares, and (iii) less than 100% of the outstanding share capital of S1hhat.

The Buyer shall be entitled to receive all dividends and distributions or any return of capital declared and/or paid on or after: (i) the Locked Box Date by MN in respect of the MN Sale Shares (including any interest thereon in accordance with Clause 3.3), and (ii) the Completion Date by S1hhat in respect of the S1hhat Sale Shares.

Repayment of Shareholder Loan 1 Debt

Payment of Employee Bonus Payments

CONSIDERATION

Purchase Price

The total consideration for the sale and purchase of:

the MN Sale Shares shall be the payment by the Buyer to the MN Sellers at Completion of an amount equal to USD 621,163,606 plus interest on such amount in respect of the period from (and excluding) the Locked Box Date to (and including) the Completion Date at the Locked Box Interest Rate (the “MN Purchase Price”); and

the S1hhat Sale Shares shall be the payment by the Buyer to the S1hhat Sellers at Completion of an amount equal to USD 16,673,634, representing 2.49925% of the Implied MN Value plus interest on such amount in respect of the period from (and excluding) the Locked Box Date to (and including) the Completion Date at the Locked Box Interest Rate (the “S1hhat Purchase Price”).

The Sellers’ Representative (acting reasonably and in good faith) shall notify to the Buyer:

no later than four Business Days prior to the Completion Date, the amount of the MN Purchase Price (less the amount of the MN Brokerage Fee) and the S1hhat Purchase Price (less the amount of the S1hhat Brokerage Fee), as calculated in accordance with Clauses 3.1(a)(i) and (ii);

no later than four Business Days prior to the Completion Date, the amount of the Shareholder Loan 1 Debt outstanding as at Completion; and

no later than ten Business Days prior to the Completion Date, details of the accounts into which the amount of the Shareholder Loan 1 Debt outstanding as at Completion and the Brokerage Fees shall be paid.

Payment and Transfer of Purchase Price, the Employee Bonus Payments, the Brokerage Fees

and the Shareholder Loan 1 Debt

Amgen Worldwide shall procure that the Buyer’s bank shall, within five Business Days of the Signing Date, provide a letter confirming that: (a) funds equal to USD 700,000,000 (the “Acquisition Funds”) is in an account at such bank, with details of such account; (b) the Buyer has instructed such bank that the Acquisition Funds will be used solely for the purpose of securing the acquisition by the Buyer of the Sale Shares; and (c) since the bank is now in receipt of the Acquisition Funds, that the Buyer has sufficient cash resources to fund the acquisition of the Sale Shares at Completion.

The Buyer shall (A) pay at Completion (i) the Purchase Price less the amount of the Brokerage Fees and (ii) the Brokerage Fees, and (B) procure that MN pays at Completion (or if that is not reasonably practicable within seven Business Days of the Completion Date, in accordance with Clauses 2.2 and 2.3) the amounts of the Employee Bonus Payments and the Shareholder Loan 1 Debt, in cash by way of irrevocable SWIFT transfers of immediately available funds or, in the case of the Purchase Price, by way of delivery of blocked cheques made out to each Seller representing in aggregate the Purchase Price (in aggregate, the “Aggregate Payments”).

No Leakage Undertaking

Each MN Seller covenants, warrants and undertakes (for itself and as representative (vekil) for and on behalf of its Affiliates) to the Buyer that no Leakage has occurred or shall occur (as applicable) in the period from (and excluding) the Locked Box Date up to (and including) Completion, provided that if any such Leakage does occur, the MN Sellers shall promptly give notice in writing to the Buyer of the same setting forth (to the extent they are able) in reasonable detail the specific nature and amount of such Leakage.

Other than any Permitted Leakage, from (and excluding) the Locked Box Date up to (and including) Completion, each MN Seller covenants, warrants and undertakes (for itself and as representative (vekil) for and on behalf of its Affiliates) to procure that MN will not pay, or become obliged to pay, to any person any transaction costs relating to the transaction contemplated by this Agreement.

In the event of the occurrence of any Leakage at any time in the period from (and excluding) the Locked Box Date up to (and including) Completion, in respect of which the Buyer has provided to the Sellers’ Representative no later than the date falling 12 months after the Completion Date written notice setting forth (to the extent it is able) in reasonable detail the specific nature and amount of such Leakage, each Corporate Warrantor shall be severally liable to promptly pay to the Buyer on demand in cash on a Dollar for Dollar basis an amount equal to (i) the Leakage, together with interest thereon at the Locked Box Interest Rate from and including the date of the Leakage to and including the actual date of payment, plus (ii) any liabilities, losses, damages, costs or expenses (including reasonable legal expenses but excluding indirect losses or damages) arising out of the occurrence of such Leakage in breach of this Agreement.

The provisions of Clauses 8.3(d) and 8.3(g) through 8.3(x) (inclusive) shall not apply so as to limit the liability of any Corporate Warrantor under this Clause 3.3.

COMPETITION CONDITION

Competition Condition

The obligation of each Party to consummate the transactions to be performed by it in connection with Completion is subject to receipt of approval from the Competition Board for the transactions contemplated by this Agreement (the “Competition Condition”) which shall be deemed satisfied upon the earlier of:

receipt of the short form decision (without having to wait for the reasoned decision) with the express permission of the Competition Board (whether conditional or unconditional) for the transactions contemplated by this Agreement, whereby receipt shall mean the earlier of receipt by the Buyer or the Sellers of the short form decision issued by the Competition Board, by facsimile or receipt by mail; or

failure to receive a response or other form of communication from the Competition Board within 30 days after the date of notification of the transactions contemplated by this Agreement thereto, in which case approval shall be deemed under the applicable law.

The Parties may jointly waive the Competition Condition (to the extent and only to the extent that such condition may be lawfully waived) if the Buyer and the Sellers’ Representative execute a joint written waiver at or prior to Completion.

COMPLETION

Completion

Subject to the fulfilment or waiver of the Competition Condition in accordance with the terms of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Completion”) will take place on the Completion Date at the offices of White & Case Müşavirlik Limited Şirketi located at Büyükdere Caddesi No: 100 Kat: 28, Esentepe, Istanbul, Turkey, or such other location as may be agreed by the Buyer and the Sellers’ Representative. The “Completion Date” shall be (i) within five Business Days following the date on which the Competition Condition is deemed satisfied pursuant to Clause 4.1(a) or waived pursuant to Clause 4.1(b), or (ii) such other date as the Buyer and the Sellers’ Representative may agree in writing.

The Party who receives notice of satisfaction of the Competition Condition shall provide prompt written notice to the other Party that such notice of satisfaction has been received.

The Parties shall be required to consummate the Completion if the Competition Condition is satisfied and shall not refuse to proceed to Completion or refuse to comply with any of their respective obligations in this Clause 5. Notwithstanding the occurrence of any frustrating events, circumstances or causes of any kind, including events of force majeure or any material adverse change in the financial condition, assets, business, operations or prospects of MN or S1hhat, in each case whether or not foreseeable, after the signing of this Agreement and prior to Completion, all economic benefits arising from the Sale Shares and the risk associated with any losses affecting the value of the Sale Shares shall pass to the Buyer immediately after the signing of this Agreement (except as otherwise provided in this Agreement).

Actions at Completion

Interdependency

Failure to Complete

the Buyer and the Sellers’ Representative may jointly agree in writing to proceed to Completion as far as practicable (without limiting their respective rights and remedies under this Agreement or applicable law); or

where any Seller has failed to comply with its obligations in SCHEDULE 5, the Buyer, and, where the Buyer has failed to comply with its obligations in SCHEDULE 5, the Sellers (acting through the Sellers’ Representative), may unilaterally terminate this Agreement, by written notice to the Buyer or the Sellers’ Representative, as the case may be; provided that such termination shall not prejudice the terminating Party’s rights under this Agreement or applicable law (including its right to recover damages or continue to demand performance) in respect of the other Parties’ non-performance or delayed performance.

Discharge

WARRANTIES OF THE SELLERS

Warranties

The MN Sellers hereby warrant to the Buyer that, subject to those matters disclosed at the Signing Date in accordance with Clause 8.3(g), as at the date hereof, each of the Warranties in Part 1 of SCHEDULE 3 is true and accurate.

The MN Sellers shall be deemed to warrant to the Buyer that, subject to those matters disclosed in accordance with Clause 8.3(g), as at Completion, on the basis of the facts then existing (with the exception of Paragraph 10.4 of SCHEDULE 3, which shall not be repeated at Completion):

each of the Warranties set forth in Part 1, Paragraphs 1 through 3 of SCHEDULE 3 will be true and accurate; and

each of the Warranties set forth in Part 1, Paragraphs 4 through 21 of SCHEDULE 3 will be true and accurate in all material respects.

The S1hhat Sellers hereby warrant to the Buyer that, as at the date hereof and as at Completion, on the basis of the facts then existing and subject to those matters disclosed in accordance with Clause 8.3(g), each of the Warranties in: (i) Paragraph 1 of Part 1 of SCHEDULE 3, and (ii) Part 2 of SCHEDULE 3 is true and accurate and will be true and accurate at Completion.

Notwithstanding the other provisions of this Clause 6.1 or anything disclosed by the Sellers in accordance with Clause 8.3(g), as at the Signing Date or at Completion, no

disclosures shall be deemed to limit the liability of the Sellers for breach of the Title Warranties.

The Sellers’ Awareness

Limitations

Warranties and Additional Shares

WARRANTIES OF THE BUYER

Warranties of the Buyer

The Buyer hereby warrants to the Sellers that, as at the date hereof, each of the warranties set forth in SCHEDULE 4 is true and accurate.

The Buyer shall be deemed to warrant to the Sellers that as at Completion, each of the warranties set forth in SCHEDULE 4, on the basis of the facts then existing, will be true and accurate on the Completion Date.

CERTAIN LIMITATIONS

No Other Warranties, Assurances, Covenants or Undertakings

Disclaimer Regarding Information

Liability and Certain Limitations

Each Corporate Warrantor shall be severally liable:

for amounts due to the Buyer pursuant to Clause 3.3 in connection with any Leakage;

for amounts due to the Buyer pursuant to Clause 8.5 in connection with the FDA Indemnity; and

for any breach by a Seller within its Seller Group of the Title Warranties.

Each Corporate Warrantor shall be severally liable for all breaches of this Agreement (including breaches of Warranties) by a Seller within its Seller Group, in each case (i) other than to the extent related to the matters falling within the scope of Clauses 8.3(a)(i) and (ii), and (ii) subject to the other applicable limitations of liability contained in this Clause 8.3.

The several liability of each Corporate Warrantor (save in respect of the liability of Pak Holding A.Ş. pursuant to Clause 8.3(f)) for any amount due to the Buyer pursuant to Clauses 8.3(a)(i) and (ii) shall be limited to its respective Pro Rata Portion of the Losses as follows:

Mep G1da ve Kimya San. ve Tic. A.Ş.: 26.21%;

Nepa G1da ve Kimya San. ve Tic. A.Ş.: 42.28%;

Sezen G1da ve Kimya San. ve Tic. A.Ş.: 16.67%; and

Pak Holding A.Ş.: 14.84%.

To the extent that any Losses suffered by the Buyer and recoverable hereunder are referable to Losses suffered by MN, any liability of the Corporate Warrantors shall be limited to the Relevant Percentage.

Each Seller that is not a Corporate Warrantor shall have no liability in respect of any breach of this Agreement and no claim may be made against any of them in respect of such breach.

Pak Holding A.Ş. irrevocably and unconditionally guarantees to the Buyer the due and punctual performance of each financial obligation of a Corporate Warrantor under this Agreement arising from a Turkish court decision enabling the enforcement and execution of an arbitration award rendered in favour of the Buyer pursuant to and in accordance with the terms of this Agreement if, after the Buyer having taken necessary measures to execute such decision against the relevant Corporate Warrantor, the relevant Corporate Warrantor has failed to comply with such court order within 30 days of service thereof upon the relevant Corporate Warrantor (whether it has sufficient assets to satisfy the relevant claim or not). For the avoidance of doubt, the provisions of Clauses 8.3(c) and (i) or any statutory limitation periods under Turkish laws shall not apply to any claim under this Clause 8.3(f).

The Corporate Warrantors shall not be liable for any Losses in connection with any Relevant Claim if the act, omission, event or circumstance giving rise to such Losses was disclosed in this Agreement, the Data Room, the Disclosure Letter and/or a letter to be provided to the Buyer at Completion in which the Sellers shall be entitled to update the Disclosure Letter with respect to events and circumstances arising between the date hereof and the Completion Date which were unforeseeable from the perspective of the Key Managers as at the date hereof (the “Updated Disclosure Letter”). An act, omission, event or circumstance shall be deemed to be “disclosed” in this Agreement, the Data Room, Disclosure Letter and/or Updated Disclosure Letter if and to the extent that a reasonable and prudent buyer, advised by competent and experienced legal counsel and financial advisors could reasonably have been expected to have discovered and understood the act, omission, event or circumstance and the fact that it might give rise to such Losses of the extent suffered from an examination of the documents set out in the Data Room, Disclosure Letter, and/or Updated Disclosure Letter. For the avoidance of doubt, any matter disclosed in the Updated Disclosure Letter may only relate to matters, events or circumstances arising between the Signing Date and Completion and will not qualify the Warranties given on the Signing Date.

In no event shall any Party be liable to the other Party for any exemplary, punitive, special, indirect, remote or speculative damages, or for any consequential damages that do not flow directly from the relevant event to the damages allegedly arising from such event or with respect to which no direct causal connection exists between the relevant

event and the damages allegedly arising from such event, including loss of anticipated profits, damages to reputation and goodwill and loss of expected future business.

In no event shall any amounts be recovered from the Corporate Warrantors for breach of any Warranty for which a written notice of claim specifying (to the extent that the Buyer is able to do so) in reasonable detail the specific nature of the potential Losses and the estimated amount and calculation of such Losses is not delivered to the Corporate Warrantors prior to:

in the case of a claim in respect of a Tax Warranty, 60 days after expiry of the relevant statute of limitations and in the case of a claim in respect of a Title Warranty, the expiry of the relevant statute of limitations (in each case including any extensions or waivers thereof); and

in the case of a claim in respect of any other Warranty, 12 months after the Completion Date.

Where the matter or default giving rise to a breach of any Warranty is capable of remedy by the Sellers, the Buyer may not bring a Relevant Claim unless:

notice of the breach is given to the Corporate Warrantors within 10 Business Days of the Buyer becoming aware of the matter or default;

for any breach related to Tax or administrative actions by Taxation Authorities or Governmental Authorities, the matter of default (where capable of being remedied) is not remedied by or at the expense of the Sellers within 60 Business Days after the date on which such notice is given; or

for any breach, other than a breach related to Tax or administrative actions by Taxation Authorities or Governmental Authorities, the matter or default (where capable of being remedied) is not remedied by or at the expense of the Sellers within 20 Business Days after the date on which such notice is given.

In no event shall the Corporate Warrantors be liable in respect of a Relevant Claim for any Losses with respect to any individual event or series of related events arising out of the same or substantially similar facts, matters or circumstances, unless the Buyer has suffered Losses with respect to such event or series of related events in an amount in excess of USD 500,000, in which event the Buyer shall be entitled to recover the full amount of Losses, and not just the excess (subject to Clause 8.3(l)).

In no event shall the Corporate Warrantors be liable in respect of a Relevant Claim for any Losses unless the Buyer has suffered aggregate Losses of which it has notified the Corporate Warrantors in an amount in excess of USD 5,000,000 (the “Aggregate Basket Amount”), in which event the Buyer shall be entitled to recover the full amount of Losses, and not just the excess.

Other than in relation to any amounts due pursuant to Clause 3.3 in connection with any Leakage, the Corporate Warrantors shall not be liable in any way whatsoever to the

Buyer for any Losses under this Agreement, to the extent such Losses (over and above the Aggregate Basket Amount) exceed:

in respect of Losses arising solely from a breach of the Title Warranties set forth in Part 1, Paragraphs 1, 2.1 and 3.2 of SCHEDULE 3, the MN Purchase Price;

in respect of Losses arising solely from a breach of the Warranties set forth in Part 2 of SCHEDULE 3, the S1hhat Purchase Price;

in respect of Losses arising solely in connection with the FDA Indemnity, an amount which is equal to 5% of the Purchase Price; and

in respect of all other Losses, an amount which is equal to 10% of the Purchase Price,

No amount shall be recovered from the Corporate Warrantors for the breach or untruth of any of the Warranties to the extent that such breach or untruth has been disclosed to the Buyer at or prior to the Signing Date with respect to the Warranties given on the Signing Date or at Completion in the Updated Disclosure Letter with respect to the Warranties given at Completion. For the avoidance of doubt (i) nothing disclosed by the Sellers in accordance with Clause 8.3(g), as at the Signing Date or at Completion shall be deemed to limit the liability of the Sellers for breach of the Title Warranties and (ii) any matter disclosed in the Updated Disclosure Letter may only relate to matters, events or circumstances arising between the Signing Date and Completion and will not qualify the Warranties given on the Signing Date.

Neither the Disclosure Letter nor the Updated Disclosure Letter nor any disclosure made in or by virtue of them shall constitute or imply any representation, warranty, assurance or undertaking by the Sellers not expressly set out in this Agreement and neither the Disclosure Letter nor the Updated Disclosure Letter nor any such disclosure shall have the effect of, or be construed as, adding to or extending the scope of any of the Warranties.

The Corporate Warrantors shall not be liable for any Losses under or in connection with this Agreement for a Relevant Claim to the extent that the act or omission giving rise to such Losses was specifically noted, specifically provided for or specifically allowed for, or otherwise specifically reflected in the Accounts.

The Buyer shall not be entitled to recover any sum in respect of a Relevant Claim, or otherwise obtain reimbursement or restitution more than once in respect of the same act, omission, event or circumstance.

The Corporate Warrantors shall not be liable in respect of a Relevant Claim to the extent that a claim is based upon a liability that is contingent only, unless and until such time as the contingent liability becomes an actual binding liability of any member of the Target Group to make a payment.

The Corporate Warrantors shall not be liable in respect of a Relevant Claim to the extent that the matter giving rise to the Relevant Claim arises from an act or omission before Completion at the request or direction of, or with the consent of, the Buyer (in each case, in writing).

Nothing in this Clause 8.3, in the Warranties or elsewhere in the Agreement shall be deemed to relieve the Buyer or any member of the Target Group from any duty at law to reasonably mitigate any Losses incurred by the Buyer or such member of the Target Group (other than in accordance with Clause 3.3 in connection with any Leakage or Clause 8.5 in connection with the FDA Indemnity).

The Buyer shall not be entitled to rescission of this Agreement in any circumstances, including as a result of breach of any of the Warranties, save that the Buyer shall be entitled to rescind this Agreement if the Sellers fail at Completion to transfer to the Buyer good and valid title to all of the Sale Shares.

The Corporate Warrantors shall not be liable under a Relevant Claim for Losses:

to the extent such losses would have been recoverable under insurance policies of any member of the Target Group if the Buyer or the relevant member of the Target Group had maintained those insurance policies on the same terms as existed at Completion; or

which are recoverable (i) from a third party or (ii) under an insurance policy of the Buyer or any member of the Target Group, unless and until the Buyer shall have made a claim against the third party or (in accordance with Clause 9.4) insurers and pursued such claim (in each case, to the extent reasonable to do so).

If the Buyer or any director or officer of MN or S1hhat becomes aware of a matter or circumstance that would, in its good faith opinion, or would be reasonably likely to give rise to a Relevant Claim and is as a result of or in connection with a claim by a third party (“Third Party Claim”):

the Buyer shall, within five Business Days of becoming aware, and in cases where time is of the essence, promptly upon becoming aware of such Third Party Claim, give notice of, and consult with the Sellers’ Representative with respect to such Third Party Claim and no delay by or failure of the Buyer in complying with its obligations under this Clause 8.3(w) shall affect its rights in respect of a Relevant Claim, except to the extent that such delay or failure increases the amount that the Buyer would otherwise be entitled to claim;

the Buyer shall not, and shall ensure that none of its Affiliates (including the Target Group) will admit liability in respect of, compromise or settle the Third Party Claim without the prior written consent of the Sellers’ Representative (which consent shall be deemed to be given if not provided or rejected within 10 Business Days of receipt of the notice referred to in Clause 8.3(w)(i) above);

the Buyer shall, and shall ensure that each member of the Target Group will, provide to the Corporate Warrantors and their advisers reasonable access to premises and personnel and to relevant assets, documents and records within its power or control solely for the purpose of investigating the Third Party Claim and enabling the Corporate Warrantors to properly assess the Third Party Claim and take the actions referred to in Clause 8.3(w)(iv) below;

the Corporate Warrantors shall have 10 Business Days (or, in cases where time is of the essence, they shall act promptly) after receipt of the notice of such Third Party Claim pursuant to Clause 8.3(w)(i) to elect to undertake, conduct and control, through counsel of their own choosing and at their own expense, the settlement or defense of such Third Party Claim. If the Corporate Warrantors elect to undertake the defense thereof:

such Third Party Claim shall be conclusively established as being a Relevant Claim for which the Corporate Warrantors are liable pursuant to the terms of and subject to the conditions of this Agreement (provided however, that the foregoing does not require payment by the Corporate Warrantors until Losses are actually incurred);

they shall do so acting in good faith, taking into consideration the reasonable interests of the Buyer and the Target Group, and for the duration of the Third Party Claim shall keep the Buyer reasonably and promptly informed of the status with respect to such Third Party Claim;

the Buyer shall procure that the relevant member of the Target Group shall grant to the Corporate Warrantors and their advisers all such necessary authorizations and assistance (at the Corporate Warrantors’ cost) to enable

the Corporate Warrantors and their advisers to properly undertake, conduct and control such Third Party Claim;

the Buyer shall, and shall ensure that the relevant member of the Target Group shall, provide to the Corporate Warrantors and their advisers reasonable access to premises and personnel and to relevant assets, documents and records within its power or control for the duration of the Third Party Claim solely for the purpose of conducting and controlling such Third Party Claim;

the Buyer or any member of the Target Group may participate in such settlement or defense through counsel chosen and paid for by the Buyer or such member of the Target Group, and the Corporate Warrantors shall procure that the Buyer and its counsel shall be given access to such documents and receive such cooperation as it may reasonably request; and

no compromise or settlement of such Third Party Claim may be effected by the Corporate Warrantors without the consent of the Buyer unless such settlement agreement results in no financial liability to the Buyer and Target Group in respect of such Third Party Claim;

if the Corporate Warrantors do not elect to undertake, conduct and control such Third Party Claim pursuant to Clause 8.3(w)(iv):

the Buyer or the relevant member of the Target Group will have the right to contest, settle or compromise such Third Party Claim, provided that the Corporate Warrantors may participate in such settlement or defense through counsel chosen and paid for by the Corporate Warrantors, and the Buyer shall procure that the Corporate Warrantors and their counsel shall be given access to such documents and receive such cooperation as they may reasonably request solely for the purpose of participating in the settlement or defense of such Third Party Claim;

the Buyer shall, and shall procure that the relevant member of the Target Group shall, act in good faith and take into consideration the reasonable interests of the Corporate Warrantors with respect to such Third Party Claim, and for the duration of the Third Party Claim shall keep the Sellers’ Representative reasonably and promptly informed of the status with respect to such Third Party Claim;

subject to (D) below, no compromise or settlement of such Third Party Claim may be effected by the Buyer or any member of the Target Group without the consent of the Sellers’ Representative (which consent shall be deemed to be given if not rejected within 10 Business Days of a notice from the Buyer); and

if the Buyer or the relevant member of the Target Group compromises or settles such Third Party Claim without the consent or deemed consent of

the Sellers’ Representative then the Buyer shall be deemed to have waived its right to bring a Relevant Claim against the Corporate Warrantors with respect to such matter and the Corporate Warrantors shall have no further liability with respect to such matter howsoever arising under this Agreement or otherwise.

The limitations set forth in this Clause 8.3 are not mutually exclusive, and the application of any one or more limitations shall not preclude or debar the application of any one or more other limitations.

Recoveries

FDA Indemnity

The Corporate Warrantors shall severally indemnify the Buyer for any FDA Losses.

The indemnification provision in this Clause 8.5 is the sole and exclusive remedy for any Losses of the Buyer or MN arising out of or in connection with or by virtue of the FDA Inspection or any of the findings thereof or any of the facts or circumstances giving rise to such Losses or findings and the Buyer hereby waives any and all rights that are or may otherwise be available to it hereunder pursuant to applicable law or otherwise in respect of any such Losses.

If the Buyer intends to seek indemnification from the Corporate Warrantors in respect of the FDA Losses (the “FDA Indemnity Claim”), the Buyer shall give notice (the “FDA Indemnity Notice”) of the FDA Indemnity Claim, describing the claim in reasonable detail and attaching to it the the FDA Inspection Findings and a reasonable plan proposed by the Buyer that is sufficient to resolve the FDA Deficiencies (and only such deficiencies) (the “Remediation Plan”).

The following provisions shall apply to the determination of the several liability of the Corporate Warrantors for any FDA Indemnity Claim:

the Buyer shall consult with the Corporate Warrantors regarding the Remediation Plan and grant them and their advisers such access to premises, personnel, documents and records as may be reasonably required by the Corporate Warrantors to permit them to understand and assess the Remediation Plan for a

period of 20 Business Days after the date of the FDA Indemnity Notice (or such shorter period as is reasonable to comply with the requirements of the FDA Inspection Findings);

by the end of the period referred to above, the Buyer shall deliver to the Corporate Warrantors the Remediation Plan together with the Buyer’s budget for execution by MN of such plan, including proposals and pro forma invoices obtained by the Buyer from suppliers for the portion of such budgeted cost that arises from the FDA Capital Expenditure necessary to execute the Remediation Plan (the “Buyer Capital Expenditure Cost”);

if the Corporate Warrantors believe that the Buyer Capital Expenditure Cost is excessive, they shall be entitled to seek an alternate proposal from independent third party suppliers (none of which may be Affiliates of the Sellers) for the same FDA Capital Expenditure foreseen by the Remediation Plan and shall deliver such plan, including proposals and pro forma invoices from such suppliers, to the Buyer within a period of 30 Business Days after receipt of the Buyer Capital Expenditure Cost (or such shorter period as is reasonable to comply with the requirements of the FDA Inspection Findings) (the “Alternate Capital Expenditure Cost”); and

the Buyer and the Corporate Warrantors shall seek to reach agreement in writing on the amount of the FDA Indemnity Claim for a period of 15 Business Days after receipt by the Buyer of the Alternate Capital Expenditure Cost. If, at the end of such period, they shall fail to reach agreement concerning the FDA Indemnity Claim, then the amount of the FDA Indemnity Claim shall be the arithmetic average of the Buyer Capital Expenditure Cost and the Alternate Capital Expenditure Cost.

In no event shall the Corporate Warrantors be liable in respect of any FDA Indemnity Claim unless the FDA Losses notified to the Corporate Warrantors exceed USD 1,000,000, in which event the Buyer shall only be entitled to recover the excess over USD 1,000,000.

The Corporate Warrantors shall only be obliged to pay to the Buyer the lesser of (i) the amount for the FDA Indemnity Claim determined pursuant to Clause 8.5(d)(iv) and (e) above and (ii) the actual cost to MN of remediation of the FDA Losses, which shall be notified to the Corporate Warrantors by the Buyer with a certificate setting forth such cost (and accompanied by final paid invoices) after the remediation of the FDA Deficiencies is complete, and paid for. The Buyer shall procure that the Corporate Warrantors and their advisers are granted such access to premises, personnel, documents and records as they may reasonably require to verify the actual cost to MN of remediation of the FDA Losses. The Corporate Warrantors shall pay the applicable amount within 30 days of receipt of the foregoing certificate from the Buyer.

The Buyer shall be entitled to bring an FDA Indemnity Claim within six months from receipt by MN of the FDA Form 483 or FDA warning letter delivered in connection with

the FDA Inspection, whichever is later.

The provisions of Clause 8.3(d) and 8.3(g) through 8.3(x) (inclusive) shall not apply so as to limit the liability of the Corporate Warrantors under this Clause 8.5.

COVENANTS OF THE PARTIES

Further Actions

Each Party shall use its reasonable endeavours to take, or cause to be taken, all such actions and do, or cause to be done, all things necessary, proper or advisable (including action to cause the satisfaction of the Competition Condition as reasonably practicable) as may be necessary or appropriate in order to effectuate the transactions contemplated by this Agreement.

If, at any time, either the Sellers or the Buyer becomes aware of a fact or circumstance that might prevent the Competition Condition being satisfied, it shall inform the other of the matter as soon as reasonably practicable.

Press Releases

Directors, Officers and Employees

any actions or omissions occurring prior to or at the Completion (and whether asserted or claimed prior to, at or after the Completion) solely to the extent that they are based on or

arise out of the fact that such person is or was a director, officer, employee or financial adviser of MN or S1hhat at any time prior to the Completion; or

any inaccuracy or omission under this Agreement, the Disclosure Letter, the Updated Disclosure Letter or any disclosure made in or by virtue of them.

Insurance

Subject to Clause 8.3(v), if at any time prior to Completion there is a Loss of any kind whatsoever that is suffered by MN or S1hhat, that would give rise to a claim against the Sellers under this Agreement, and that is or is reasonably likely to be covered under the terms of MN’s or S1hhat’s insurance, then:

the applicable Sellers shall, prior to Completion, cause MN or S1hhat (as applicable) to file a claim against the relevant insurance providers and to pursue and enforce such claim;

the Buyer shall, on or after Completion, cause MN or S1hhat (as applicable) to file a claim against the relevant insurance providers and to pursue such claim (in each case, to the extent reasonable to do so); and

if at any time after Completion MN or S1hhat receives a payment in respect of such insurance claim, the provisions of Clause 8.3(v) shall apply in relation thereto.

Without prejudice to Clause 8.3(v), if at any time on or after Completion there is a Loss of any kind whatsoever that is suffered by MN or S1hhat, that would give rise to a claim against any of the Corporate Warrantors under this Agreement and that is or is reasonably likely to be covered under the terms of MN’s or S1hhat’s insurance (as applicable), then the Buyer shall cause MN or S1hhat (as applicable) to file a claim against the relevant insurance providers and to pursue such claim (in each case, to the extent reasonable to do so).

Confidentiality

The terms and conditions of this Agreement (including the Schedules, the Disclosure Letter and the Updated Disclosure Letter) and all information any Party has received about the Target Group in contemplation of and as a result of entering into this Agreement shall be considered confidential. Each Party agrees that it shall, and that it shall procure that its Affiliates, employees, officers, directors, and in respect of the Buyer, the Buyer’s Representative, shall, keep and maintain all such terms and conditions and information in strict confidence; provided that such terms and conditions or information may be disclosed:

to such contractors, consultants, employees, attorneys, accountants and other persons where disclosure of such confidential information and data is necessary for such persons’ work, including in connection with the resolution of any dispute between the Buyer and the Sellers, provided such Party procure that such contractors, consultants, employees, attorneys and other persons maintain confidentiality as required pursuant to this Clause 9.5;

to the extent required in order to comply with any applicable laws or pursuant to any legal proceedings or because of any order of any court;

to an Affiliate, provided such Party procure that such Affiliate maintains confidentiality as required pursuant to this Clause 9.5;

to the extent such information or data must be disclosed pursuant to any rules or requirements of any Governmental Authority or stock exchange, provided that the Party intending to make the disclosure shall, if reasonably practicable and permitted by the applicable law or regulation of any relevant jurisdiction or any securities exchange, supply a copy of the required disclosure to the Party to whom it relates before it is disclosed and further shall incorporate any amendments or additions to such disclosure reasonably requested by such Party; or

where any data or information has become part of the public domain through no fault of or breach of this Clause 9.5 by the disclosing Party or its Affiliates.

The Confidentiality Agreement shall terminate automatically and shall have no further force or effect as of the Signing Date.

The obligations of the Parties under this Clause 9.5 shall expire on the date which is three years from the Signing Date.

COVENANTS OF THE SELLERS

Information

During the Interim Period, the Sellers shall notify the Buyer of any of the following of which any Seller becomes aware: (i) anything that constitutes an unexpected emergency or that constitutes any other material change in the ordinary course of business of any member of the Target Group or that is reasonably likely to have a material adverse effect on the Target Group, taken as a whole; (ii) anything that has caused or contributed to, or may reasonably be expected to cause or contribute to, a breach of this Agreement; and (iii) any material complaints, investigations, hearings, adjudicatory or arbitral proceedings (including submissions thereto) of any Governmental Authority or arbitral tribunal (including any written communications from any Governmental Authority or arbitral tribunal that the same may be contemplated) involving the business, properties or assets of any member of the Target Group, and, in each case, shall keep the Buyer reasonably informed of such events and, at the request of the Buyer, permit the Buyer’s

representatives reasonable access to all materials prepared in connection therewith. The Buyer agrees: (i) to hold all information it receives from the Sellers with respect to the Target Group and to cause its representatives who receive any such information to treat such information as confidential until Completion occurs, (ii) it will not use or disclose any of such information at any time prior to Completion except in connection with this Agreement and as and to the extent permitted pursuant to Clause 9.5, and (iii) upon any termination of this Agreement, it will destroy (upon request) all copies of such information that are in its possession. Notwithstanding the other provisions of this Clause 10.1, nothing in this Agreement will obligate any Seller or any of their respective Affiliates to take actions that would violate the terms of any applicable law or any contract, confidentiality obligation or other undertaking or agreement to which any Seller or any of their respective Affiliates is a party or to which any Seller or any of their respective Affiliates or any of their respective assets are subject.

During the Interim Period, the Sellers shall procure that the Buyer is provided with copies of the monthly management accounts, monthly management information packs (including individual product sales data to the extent available) and such other information in respect of the business of the Target Group that is prepared in accordance with past practice for the benefit of the board or senior management of the members of the Target Group as soon as such information is available, as well as prompt notice of any significant change proposed in relation to the operating systems, policies, processes and procedures each member of the Target Group (as applicable).

During the Interim Period, the Sellers (as applicable) shall, and shall procure that each member of the Target Group shall, at the request and cost of the Buyer, provide prompt and reasonable assistance to the Buyer (i) to assist it to obtain the consent or approval of the counterparties to material contracts or arrangements to which such member of the Target Group is a party and that are subject to change of control consent or notification requirements, and (ii) to assist it to arrange and assist to have put in place alternative arrangements to those terminated or to be terminated in accordance with Clause 10.4.

During the Interim Period, subject to applicable laws, the Sellers shall procure (to the extent that each is able to) that the Buyer, through the Buyer’s Representative (at the Buyer’s expense), shall be given such access, upon reasonable notice and at reasonable times, to any of the directors, officers, employees, agents and advisers of each member of the Target Group and to copies of any books and records and such other information held by, and relating to the business of, those entities, as the Buyer may from time to time reasonably require for the purposes of the transactions contemplated by this Agreement and for no other purpose. The penultimate sentence of Clause 10.1(a) shall apply mutatis mutandis in relation to the information received by the Buyer or the Buyer’s Representative hereunder. The Buyer’s Representative shall direct all requests and communication under this Clause 10.1(d) to the person notified to the Buyer by the Sellers’ Representative as the coordinator for the Sellers and the Target Group.

Operation of Business

the Sellers (as applicable) shall not take and shall use their respective reasonable endeavours to procure that each member of the Target Group refrains from taking any action that could reasonably be expected to result in a material breach of any Warranty to be repeated at Completion; and

the Sellers (as applicable) will procure that MN shall not do the following, and that each member of the Target Group shall not do the matters falling within Clauses 10.2(b)(i), 10.2(b)(iii), 10.2(b)(v) to 10.2(b)(x), 10.2(b)(xii), and 10.2(b)(xix):

enter into any contract that would inhibit or would otherwise materially interfere with Completion;

enter into, accelerate, terminate (or give notice to terminate) or amend the terms of, or expressly waive compliance with the terms of or breaches under, (i) any agreements with the Sellers or their Affiliates, including any Surviving Related Party Agreement, or (ii) any Material Contract (or any contract which, if entered into after the Signing Date, would fall within the definition of “Material Contract”), or knowingly enter into any written contract, transaction, or written commitment with any Sanctioned Person;

amend its constitutional documents except as required by applicable law or for good administrative reasons (provided that any such amendments shall be notified in writing to the Buyer) or pass any resolutions inconsistent with them;

make any material changes to its Business Plan;

enter into any merger, consolidation or sale of all or substantially all of its assets, incorporate or acquire any subsidiary undertaking or effect any hive-up or hive-down;

issue, sell or agree to issue or sell any security in its capital;

increase or decrease its capital or create any class of, or purchase or redeem, any shares, equity-linked securities or loan capital of its capital;

issue or sell, or agree to issue or sell to any person any options, warrants or other rights to purchase its shares or other equity interest or any securities convertible

into or exchangeable for its shares or equity interests or purchase, or agree to purchase, any such securities of a third party;

dissolve or enter into any plan of liquidation or dissolution or similar proceeding, or ceases to carry on its business operations;

sell, licence, transfer, lease, pledge, or otherwise dispose of, or allow to arise any Encumbrance in respect of, any asset, tangible or intangible, except as contemplated by this Agreement;

cancel or terminate any material insurance policy, unless such insurance policy is replaced by an insurance policy of similar scope and substance, or otherwise change any of its policies, procedures and practices in relation to insurance;

provide any credits, lend amounts or waive or cancel any receivable or debt owed to it or provide credits, loans, credit notes or waivers or cancel receivables and debts, in each case outside of the ordinary course of business (whether by a single transaction or a series of related transactions), provided that it may not provide, lend, waive or cancel any of the foregoing in respect of any Seller and/or any of their respective Affiliates, regardless of the aggregate amount (and for the avoidance of doubt, this shall not apply to ordinary course trading with deferred payment terms);

create, incur or raise new indebtedness or borrow any money over the course of the Interim Period, and for the avoidance of doubt, this shall not apply to utilizing existing credit lines in the ordinary course of business;

over the course of the Interim Period, make purchases or make any other capital commitment that would qualify as Capital Expenditures (whether by way of purchase, lease, hire purchase or otherwise), provided that Capital Expenditures may be made in respect of research and development in an aggregate amount of up to USD 500,000 (whether by a single transaction or a series of related transactions);

amend or enter into any swap, forward contract, futures contract, option or any other derivative, hedging or financial arrangement;

commence, compromise, abandon or settle any litigation involving any of the Target Group which is material to such entities, other than employee or labour related claims arising in the ordinary and usual course of business;

terminate or materially change the terms of employment of any Key Manager or the terms on which the Key Managers are entitled to pension or other benefits, or pay them bonuses or other amounts (other than performance related promotions, demotions and changes to compensation pursuant to their reviews that will take place during April and May 2012 in the ordinary course of business and consistent with past practice), or terminate (or give notice to terminate) the employment arrangements of any of its senior officers;

enter into or materially change the terms of any retirement, profit sharing, share option, bonus, equity-based, share or other incentive scheme for the benefit of its officers or employees or enter into any collective bargaining agreement with or in respect of all or any category of its employees;

change its accounting policies, accounting reference date or its bases, methodologies, formulae, techniques or principles by which its statutory accounts and management accounts and its accounting records are maintained and drawn up, except, in each case as applicable, as required by law, IFRS or the relevant accounting standards applicable in Turkey;

except as otherwise required by applicable law, make (other than in accordance with past practice), change, or rescind any election, claim, surrender or disclaimer relating to Tax, commence, settle or compromise any proceedings relating to Tax or amend any Tax Return;

fail to take any action necessary to maintain the ownership, validity or enforceability of any material Intellectual Property owned by the Target Group; or

agree, offer (in a form capable of acceptance) or otherwise commit to do any of the foregoing.

Each of the Sellers (as applicable) will use their respective reasonable endeavours to procure that each member of the Target Group, shall carry on its business in the ordinary and usual course of business consistent with past custom and practice (including as to Capital Expenditure) and in accordance with prudent working capital management practices.

The S1hhat Sellers shall procure that each member of the S1hhat Group shall not enter into any transactions, and in particular, shall not enter into, accelerate, terminate (or give notice to terminate) or amend the terms of, or expressly waive compliance with the terms of or breaches under any agreements with the Sellers or their Affiliates shall not enter into transactions, or enter into any contract, transaction, or written commitment with any Sanctioned Person.

Exclusive Dealing

any purchase by such person of the Sale Shares or any other shares in MN (or any of them);

any sale of substantially all of the assets of MN or S1hhat other than as disclosed;

any issuance of any new shares by MN or S1hhat; or

any merger, or material demerger of MN or S1hhat.

Termination of Related Party Agreements

Corporate Warrantors

Until the date falling on the second anniversary of Completion:

each Corporate Warrantor shall retain in its accounts and not distribute to its shareholders its Pro Rata Portion of the Purchase Price actually received (i.e. less the amount of the Brokerage Fees);

each Corporate Warrantor shall procure that no controlling stake in such Corporate Warrantor is sold or otherwise transferred to any person other than the Sellers and their successors (or any of them); and

no Corporate Warrantor may dissolve or enter into any plan of liquidation or dissolution or similar proceeding.

Employee Bonus Payments Allocation

COVENANTS OF THE BUYER

Competition Condition

Without prejudice to the generality of the Buyer’s obligations under Clause 9.1, the Buyer shall, at its sole cost, where to do so would assist the procurement of the satisfaction of

the Competition Condition, comply with all requirements of the Competition Board in order for the Competition Condition to be satisfied, including:

offering and/or agreeing to hold separate or dispose of any part of the business of MN, S1hhat or of the Buyer or any of its Affiliates; and/or

offering to enter into and entering into agreements which restrict the manner in which, or whether, any part of the business of MN, S1hhat or of the Buyer or any of its Affiliates may carry on business in any part of the world.

The Buyer shall bear all filing fees and other costs (including the costs of its legal and other advisors but excluding any costs incurred by any member of the Target Group, the Sellers or any of their Affiliates and the costs of their legal and other advisors which shall be paid by the Sellers) incurred in relation to any filing required to be made in any jurisdiction in connection with the Competition Condition.

In connection with satisfying the Competition Condition, the Buyer shall:

procure the filing of all necessary submissions to the Competition Board as soon as reasonably practicable and, subject to compliance by the Sellers with their obligations under Clause 11.1(e), within ten Business Days after the date of this Agreement;

with the assistance of the Sellers, file the submissions referred to in Clause 11.1(c)(i);

not enter into (and will procure that none of its Affiliates enters into) any other agreement or arrangement which would be reasonably expected to delay, impede or prejudice the fulfillment of the Competition Condition;

promptly progress all submissions and filings with respect to the Competition Condition with all diligence and in consultation with the Sellers, and accept and take into account the Sellers’ reasonable comments and requests in respect thereof;

promptly notify, and provide a copy to, the Sellers’ Representative of any material communication (whether written or oral) received from the Competition Board with respect to the Competition Condition;

give the Sellers’ Representative reasonable notice of, and the opportunity for representatives of the Sellers and the Sellers’ advisers to participate in, all material meetings and telephone calls with the Competition Board; and

provide the Sellers’ Representative with draft copies and prior notification of all written communications intended to be sent to the Competition Board, give the Sellers’ Representative and the Sellers’ advisers a reasonable opportunity to comment thereon and reflect their comments therein to the extent that it is reasonable and practicable to do so and provide the Sellers’ Representative with

final copies of all such written communications; save that in relation to all disclosures under this Clause 11.1(c)(vii), business secrets and other confidential material may be redacted so long as the Buyer acts reasonably in identifying such material for redaction.

Without limiting the generality of Sub-clauses (a) through (c) of this Clause 11.1:

the Buyer shall not make any filing with any Governmental Authority in relation to the transactions contemplated by this Agreement which is not strictly required by applicable law in order to fulfill the Competition Condition without obtaining the prior written consent of the Sellers’ Representative to the making of it and to its form and content, such consent not to be unreasonably withheld or delayed. Further, the Buyer shall not: (A) withdraw any filing, consent or approval made to or requested from the Competition Board in relation to the transactions contemplated by this Agreement without the prior written consent of the Sellers’ Representative, or (B) intentionally take any decision or effect any action or omit to take any decision or effect any action which could reasonably be expected to frustrate or delay the process in any way required to be carried out in order to satisfy the Competition Condition as soon as reasonably possible following the Signing Date;

the Buyer agrees to use its reasonable endeavors to satisfy the Competition Condition as soon as reasonably possible and in any event within four months after the Signing Date; and

in the event that the Competition Condition has not been satisfied by the date which is two months after the Signing Date:

persons nominated by the Buyer and the Sellers’ Representative shall discuss regularly and in any event at least once per week the latest developments with respect to the potential satisfaction of the Competition Condition and the strategy to maximise the chances of satisfying the Competition Condition in accordance with Clause 11.1(d)(ii); and

giving due regard to its obligations under Clause 11.1(a), the Buyer will reasonably consider the Sellers’ suggestions as to potential remedies to be suggested to the Competition Board in order to satisfy the Competition Condition in accordance with Clause 11.1(d)(ii).

The Sellers will take and procure that each of MN and S1hhat promptly takes all action reasonably requested by the Buyer (but without the obligation to incur any out-of-pocket costs or expenses (other than costs of their legal and other advisors) in connection therewith) to assist the Buyer to satisfy the Competition Condition, including but not limited to assist the Buyer in making or preparing all filings, submissions and notifications referred to in Clause 11.1(c), including promptly providing to the Buyer and, if required, to the Competition Board, all information and documents reasonably required for the purpose of making any notifications, submissions, responses to

information requests and additional communications to the Competition Board, or as the Competition Board may direct.

Retention of Records and Access to Records

Release of Board Members

TERMINATION

Termination

the Buyer and the Sellers may terminate this Agreement by mutual written consent;

the Buyer may terminate this Agreement by giving written notice to the Sellers’ Representative at any time prior to Completion: (i) pursuant to Clause 5.4(b); or (ii) if Completion shall not have occurred on or before the Long-Stop Date by reason of the failure to satisfy the Competition Condition under Clause 4.1 (unless the failure results from the Buyer itself breaching its obligations or any warranty, covenant or agreement contained in this Agreement); or

the Sellers may terminate this Agreement by giving joint written notice to the Buyer at any time prior to Completion: (i) pursuant to Clause 5.4(b); or (ii) if Completion shall not have occurred on or before the Long-Stop Date by reason of the failure to satisfy the Competition Condition under Clause 4.1 (unless the failure results from any Sellers breaching any of their obligations or any Warranty, covenant or agreement contained in this Agreement); and

subject to the foregoing, neither the Buyer nor the Sellers may terminate this Agreement for the occurrence of any frustrating events, circumstances or causes of any kind, including events of force majeure or any material adverse change in the financial condition, assets, business, operations or prospects of MN or S1hhat, in each case whether or not foreseeable, or for any breach of any of their own obligations under this Agreement.

Long-Stop Date

Effect of Termination

TAXES AND COSTS

Taxes and Costs

Save as otherwise expressly provided in this Agreement, the Parties shall each bear their own direct and indirect costs and expenses incurred in connection with the negotiation, preparation and completion of this Agreement.

The Buyer shall pay stamp duties arising in connection with one original executed copy of this Agreement (and provide evidence to the Sellers’ Representative of due payment thereof) and the MN Sellers shall pay stamp duties arising in connection with the second original executed copy of this Agreement (and provide evidence to the Buyer’s Representative of due payment thereof).

Any amount payable by any Party shall be made in full without any set-off or counter-claim and free from any deduction or withholding whatsoever, except as required by applicable law.

RESTRICTIVE COVENANTS AND USE OF MN NAME

Restrictive Covenants

Each of the Sellers severally covenants with the Buyer that it shall not, and shall procure that its Affiliates shall not, at any time during the period of three years beginning with the Completion Date:

in Turkey, carry on or be employed, engaged or interested in any business which (A) manufactures, markets or sells any products which MN manufactures, markets or sells as of the Completion Date or any products which are listed in the Business Plan as products which MN intends to manufacture, market or sell or which are substantially similar to such products, (B) would otherwise be in competition with any part of the existing business of MN as at Completion, or (C) (x) manufactures, markets or sells any pharmaceutical products and (y) uses in the course of such business the words “Mustafa Nevzat” or anything which is reasonably likely to be confused with such words (any such business, a “Competing Business”), provided that the foregoing shall not prevent Ak Kimya from carrying on the Permitted Business or the use by the Sellers of the “Mustafa Nevzat” name in connection with the “Mustafa Nevzat Eczac1l1k T1p ve Kültür Evi (Istanbul)”, the “Mustafa Nevzat Pharmaceutical Awards” and the distribution of calendars bearing the “Mustafa Nevzat” name;

(A) deal with or seek the custom of any person that is, or was within the previous 12 months, a material client or customer of MN other than the Republic of Turkey or (B) solicit or endeavour to entice away from MN any material supplier who supplies or has supplied within the 12 months, goods or services to MN, in each case if such dealing, seeking custom, solicitation or enticement causes or would be reasonably likely to cause such client, customer or supplier to cease buying from or supplying to, or materially reduce its acquisition from or its supply to, as applicable, MN of goods or services; or

offer employment to, enter into a contract for the services of, or attempt to entice away from MN, any individual who is at the time of the offer or attempt, employed or directly or indirectly engaged in an executive or managerial position with MN; provided that this shall not restrict any of the Sellers from carrying out or engaging in non-targeted employee searches or hiring any employee in response to a bona fide advertisement publicised generally without any direct or indirect solicitation by any Seller or its Affiliates.

Use of MN Name

The Buyer covenants with the Sellers that:

it will not, and will procure that each of its Affiliates (including MN and S1hhat) will not, at any time after the 12 month anniversary of Completion, use in the course of any business the words “Mustafa Nevzat” or anything which is reasonably likely to be confused with such words (it being understood that, so

long as the Buyer has (or has procured that MN and S1hhat have) promptly taken all steps required to effect the foregoing in such timeframe, the Buyer shall not be deemed to be in breach of this provision if, for reasons outside of its (or their) control (including any delays or inactions of any Governmental Authority), the aforementioned persons are unable to so cease using those words within such timeframe, in which case they shall use those words only as and to the extent required and shall cease using those words as soon as possible thereafter) provided that the Buyer and its Affiliates shall be entitled to use in the course of their business the “Mustafa Nevzat” logo at any time until the date falling 36 months after Completion;

without prejudice to Clause 14.2(a)(i), it will procure that, prior to the 12 month anniversary of Completion, each trade or service mark, business, or domain name, or design which includes the words “Mustafa Nevzat” or anything which is, in the reasonable opinion of the Sellers, capable of confusion with such words, mark, name or design shall be unconditionally and irrevocably assigned to such persons as may be designated by the Sellers’ Representative no later than nine months following the Completion (it being understood that, so long as the Buyer has (or has procured that MN has) promptly taken all steps required to effect the foregoing in such timeframe, the Buyer shall not be deemed to be in breach of this provision if, for reasons outside of its (or MN’s) control (including any delays or inactions of any Governmental Authority), the assignments have not been unconditionally and irrevocably made to the relevant assignees within such timeframe, in which case they shall be so assigned as soon as possible thereafter); and

without prejudice to Clauses 14.2(a)(i) and (b), it will procure that, prior to the 36 month anniversary of Completion, the “Mustafa Nevzat” logo or anything which is, in the reasonable opinion of the Sellers, capable of confusion with such logo shall be unconditionally and irrevocably assigned to such persons as may be designated by the Sellers’ Representative no later than 33 months following the Completion (it being understood that, so long as the Buyer has (or has procured that MN has) promptly taken all steps required to effect the foregoing in such timeframe, the Buyer shall not be deemed to be in breach of this provision if, for reasons outside of its (or MN’s) control (including any delays or inactions of any Governmental Authority), the assignments have not been unconditionally and irrevocably made to the relevant assignees within such timeframe, in which case they shall be so assigned as soon as possible thereafter).

Nothing in this Clause 14.2 shall at any time limit or restrict the Buyer or its Affiliates from making reasonable historical reference to the words “Mustafa Nevzat” and the MN Trademarks in any promotional materials, financial statements or other publications.

MISCELLANEOUS

Notices

All notices and other communications required or permitted hereunder will be in writing to the other Party at the address specified below:

If to the Buyer or to Amgen Worldwide, to:

If to the Sellers, to:

For purposes of this Agreement and the transaction contemplated hereunder, any notice or waivers to be given to or by the Sellers shall be considered given if such notice is given to or by, as the case may be, the Sellers’ Representative who is hereby unconditionally appointed and designated as the representative (vekil) of the Sellers with authority to make all decisions and determinations and to take all actions required or permitted hereunder on behalf of any and all the Sellers pursuant to this Agreement. The initial Sellers’ Representative shall be İbrahim Mustafa İskender Pisak, who is granted a proxy as attached hereto as SCHEDULE 7. The Sellers shall ensure that (i) an individual is appointed as Sellers’ Representative at all times, (ii) such individual is granted a proxy in the form as attached hereto as SCHEDULE 7, and (iii) shall procure that the Buyer is promptly notified in writing of any replacement or successor and provided with a copy of the proxy granted to such replacement or successor.

Each Seller, for itself and its successors and assigns, together with, in the case of any Seller who is an individual, his heirs and personal representatives, hereby unconditionally appoints the Sellers’ Representative as its attorney (with full power of substitution) (vekil) to perform any action described above in the foregoing provisions of this Clause 15.1, and each Seller agrees:

that such power of attorney is given by way of security to secure the performance of the obligations of the Sellers pursuant to this Clause 15.1 and shall survive the death, incapacity, liquidation, dissolution or other termination of a Seller;

to ratify and confirm whatever the Sellers’ Representative does or purports to do in good faith in the exercise of any power conferred on it by such power of attorney; and

that neither the Buyer nor any of its Affiliates shall under any circumstances be liable for any acts or omissions of the Sellers’ Representative and that the Sellers shall have no right to claim against the Buyer or any of its Affiliates for anything done or omitted to be done in reliance on any acts or representations by the Sellers’ Representative in each case unless and until the revocation of the Sellers’ Representative’s authority is duly notified to the Buyer pursuant to Clause 15.1(b).

All actions, decisions and instructions of the Sellers’ Representative taken, made or given pursuant to the authority granted to the Sellers’ Representative pursuant to this Clause 15.1 may be made in its sole discretion and shall be final, conclusive and binding upon any and all of the Sellers and the Buyer shall be entitled to rely on the exercise of the powers and authorities conferred on the Sellers’ Representative as if each Seller is exercising such powers and authorities. The power and authority of the Sellers’

Representative, as described in this Agreement shall continue in full force until all rights and obligations of the Sellers under this Agreement shall have terminated, expired or been fully performed.

Assignment, Successors and Assigns

Except as expressly provided in Sub-clause (b) below, none of the Parties may assign, transfer or pledge any of its rights or duties hereunder without the prior written consent of the other Parties. Any assignment made in violation of the foregoing provisions shall be void. Subject to the preceding provisions of this Clause 15.2, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

The Buyer may, on notice to the Sellers, assign or transfer all or part of its rights and obligations under this Agreement to an Affiliate provided that the Buyer shall remain jointly and severally liable with the assignee to the satisfaction of the Sellers for the compliance with any of the obligations, or discharge of the liabilities assigned to or assumed by the assignee and as further and separate obligations:

the Buyer shall unconditionally and irrevocably guarantee to the Sellers such compliance and discharge and the Buyer shall undertake to ensure that the assignee will comply with such obligations and discharge such liabilities when due and in the manner contemplated by this Agreement; and

without prejudice to Clause 15.2(b)(i), the Buyer shall unconditionally and irrevocably indemnify and keep indemnified the Sellers from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Sellers and arising from failure of the assignee to comply with any of the obligations, or discharge any of the liabilities assigned to or assumed by it, or through any of the assignee’s obligations guaranteed by the Buyer becoming unenforceable, invalid or illegal on any grounds.

Notwithstanding any other provisions of this Agreement, each Seller (other than the Corporate Warrantors) shall, on notice to the Buyer, be entitled between the Signing Date and prior to the date that is four Business Days prior to the Completion Date, to transfer its Sale Shares together with its rights and obligations under this Agreement to any other Seller in which case, for the avoidance of doubt, such Sale Shares shall be sold and transferred by the transferee Seller to the Buyer at Completion together with all other Sale Shares.

Further Assurances

Waiver

Entire Agreement

Amendments

No Third Party Beneficiaries

Applicable Law and Jurisdiction

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Turkey.

Any and all disputes, controversies and claims arising out of or relating to this Agreement, or with respect to the construction or interpretation of this Agreement, or concerning the respective rights or obligations hereunder of the Parties hereto and their respective successors and permitted assigns, whether by operation of law or otherwise shall be referred upon the application of any Party to and finally resolved by arbitration.

The arbitration proceedings shall be conducted in Zurich, Switzerland in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (the “Rules”), which Rules are deemed to be incorporated by reference into this Clause 15.8, before a three person panel of arbitrators. The language of the arbitral proceedings shall be in English with Turkish translation.

The claimant(s), irrespective of the number, shall appoint one arbitrator, the respondent(s), irrespective of the number, shall appoint the second arbitrator within 25 Business Days of service of the notice of demand for arbitration, and the third arbitrator, who shall also act as chairman of the panel, shall be appointed by the Secretary General of the International Court of Arbitration of the International Chamber of Commerce if the first two arbitrators cannot agree on the third arbitrator within 30 days after the appointment of the second arbitrator.

The arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief, whether interim and/or final, and specific performance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

Any arbitration award shall be final and binding upon the Parties. Judgment on an arbitration award may be entered and enforced in any court of competent jurisdiction inside or outside of Turkey. The Parties hereby unconditionally and irrevocably waive their right to initiate legal action for the cancellation of arbitral awards.

The service of any demand, notice, process, motion or other document in connection with any arbitration or related court action or proceeding shall be effectuated by personal service upon the Buyer or the Sellers (as the case may be) to be served at their addresses herein provided (and such service shall be deemed to have occurred at the time of delivery).

The Parties hereby agree that any legal proceedings may be served on them by delivering a copy of such proceedings to them at their respective addresses set out in this Agreement.

Execution and Effectiveness

This Agreement has been executed by the duly authorized representatives of the Parties as of the date first above written in two original copies. A signature to this Agreement delivered by facsimile or PDF will be sufficient for all purposes between the Parties.

This Agreement shall only be binding on each Party once it has been signed by all Parties on the same original copy.

The Buyer and Amgen Worldwide, by the execution of this Agreement, authorize Robert C. Sexton (or his designee) individually to initial each and every page of this Agreement, the Disclosure Letter and Updated Disclosure Letter together with all Schedules, Exhibits and Appendices and any side letters related to or arising under this Agreement. Each Seller, by the execution of this Agreement, authorizes İbrahim Mustafa İskender Pisak (or his designee) individually to initial each and every page of this Agreement, the Disclosure Letter and Updated Disclosure Letter together with all Schedules, Exhibits and Appendices and any side letters related to or arising under this Agreement. The initials of such individuals shall not impose upon them any personal liability whatsoever.

Severability

DEFINITIONS

where applicable, any other person: (i) that directly or indirectly (through one or more intermediaries or, in the case of the Sellers, through or together with other Sellers) controls, or is controlled by, or is under common control with, such first mentioned person; or (ii) that beneficially owns, holds or controls more than 50% of the equity interest in the first mentioned persons; and

in the case of a person that is an individual, (i) such person’s spouse, child (including by adoption), relative by blood or marriage to the first degree, (ii) a trust or partnership for the benefit of one or more of such persons and/or any individuals falling within (i), or whereby any benefit may be conferred on any such individuals, or the estate, administrator, legal representatives or beneficiaries of any thereof, and (iii) any body corporate which such person and/or any individuals falling within (i) control or in which any such individuals beneficially own, hold or control, in the aggregate, at least 50% of the equity interest.

the principal amount of all indebtedness for borrowed money (including the principal amount under the debt facilities listed in the Disclosure Letter, whether or not evidenced by a promissory note or other certificate, owed by MN or S1hhat to any person; and

the principal amount of indebtedness of MN or S1hhat evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security; and

all leases of MN or S1hhat classified under IFRS as finance leases; and

accrued interest and prepaid interest on any indebtedness, obligation, claim or liability described in clauses (a) through (c) above; and

the amount of all letters of guarantees provided by MN to any Taxation Authority, supplier or service provider of MN or, in respect of any litigation or dispute, to any person.

the payment to any Sellers or any of their Affiliates of any sum by MN whether by way of distribution, dividend, return of capital (whether by cancellation, repayment, or reduction of capital or redemption or purchase of shares or other securities) or otherwise;

any payment or transfer of any asset by MN to any Sellers or any of their Affiliates;

the indemnification or incurring of any liability by MN for the benefit of any Sellers or any of their Affiliates;

the release or waiver by MN of sums due to MN by any Sellers or any of their Affiliates;

the payment of any benefits, costs, bonuses, or other sums by MN to any Sellers or any of their Affiliates or to any director, officer, consultant or employee of any member of the Target Group;

the payment by MN of any costs relating to the transactions contemplated by this Agreement and/or to any alternative to such transactions;

the entry into by MN of any transactions outside the ordinary course of business;

any agreement to do any of the foregoing; and

any Taxation paid or that will become payable by MN to the extent attributable to any of the foregoing,

limits the ability of MN to engage in any material line of business or to compete with any person in respect of any material business; or

involves a shareholder arrangement or joint venture or consortium between MN and any other person or under which MN is to participate with any other person in any business (other than pursuant to the terms of this Agreement) or share any income;

contains any restriction on the payment by MN of dividends or other distributions;

(A) involves or is likely to involve the payment by or to MN of more than USD 1,500,000, (B) was entered into outside the ordinary course of business or (C) has a residual term of more than one year and cannot be terminated by MN without penalty to it on six months’ or less notice;

is a material licence, supply, manufacturing, research and development or cooperation agreement or other agreement relating to Intellectual Property entered into by MN (or under which such party obtains any benefit or is bound) which is material to the business of MN in the manner presently carried on;

is a loan agreement or other finance or facility agreement, including the Shareholder Loans, pursuant to which MN has outstanding borrowings of more than USD 500,000, or is a security document relating to such;

relates to the issuance or repurchase of shares or other equity interests or in respect of registration rights, pre-emptive rights, rights of first refusal, transfer rights or restrictions, voting rights or other rights of share or other equity holders of any of MN;

is an agreement to which MN is party (or by which it is bound) with a Material MN Supplier or a Material MN Customer;

contracts out to a third party all or a material part of the management of any of MN; or

is an agreement to which MN is party which contains any provision whereby the continuance of such agreement upon and subject to its terms and conditions will, or upon the discretion of a party other than MN may, cease or be subject to amendment upon the

change of control of MN as a result of the consummation of the transactions contemplated in this Agreement, and which is material to the business of MN in the manner presently carried on.

INTERPRETATION

Unless the context otherwise requires, as used in this Agreement:

a “subsidiary” of a person shall be construed as a reference to any person:

which is controlled, directly or indirectly, by the first-mentioned person;

more than half the issued share capital of which is beneficially owned by the first-mentioned person; or

which is a subsidiary of another subsidiary of the first-mentioned person;

a “person” includes a reference to an individual or a body corporate, association or partnership, as well as to that person’s successors;

“including” means “including, without limitation”;

words in the singular include the plural;

words in the plural include the singular;

words applicable to one gender shall be construed to apply to each gender;

the terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules hereto;

the terms “Clause” and “Schedule” shall refer to the specified Clause or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant Paragraph of a specified Schedule;

any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding email);

a reference to a “law” is a reference to any statute, law, regulation, ordinance, rule, decree, directive, binding guideline, binding policy, other similar form of decision of, determination by or any interpretation or administration of any of the foregoing by, any Governmental Authority;

references to any law include a reference to that law as amended, consolidated or replaced from time to time (whether before or after the Signing Date) and include any subordinate legislation made under the relevant law;

references to any English legal term for any action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

the expressions “ordinary course of business” or “business in the ordinary course” mean the ordinary and usual course of business of the relevant entity, consistent (including nature and scope) with its prior practice;

the expression “disclosed” has the meaning set out in Clause 8.3(g);

the expression “developed or commercialised” shall mean any research, development (including studies and clinical trials and making of regulatory applications), importation or acquisition of raw materials and inputs, manufacture, storage, packaging, transportation, testing, marketing, promotion, distribution, sales, support, post-marketing surveillance, adverse event reporting, recall, return processing or activity with respect to any product whether by or on behalf of MN;

“$”, “USD” or “Dollar” is a reference to United States Dollars, the lawful currency of the United States of America; “TL” is a reference to Turkish Lira, the lawful currency of Turkey; and “EUR” is a reference to the euro, the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957) as amended from time to time;

“Turkey” is a reference to the Republic of Turkey;

references to “contract” and “agreement” include any arrangement, obligation, understanding or commitment;

references to “shares” in a person include a reference to the shares, membership interests or other equity interests in such person and references to “shareholders” shall be construed accordingly; and

references to a document in the “agreed terms” means in the form agreed between the Buyer and the Sellers’ Representative and signed by or on behalf of each of the Buyer and the Sellers’ Representative (or their respective legal advisors) for the purposes of identification.

Any agreement or other document shall be construed as a reference to that agreement or document as the same may have been, or may from time to time be, amended or supplemented.

The table of contents and titles and headings to Clauses and Paragraphs are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

The Schedules attached to this Agreement are incorporated herein by reference and are a part hereof for all purposes.

The governing language of this Agreement shall be the English language. Except as otherwise required by applicable law, all notices and correspondence required under this Agreement shall be in the English language.

Unless otherwise expressly provided (including in Clause 8.3), the obligations and liabilities of the Sellers under this Agreement are several and not joint or joint and several.

Where applicable, in calculating the USD equivalent of amounts in TL for the purposes of this Agreement, the Parties shall apply the prevailing exchange rate applicable to that amount of the currency being converted by reference to middle-market rates quoted by the Central Bank of the Republic of Turkey at the opening of business in Istanbul, Turkey: (i) three Business Days prior to the date on which the amount is payable hereunder; or (ii) (if different) the date on which the conversion is stated to occur.

Authority of Sellers

Each legal entity Seller is a company duly incorporated and validly existing under the laws of Turkey. Each Seller has full power and authority to enter into and perform this Agreement and all other documents executed by such Seller which are to be delivered on or prior to Completion or after Completion as contemplated under this Agreement (together, the “Sellers’ Documents”), each of which constitutes (when executed) legal, valid and binding obligations of each Seller in accordance with their respective terms.

In relation to each Seller, the execution, delivery and performance by it of the Sellers’ Documents will not result in a breach of or constitute a default under: (i) any provision of the articles of association (or equivalent document) of such Seller that is a legal entity or (in the case of the S1hhat Sellers) S1hhat, or (in the case of the MN Sellers) MN; (ii) any order, judgment or decree of any court or Governmental Authority by which such Seller or, so far as such Seller is aware (in the case of the S1hhat Sellers) S1hhat is bound or (in the case of the MN Sellers) MN is bound; or (iii) any agreement or instrument to which it is a party or by which it is bound or, so far as such Seller is aware (in the case of the S1hhat Sellers) S1hhat is bound or (in the case of the MN Sellers) MN is bound.

None of the Sellers or, (in the case of the S1hhat Sellers) S1hhat or (in the case of the MN Sellers) MN, is or will be required to give any notice to or make any filing with or obtain any permit, consent, waiver or other authorisation from any Governmental Authority or any other person in connection with the execution, delivery and performance of the Sellers’ Documents, except where any failure to do so would not have a Material Adverse Effect on any member of the Target Group and would not prevent the Parties from consummating the transactions contemplated by this Agreement.

None of the Sellers is insolvent or unable to pay its debts under the insolvency laws of any jurisdiction applicable to it, and none of the Sellers has stopped paying debts as they fall due. No order has been made, petition presented or resolution passed for the winding up of any Seller. No administrator or any receiver, manager or custodian (yasi) has been appointed by any person in respect of any Seller or all or any of its assets.

Ownership of the MN Sale Shares; Capitalization

Each MN Seller holds of record and legally and beneficially owns the MN Sale Shares set opposite its name in Part 3 of SCHEDULE 1, free and clear of any Encumbrances. The MN Sale Shares are represented by bearer share certificates.

No person is entitled to any Encumbrance with respect to any of the MN Sale Shares.

The MN Sale Shares (i) represent 93.126% of the issued share capital of MN, have been properly and validly issued and allotted and are each fully paid, and (ii) comprise 100% of the MN B Shares and more than 50% of each of the MN A Shares and MN C Shares.

There are no agreements or commitments outstanding which call for the issue of any shares or debentures in or other securities of MN or accord to any person the right to call for the issue of, or restrict the transfer of, any such shares, debentures or other securities. None of the MN Sellers or MN has either issued any profit sharing certificates or founder shares (kurucu intifa senetleri) granted any other rights to share in its respective profits, nor granted any other rights to third parties entitling such third parties to share in the profits of MN.

Corporate Structure

The particulars of MN set out in Parts 1(a) and 2 of SCHEDULE 1 are accurate in all respects.

MN holds of record and legally and beneficially owns 0.03% of the issued share capital of S1hhat free and clear of any Encumbrances and no person is entitled to any Encumbrance with respect to any such shares.

MN has no interest in any person, other than its interests in the share capital of S1hhat specified in paragraph 3.2 above.

MN does not act or carry on business in partnership or in a joint venture with any other person.

Constitutional and Corporate Matters

MN has been duly incorporated and registered and validly exists under the laws of Turkey.

The copy of the articles of association of MN, which has been set out in the Data Room, is complete, accurate and up-to-date.

Contracts

So far as the MN Sellers are aware:

True and accurate copies of all Material Contracts to which MN is a party have been placed in the Data Room.

Each of the Material Contracts to which MN is a party is in full force and effect. Neither MN nor any other party is in breach of any such Material

Contract or has been in breach of any such Material Contract in the previous 12 months where such breach has had a material adverse effect on MN. No allegation of any breach or invalidity of any Material Contract been made or received by any MN Seller or MN. No notice of termination of any such Material Contract has been served or received by any MN Seller or MN.

The sale and purchase contemplated by this Agreement will not give any grounds for the rescission, termination, avoidance, amendment or repudiation of any Material Contract.

The top 10 suppliers to MN (by expenditure (exclusive of VAT) for the year ended 31 December 2011) (the “Material MN Suppliers”) and the top 10 distributors (by sales value (exclusive of VAT) for the year ended 31 December 2011) (the “Material MN Customers”), are those listed in the Disclosure Letter. No Material MN Customer or Material MN Supplier has during the previous 12 months ceased or made any substantial change to the terms on which it trades with MN, nor so far as the MN Sellers are aware, has any Material MN Customer or Material MN Supplier indicated in writing an intention to cease trading with MN.

All representations and certifications executed, acknowledged or set forth in or pertaining to any Government Contract to which MN is a party were current, accurate and complete in all material respects as of their effective date and have been updated as required by applicable law to reflect any material change in circumstances affecting the subject matter thereof, and MN has complied in all material respects with all such representations and certifications.

Save as disclosed on the face of the Accounts, at the Signing Date there is not outstanding any guarantee, indemnity, suretyship or comfort (whether legally binding or not) given by or for the benefit of MN.

So far as the MN Sellers are aware, MN has not given any power of attorney or other authority which is still outstanding and effective to any person to enter into any contract or commitment on its behalf other than to its employees, professional advisers and other service providers to enter into routine transactions in the ordinary course of business.

Compliance

MN has not in the previous five years (i) done or omitted to do anything which is a contravention of any law or Permit of MN which could be reasonably expected to result in (i) the imposition of any material fine, material penalty or other material liability or sanction on MN, or (ii) the debarment, disqualification or any other exclusion of MN by any Governmental Authority with authority over MN; nor (iii) paid or received from any Governmental Authority any claim or demand

to pay, any fine or penalty, and no such claim or demand is threatened in writing or is pending, nor has there been any investigation, allegation or inquiry regarding a violation or potential violation of any applicable anticorruption or anti-bribery laws or regulations to which MN may be subject.

MN has maintained all books, records and information in each case in all material respects and as required by, and for the time period prescribed by, applicable law.

MN has all necessary and material Permits (including marketing authorizations for all Products which MN is currently marketing), for the carrying on of its business substantially in the manner in which the business has been carried on in the previous 12 months, and all such material Permits are valid and subsisting, no written notice has been received to suspend and, there is no reason why any of them will be suspended, modified, cancelled, the revocation, renewal, extension or transfer thereof denied.

In the previous five years, neither MN nor any of the distributors, wholesalers, agents or other persons acting on behalf of MN, has:

paid or offered to pay anything of value, directly or indirectly, to a Government Official to obtain or retain business or to secure an improper business advantage;

retained any consultant, agent or representative who has had unlawful dealings with a Government Official;

engaged or employed any director, officer, employee or agent to act on behalf of MN who is a Government Official; or

permitted a Government Official to have a legal or beneficial interest, direct or indirect, in the business of MN.

Neither MN nor any director, officer, managing director or similar person with senior managerial responsibility for MN is a Sanctioned Person. No MN Seller is a Sanctioned Person. MN has not entered into any contract with any Sanctioned Person that is currently in force.

Assets

MN owns, or has the right to use, all of the material assets (real or personal, tangible or intangible) which are both used by MN in the operation of its business and necessary for MN’s operation of its business as currently operated.

To the MN Sellers’ knowledge, all of the Products within the inventory of MN as at the date of this Agreement and as at the Completion Date comply with the specifications in the appropriate Product licenses and Product authorizations and with applicable laws.

All material assets owned or used by MN are in reasonable operating condition and are fit for the use for which they are intended.

MN has a valid title or right to use all premises which it owns, leases or otherwise uses and from or in which it conducts business or operations.

Finance Arrangements

Other than Permitted Encumbrances, no Encumbrance has been given by or entered into by MN in respect of any obligations of it (including in respect of borrowings) or in respect of the indebtedness or obligations of any other person.

Other than as disclosed in the Disclosure Letter, MN has no outstanding loan capital nor has MN incurred or agreed to incur any borrowing over USD 500,000 in value which it has not repaid or satisfied.

MN has not lent or agreed to lend any money in excess of USD 500,000 in the aggregate which has not been repaid to it.

So far as the MN Sellers are aware, no event which is, or which could reasonably be expected to become, an event of default under or result in a material breach of the terms of any Debt of MN, or any Encumbrance in relation thereto, has occurred.

MN has no outstanding guarantee or other contingent liability with respect to any indebtedness or liability of any third party and no Debt of MN is dependent upon the guarantee or security granted by any person other than MN.

Arrangements with Related Parties

Other than the Surviving Related Party Agreements, no indebtedness (actual or contingent) and no contracts are outstanding between MN on one hand and the Sellers and/or any of their respective Affiliates on the other hand, and MN has not guaranteed or agreed to guarantee or provide any security or indemnities in relation to any debt or obligation of any Seller or any of its Affiliates.

None of the Sellers or any of their respective Affiliates is entitled to a claim of any nature against MN and none of the Sellers or any of their respective Affiliates has assigned such right to any other person.

Litigation and Investigations

Neither MN nor any of its directors or officers are (in relation to the business of MN) party to any material litigation, administrative or arbitration proceeding (whether as plaintiff, defendant or otherwise) and, so far as the MN Sellers are aware, no such material litigation, administrative or arbitration proceeding is pending or threatened. For the purposes of this Paragraph 10.1 of this SCHEDULE 3, material means a proceeding, or proceedings arising out of the

same or substantially similar facts, matters or circumstances, where the amount being claimed exceeds in aggregate USD 500,000 (including accrued interest) or where an unfavourable outcome could reasonably be expected to have a Material Adverse Effect on MN.

So far as the MN Sellers are aware, MN is not the subject of any current investigation, enquiry or enforcement proceedings by any Governmental Authority other than routine inspections in the ordinary course of business by Governmental Authorities in the jurisdictions in which MN conducts its business.

MN is not affected by any court judgment or ruling of any arbitral tribunal that could reasonably be expected to have a Material Adverse Effect on MN.

As of the Signing Date, MN is not affected by any published order or published decree of any Governmental Authority or arbitral tribunal that could reasonably be expected to have a Material Adverse Effect on MN.

Products and Product Liability

There are no outstanding material claims or demands by any third party pertaining to the Products sold by MN (including regarding product liability or in which other safety issues have been asserted) which have been notified to MN, and no such proceedings involving a claim in excess of USD 500,000 have been commenced against MN in the previous two years. So far as the MN Sellers are aware, MN has no liability arising out of any injury to individuals or property as a result of the ownership, possession or use of the Products.

In relation to each Product, no notice has been received in the previous two years, or since the date of the last renewal of the relevant marketing authorizations (whichever is the most recent), from any Governmental Authority stating that the Products are defective, unsafe for normal use or fail to meet applicable standards promulgated by any Governmental Authority.

There have been no recalls (whether or not ordered by any Governmental Authority) with respect to the Products in the previous two years.

The list of Pipeline Products set out in SCHEDULE 10 is complete and accurate. With respect to each Pipeline Product, MN has not (i) made any misleading, untrue or fraudulent statement to any Governmental Authority or (ii) failed to disclose a material fact required to be disclosed to any Governmental Authority.

Insurance

Accurate and complete copies of each material insurance policy under which MN is insured are set forth in the Data Room.

With respect to each such insurance policy, so far as the MN Sellers are aware:

such insurance policy is legal, valid, binding and enforceable, and all premiums and other fees due in connection therewith are current and up to date;

MN is not and no other party thereto is in breach or default, or has repudiated the respective insurance policy; and

MN is eligible to make claims under the respective insurance policy as contemplated by the respective insurance policy.

No insurance claim which is expected to exceed USD 500,000 is outstanding with respect to MN and so far as the MN Sellers are aware, no circumstances exist which could give rise to any such claim.

Insolvency

MN is not insolvent or unable to pay its debts under the laws of Turkey and has not stopped paying its debts as they fall due. MN is not in technical bankruptcy as provided in Article 324 of the Turkish Commercial Code.

No order has been made or, so far as the MN Sellers are aware, proceeding initiated for the winding up, insolvency, liquidation or bankruptcy of MN and, so far as the MN Sellers are aware, no such order or proceeding has been threatened. No composition or similar arrangement with any creditors, nor any moratorium in respect of any creditor claims, has been proposed in respect of MN or has been effected in the previous 12 months.

Accounts

True, correct and complete copies of the Accounts, the Statutory Accounts and of the Management Accounts are appended to the Disclosure Letter.

The Accounts have been prepared in accordance with IFRS consistently applied, on a basis consistent with those adopted in preparing the audited accounts for the previous financial period of MN.

The Statutory Accounts:

have been prepared in accordance with the Turkish Uniform Chart of Accounts and the Turkish Commercial Code consistently applied, on the same basis and in accordance with the same accounting principles, practices and methodologies, consistently applied, as statutory accounts for the previous two years, and have been certified by a chartered accountant (yeminli mali müşavir); and

present accurately in all material respects the assets, liabilities and state of affairs of MN as at the date to which they are made up and the profits or losses for the financial period to which they relate.

The Management Accounts:

have been prepared in accordance with Turkish GAAP as applied as at the date to which they were made up, and on the same basis and in accordance with the same accounting principles, practices and methodologies, consistently applied, as unaudited management accounts for the previous year; and

do not materially misstate the financial position, financial performance or cash flows of MN as at the date to which they were made up, or the profits or losses for the accounting periods to which they relate, except for any adjustments required by applicable laws at the end of each year.

So far as the MN Sellers are aware, no notice or allegation that any of the accounting records is incorrect or should be rectified has been received by MN from any Governmental Authority on or before the Signing Date. The accounting records of MN are in its possession or under its control.

Events since the Accounts Date

the business of MN has been conducted in the ordinary course consistent with past practice and so as to maintain its business as a going concern;

no resolution of the shareholders or any class of shareholders of MN, has been passed, other than the resolutions passed at the annual shareholders’ meeting of MN on 23 March 2012;

nothing has occurred which has had a Material Adverse Effect on MN; and

so far as the MN Sellers are aware, no asset material to MN has been acquired or disposed of nor has there been any agreement to acquire or dispose of any such asset.

Taxation