EXHIBIT 4.5(C)
[▇▇▇▇▇▇▇▇ CHANCE LOGO] LIMITED LIABILITY PARTNERSHIP
EXECUTION COPY
MAY 2004
VERNALIS DEVELOPMENT LIMITED
AS COMPANY
IN FAVOUR OF
ELAN PHARMA INTERNATIONAL LIMITED
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FLOATING CHARGE
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CONTENTS
CLAUSE PAGE
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1. Definitions and Interpretation........................................ 2
2. Floating Charge....................................................... 4
3. Crystallisation of Floating Charge.................................... 4
4. Further Assurance..................................................... 4
5. Negative Pledge....................................................... 5
6. Information and Access................................................ 5
7. Monetary Claims: After Enforcement Event.............................. 5
8. Enforcement of Security............................................... 5
9. Extension and Variation of the Law of Property Act 1925............... 6
10. Appointment of Receiver or Administrator.............................. 6
11. Powers of Receiver.................................................... 7
12. Application of Moneys................................................. 8
13. Protection of Purchasers.............................................. 8
14. Power of Attorney..................................................... 8
15. Effectiveness of Security............................................. 9
16. Release of Security................................................... 10
17. Set-Off............................................................... 10
18. Subsequent Security Interests......................................... 10
19. Currency.............................................................. 11
20. Assignment............................................................ 11
21. Expenses, Stamp Taxes and Indemnity................................... 11
22. Payments Free of Deduction............................................ 11
23. Discretion and Delegation............................................. 12
24. Notices............................................................... 12
25. Governing Law......................................................... 12
26. Jurisdiction.......................................................... 12
27. Counterparts.......................................................... 12
THIS FLOATING CHARGE is made on May 2004
BY
(1) VERNALIS DEVELOPMENT LIMITED, a company incorporated in England and
Wales (registered no. 02600483), whose registered office is at Oakdene
Court, 613 Reading Road, Winnersh, Berkshire RE41 5UA (the "COMPANY") in
favour of
(2) ELAN PHARMA INTERNATIONAL LIMITED a company incorporated in Ireland
(registered no. 222276), whose registered office is at WIL House,
▇▇▇▇▇▇▇ Business ▇▇▇▇, ▇▇▇▇▇▇▇, County Clare, Ireland (the "EPIL").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
Terms defined in the Sale and Purchase Agreement shall, unless otherwise
defined in this Floating Charge, have the same meaning when used in this
Floating Charge and in addition:
"CHARGED PROPERTY" means all the assets and undertaking of the Company
which from time to time are the subject of the security created or
expressed to be created in favour of EPIL by or pursuant to this
Floating Charge.
"COLLATERAL RIGHTS" means all rights, powers and remedies of EPIL
provided by or pursuant to this Floating Charge or by law.
"DEFAULT" means any failure by the Company to comply with any of its
obligations under clause 5 (except sub-clause 5.2) of the Sale and
Purchase Agreement and (except in relation to sub-clause 5.8 of the Sale
and Purchase Agreement) such failure is not remedied within 30 days of
the due date for performance of such obligation .
"ENFORCEMENT EVENT" means any of the following events:
(a) the occurrence of a Default;
(b) breach by the Company of any provision of this Floating Charge;
(c) the presentation of a petition or application for the making of
an administration order in relation to the Company;
(d) any person who is entitled to do so giving written notice of its
intention to appoint an administrator of the Company or filing
such a notice with the court;
(e) either the Company or Vernalis plc passes a resolution for its
winding up or a court of competent jurisdiction makes an order
for the Company's or Vernalis plc's winding up or dissolution;
(f) an administrator of the Company or Vernalis plc is appointed, or
a receiver is appointed over, or an encumbrancer takes
possession of or sells, an asset of the Company or Vernalis plc
other than pursuant to this Floating Charge; or
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(g) either the Company or Vernalis plc makes an arrangement or
composition with its creditors generally or makes an application
to a court of competent jurisdiction for protection from its
creditors generally.
"INTELLECTUAL PROPERTY" means any patents, trade marks, service marks,
designs, business names, copyrights, design rights, moral rights,
inventions, confidential information, knowhow and other intellectual
property rights and interests, whether registered or unregistered, the
benefit of all applications and rights to use such assets.
"MONETARY CLAIMS" means any book and other debts and monetary claims
relating to the Product from or in relation to the Territory owing to
the Company and any proceeds of such debts and claims (including without
limitation, any claims or sums of money deriving from or in relation to
any Intellectual Property, any court order or judgment, any contract or
agreement to which the Company is a party and any other assets,
property, rights or undertaking of the Company in each case in or
relating to the Product).
"RECEIVER" means a receiver or receiver and manager or administrative
receiver of the whole or any part of the Charged Property.
"SALE AND PURCHASE AGREEMENT" means the sale and purchase agreement
dated 29 March 2004 between Elan Corporation, plc, Elan Pharma
International Limited, Elan Pharmaceuticals, Inc., Vernalis Development
Limited and Vernalis plc relating to the termination of the Licence
Agreement and the Development Agreement and the sale and purchase of
certain rights and assets relating to the Product (as defined therein).
"SECURED OBLIGATIONS" means all obligations to be discharged by the
Company under clause 5 of the Sale and Purchase Agreement.
"SECURITY" means a mortgage, charge, pledge, lien assignment,
hypothecation or other security or any other agreement or arrangement
having a similar effect.
1.2 INTERPRETATION
In this Floating Charge:
1.2.1 the rules of interpretation contained in clauses 1.2 and 1.3 of
the Sale and Purchase Agreement shall apply to the construction
of this Floating Charge;
1.2.2 any reference to "EPIL" or the "COMPANY" shall be construed so
as to include its and any subsequent successors and any
permitted transferees in accordance with their respective
interests; and
1.2.3 references in this Floating Charge to any Clause or Schedule
shall be to a clause or schedule contained in this Floating
Charge.
1.3 THIRD PARTY RIGHTS
A person who is not a party to this Floating Charge has no right under
the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Floating Charge.
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2. FLOATING CHARGE
2.1 The Company hereby charges with full title guarantee in favour of EPIL
with the payment and discharge of the Secured Obligations by way of
first floating charge the Monetary Claims.
2.2 Paragraph 14 of Schedule B1 to the Insolvency ▇▇▇ ▇▇▇▇ applies to the
floating charge created pursuant to this Clause 2.
3. CRYSTALLISATION OF FLOATING CHARGE
3.1 CRYSTALLISATION: BY NOTICE
EPIL may at any time by notice in writing to the Company convert the
floating charge created by Clause 2 (Floating Charge) with immediate
effect into a fixed charge as regards the Charged Property if a Default
has occurred and is continuing.
3.2 CRYSTALLISATION: AUTOMATIC
Notwithstanding Clause 3.1 (Crystallisation: By Notice) and without
prejudice to any law which may have a similar effect, the floating
charge will automatically be converted (without notice) with immediate
effect into a fixed charge as regards all the assets subject to the
floating charge if any of the events specified in paragraphs (e), (f) or
(g) of the definition of Enforcement Event occurs.
4. FURTHER ASSURANCE
4.1 FURTHER ASSURANCE: GENERAL
4.1.1 The covenant set out in Section 2(1)(b) of the Law of Property
(Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ shall extend to include the
obligations set out in sub-clause 4.1.2 below.
4.1.2 The Company shall promptly do all such acts or execute all such
documents as EPIL may reasonably specify (and in such form as
EPIL may reasonably require in favour of EPIL or its
nominee(s)):
(a) to perfect the Security created or intended to be
created in respect of the Charged Property or for the
exercise of the Collateral Rights;
(b) to confer on EPIL security over any property and assets
of the Company located in any jurisdiction outside
England and Wales equivalent or similar to the security
intended to be conferred by or pursuant to this Floating
Charge; and/or
(c) to facilitate the realisation of the Charged Property.
4.2 NECESSARY ACTION
The Company shall take all such action as is available to it (including
making all filings and registrations) as may be necessary for the
purpose of the creation, perfection, protection or maintenance of any
Security conferred or intended to be conferred on EPIL by or pursuant to
this Floating Charge.
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4.3 CONSENTS
The Company shall use all reasonable endeavours to obtain (in form and
content reasonably satisfactory to EPIL) as soon as possible any
consents necessary to enable the assets of the Company to be the subject
of an effective floating charge pursuant to Clause 2 (Floating Charge)
and, immediately upon obtaining any such consent, the asset concerned
shall become subject to such security and the Company shall promptly
deliver a copy of each consent to EPIL.
4.4 IMPLIED COVENANTS FOR TITLE
The obligations of the Company under this Floating Charge shall be in
addition to the covenants for title deemed to be included in this
Floating Charge by virtue of Part 1 of the Law of Property
(Miscellaneous Provisions) ▇▇▇ ▇▇▇▇.
5. NEGATIVE PLEDGE
5.1 NEGATIVE PLEDGE
The Company undertakes that it shall not (and it shall ensure that no
Vernalis Group Undertaking shall), at any time during the subsistence of
this Floating Charge, create or permit to subsist any Security over all
or any part of the Charged Property other than Security permitted under
this Floating Charge and the Sale and Purchase Agreement.
6. INFORMATION AND ACCESS
The Company shall from time to time, on request of EPIL, furnish EPIL
with such information as EPIL may reasonably require about the Charged
Property and its compliance with the terms of this Floating Charge and
the Company shall permit EPIL, its representatives, professional
advisers, free access at all reasonable times and on reasonable notice
to inspect and take copies and extracts from the books, accounts and
records of the Company relating to the Charged Property.
7. MONETARY CLAIMS: AFTER ENFORCEMENT EVENT
At any time after the occurrence of an Enforcement Event the Company
shall pay all proceeds of the realisation of any Monetary Claims into a
bank account solely for such purpose in the name of the Company and:
7.1.1 shall ensure that no other monies shall be paid into such
account; and
7.1.2 shall not (except with the prior written consent of EPIL) be
entitled to withdraw or otherwise transfer the proceeds standing
to the credit of such account.
8. ENFORCEMENT OF SECURITY
8.1 ENFORCEMENT
At any time after the occurrence of an Enforcement Event or if the
Company requests EPIL to exercise any of its powers under this Floating
Charge, the security created by or pursuant to this Floating Charge is
immediately enforceable and EPIL may, without notice to the Company or
prior authorisation from any court, in its absolute discretion:
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8.1.1 enforce all or any part of that security (at the times, in the
manner and on the terms it thinks fit) and take possession of
and hold or dispose of all or any part of the Charged
Property; and
8.1.2 whether or not it has appointed a Receiver, exercise all or
any of the powers, authorities and discretions conferred by
the Law of Property ▇▇▇ ▇▇▇▇ (as varied or extended by this
Floating Charge) on mortgagees and by this Floating Charge on
any Receiver or otherwise conferred by law on mortgagees or
Receivers.
8.2 NO LIABILITY AS MORTGAGEE IN POSSESSION
Neither EPIL nor any Receiver shall be liable to account as a mortgagee
in possession in respect of all or any part of the Charged Property or
be liable for any loss upon realisation or for any neglect, default or
omission in connection with the Charged Property to which a mortgagee in
possession might otherwise be liable.
9. EXTENSION AND VARIATION OF THE LAW OF PROPERTY ACT 1925
9.1 EXTENSION OF POWERS
The power of sale or other disposal conferred on EPIL and on any
Receiver by this Floating Charge shall operate as a variation and
extension of the statutory power of sale under Section 101 of the Law of
Property ▇▇▇ ▇▇▇▇ and such power shall arise (and the Secured
Obligations shall be deemed due and payable for that purpose) on
execution of this Floating Charge.
9.2 RESTRICTIONS
The restrictions contained in Sections 93 and 103 of the Law of Property
Act 1925 shall not apply to this Floating Charge or to the exercise by
EPIL of its right to consolidate all or any of the security created by
or pursuant to this Floating Charge with any other security in existence
at any time or to its power of sale, which powers may be exercised by
EPIL without notice to the Company on or at any time after the
occurrence of an Enforcement Event.
10. APPOINTMENT OF RECEIVER OR ADMINISTRATOR
10.1 APPOINTMENT AND REMOVAL
After the occurrence of an Enforcement Event or if requested to do so by
the Company, EPIL may by deed or otherwise (acting through an authorised
officer of EPIL), without prior notice to the Company:
10.1.1 appoint one or more persons to be a Receiver of the whole or any
part of the Charged Property;
10.1.2 remove (so far as it is lawfully able) any Receiver so
appointed;
10.1.3 appoint another person(s) as an additional or replacement
Receiver(s); and
10.1.4 appoint one or more persons to be an administrator of the
Company.
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10.2 CAPACITY OF RECEIVERS
Each person appointed to be a Receiver pursuant to Clause 10.1
(Appointment and Removal) shall be:
10.2.1 entitled to act individually or together with any other person
appointed or substituted as Receiver;
10.2.2 for all purposes shall be deemed to be the agent of the Company
which shall be solely responsible for his acts, defaults and
liabilities and for the payment of his remuneration and no
Receiver shall at any time act as agent for EPIL; and
10.2.3 entitled to remuneration for his services at a rate to be fixed
by EPIL from time to time (without being limited to the maximum
rate specified by the Law of Property Act 1925).
10.3 STATUTORY POWERS OF APPOINTMENT
The powers of appointment of a Receiver shall be in addition to all
statutory and other powers of appointment of EPIL under the Law of
Property Act 1925 (as extended by this Floating Charge) or otherwise and
such powers shall remain exercisable from time to time by EPIL in
respect of any part of the Charged Property.
11. POWERS OF RECEIVER
Every Receiver shall (subject to any restrictions in the instrument
appointing him but notwithstanding any winding-up or dissolution of the
Company) have and be entitled to exercise, in relation to the Charged
Property (and any assets of the Company which, when got in, would be
Charged Property) in respect of which he was appointed, and as varied
and extended by the provisions of this Floating Charge (in the name of
or on behalf of the Company or in his own name and, in each case, at the
cost of the Company):
11.1.1 all the powers conferred by the Law of Property ▇▇▇ ▇▇▇▇ on
mortgagors and on mortgagees in possession and on receivers
appointed under that Act;
11.1.2 all the powers of an administrative receiver set out in Schedule
1 to the Insolvency ▇▇▇ ▇▇▇▇ (whether or not the Receiver is an
administrative receiver);
11.1.3 all the powers and rights of an absolute owner and power to do
or omit to do anything which the Company itself could do or omit
to do; and
11.1.4 the power to do all things (including bringing or defending
proceedings in the name or on behalf of the Company) which seem
to the Receiver to be incidental or conducive to (a) any of the
functions, powers, authorities or discretions conferred on or
vested in him or (b) the exercise of the Collateral Rights
(including the realisation of all or any part of the Charged
Property) or (c) bringing to his hands any assets of the Company
forming part of, or which when got in would be, Charged
Property.
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12. APPLICATION OF MONEYS
All moneys received or recovered by EPIL or any Receiver pursuant to
this Floating Charge or the powers conferred by it shall (subject to the
claims of any person having prior rights thereto and by way of variation
of the provisions of the Law of Property Act 1925) be applied first in
the payment of the costs, charges and expenses incurred and payments
made by the Receiver, the payment of his remuneration and the discharge
of any liabilities incurred by the Receiver in, or incidental to, the
exercise of any of his powers, and thereafter shall be applied by EPIL
(notwithstanding any purported appropriation by the Company) in such
order and manner as EPIL shall think fit:
12.1.1 in or towards the discharge of all or any of the Secured
Obligations which are then due and payable; or
12.1.2 if any of the Secured Obligations are then contingent, in
payment to the credit of any accounts selected by EPIL to be
held until such time as EPIL shall think fit pending their
application in or towards the discharge of all or any of the
Secured Obligations which are at that time due and payable; or
12.1.3 in payment to the credit of any suspense or impersonal account
for so long as EPIL shall think fit pending any further
application of such moneys (as EPIL shall be entitled, but not
obliged, to do in its discretion) in accordance with the
previous provisions of this Clause 12; and
12.1.4 if the Company is under no further actual or contingent
liability under the Sale and Purchase Agreement, in payment of
the surplus to the Company or any other person entitled to it,
whereupon any Receiver previously appointed shall be removed as
provided by law and the charge released in accordance with
Clause 16 below.
13. PROTECTION OF PURCHASERS
13.1 CONSIDERATION
The receipt of EPIL or any Receiver shall be conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged
Property or making any acquisition, EPIL or any Receiver may do so for
such consideration, in such manner and on such terms as it thinks fit.
13.2 PROTECTION OF PURCHASERS
No purchaser or other person dealing with EPIL or any Receiver shall be
bound to inquire whether the right of EPIL or such Receiver to exercise
any of its powers has arisen or become exercisable or be concerned with
any propriety or regularity on the part of EPIL or such Receiver in such
dealings.
14. POWER OF ATTORNEY
14.1 APPOINTMENT AND POWERS
The Company by way of security irrevocably appoints EPIL and any
Receiver severally to be its attorney and in its name, on its behalf and
as its act and deed to execute, deliver and perfect all documents and do
all things which the attorney may consider to be required or desirable
for:
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14.1.1 carrying out any obligation imposed on the Company by this
Floating Charge (including the execution and delivery of any
deeds, charges, assignments or other security and any transfers
of the Charged Property); and
14.1.2 enabling EPIL and any Receiver to exercise, or delegate the
exercise of, any of the rights, powers and authorities conferred
on them by or pursuant to this Floating Charge or by law
(including, after the occurrence of an Enforcement Event, the
exercise of any right of a legal or beneficial owner of the
Charged Property).
14.2 RATIFICATION
The Company shall ratify and confirm all things done and all documents
executed by any attorney in the exercise or purported exercise of all or
any of his powers.
15. EFFECTIVENESS OF SECURITY
15.1 CONTINUING SECURITY
The security created by or pursuant to this Floating Charge shall remain
in full force and effect as a continuing security for the Secured
Obligations unless and until discharged by EPIL.
15.2 CUMULATIVE RIGHTS
The security created by or pursuant to this Floating Charge and the
Collateral Rights shall be cumulative, in addition to and independent of
every other security which EPIL may at any time hold for the Secured
Obligations or any other obligations or any rights, powers and remedies
provided by law. No prior security held by EPIL over the whole or any
part of the Charged Property shall merge into the security constituted
by this Floating Charge.
15.3 NO PREJUDICE
The security created by or pursuant to this Floating Charge and the
Collateral Rights shall not be prejudiced by any unenforceability or
invalidity of any other agreement or document or by any time or
indulgence granted to the Company or any other person or by any other
thing which might otherwise prejudice that security or any Collateral
Right.
15.4 REMEDIES AND WAIVERS
No failure on the part of EPIL to exercise, or any delay on its part in
exercising, any Collateral Right shall operate as a waiver of that
Collateral Right, nor shall any single or partial exercise of any
Collateral Right preclude any further or other exercise of that or any
other Collateral Right.
15.5 NO LIABILITY
None of EPIL, its nominee(s) or any Receiver shall be liable by reason
of (a) taking any action permitted by this Floating Charge or (b) any
neglect or default in connection with the Charged Property or (c) taking
possession of or realising all or any part of the Charged Property,
except in the case of gross negligence or wilful default upon its part.
15.6 PARTIAL INVALIDITY
If, at any time, any provision of this Floating Charge is or becomes
illegal, invalid or unenforceable in any respect under the law of any
jurisdiction, neither the legality,
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validity or enforceability of the remaining provisions of this Floating
Charge nor of such provision under the laws of any other jurisdiction
shall in any way be affected or impaired thereby and, if any part of the
security intended to be created by or pursuant to this Floating Charge
is invalid, unenforceable or ineffective for any reason, that shall not
affect or impair any other part of the security.
16. RELEASE OF SECURITY
16.1 REDEMPTION OF SECURITY
Upon the Secured Obligations being discharged in full EPIL shall, at the
request and cost of the Company, release and cancel the security
constituted by this Floating Charge, in each case subject to Clause 16.2
(Avoidance of Payments) and without recourse to, or any representation
or warranty by, EPIL or any of its nominees.
16.2 AVOIDANCE OF PAYMENTS
If EPIL considers that any amount paid or credited to it is capable of
being avoided or reduced by virtue of any bankruptcy, insolvency,
liquidation or similar laws the liability of the Company under this
Floating Charge and the security constituted hereby shall continue and
such amount shall not be considered to have been irrevocably paid.
16.3 RETENTION OF SECURITY
EPIL may retain this Floating Charge, the security constituted by or
pursuant to this Floating Charge and all documents of title,
certificates and other documents relating to or evidencing ownership of
all or any part of the Charged Property for a period of seven months
after any discharge in full of the Secured Obligations provided that if
at any time during that seven month period a petition or application is
presented for an order for the winding-up of, or the making of an
administration order in respect of, the Company or any person who is
entitled to do so gives written notice of its intention to appoint an
administrator of the Company or files such a notice with the court or
the Company commences to be wound-up voluntarily or any analogous
proceedings are commenced in respect of it, EPIL may continue to retain
such security and such documents for such further period as EPIL may
determine and the security and such documents shall be deemed to have
continued to have been held as security for the Secured Obligations.
17. SET-OFF
The Company authorises EPIL (but EPIL shall not be obliged to exercise
such right), after the occurrence of an Enforcement Event, to set off
against the Secured Obligations any amount or other obligation
(contingent or otherwise) owing by EPIL to the Company and apply any
credit balance to which the Company is entitled on any account with EPIL
in accordance with Clause 12 (Application of Monies) (notwithstanding
any specified maturity of any deposit standing to the credit of any such
account).
18. SUBSEQUENT SECURITY INTERESTS
If EPIL at any time receives or is deemed to have received notice of any
subsequent Security affecting all or any part of the Charged Property or
any assignment or transfer of the Charged Property which is prohibited
by the terms of this Floating Charge, all payments thereafter by or on
behalf of the Company to EPIL shall be treated as having
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been credited to a new account of the Company and not as having been
applied in reduction of the Secured Obligations as at the time when EPIL
received such notice.
19. CURRENCY
For the purpose of or pending the discharge of any of the Secured
Obligations, EPIL may convert any moneys received, recovered or realised
or subject to application by EPIL or any Receiver pursuant to this
Floating Charge from any currency other than US dollars to US dollars
and any such conversion shall be made at EPIL's spot rate of exchange
for the time being for obtaining US dollars with the first currency and
the Secured Obligations shall be discharged only to the extent of the
net proceeds of such conversion received by EPIL.
20. ASSIGNMENT
EPIL may assign and transfer all or any of its rights and obligations
under this Floating Charge to any Elan Group Undertaking and if it does
so and the assignee subsequently ceases to be an Elan Group Undertaking,
EPIL shall procure that the rights under this agreement are reassigned
to EPIL or another Elan Group Undertaking.
21. EXPENSES, STAMP TAXES AND INDEMNITY
21.1 EXPENSES
The Company shall, from time to time on demand of EPIL, reimburse EPIL
for all the costs and expenses (including legal fees) on a full
indemnity basis together with any VAT thereon incurred by it in
connection with the exercise, preservation and/or enforcement of any of
the Collateral Rights or the security contemplated by this Floating
Charge or any proceedings instituted by or against EPIL as a consequence
of taking or holding the security or of enforcing the Collateral Rights
and shall carry interest from the date of such demand until so
reimbursed at the rate and on the basis mentioned in clause 25.5 of the
Sale and Purchase Agreement.
21.2 INDEMNITY
The Company shall, notwithstanding any release or discharge of all or
any part of the security, indemnify EPIL, its agents, attorneys and any
Receiver against any action, proceeding, claims, losses, liabilities and
costs which it may sustain as a consequence of any breach by the Company
of the provisions of this Floating Charge, the exercise or purported
exercise of any of the rights and powers conferred on them by this
Floating Charge or otherwise relating to the Charged Property.
22. PAYMENTS FREE OF DEDUCTION
All payments to be made under this Floating Charge shall be made free
and clear of and without deduction for or on account of tax unless the
Company is required to make such payment subject to the deduction or
withholding of tax, in which case the sum payable by the Company in
respect of which such deduction or withholding is required to be made
shall be increased to the extent necessary to ensure that, after the
making of such deduction or withholding, EPIL receives and retains (free
from any liability in respect of any such deduction or withholding) a
net sum equal to the sum which it would have
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received and so retained had no such deduction or withholding been made
or required to be made.
23. DISCRETION AND DELEGATION
23.1 DISCRETION
Any liberty or power which may be exercised or any determination which
may be made under this Floating Charge by EPIL or any Receiver may be
exercised or made in its absolute and unfettered discretion without any
obligation to give reasons.
23.2 DELEGATION
Each of EPIL and any Receiver shall have full power to delegate (either
generally or specifically) the powers, authorities and discretions
conferred on it by this Floating Charge (including the power of
attorney) on such terms and conditions as it shall see fit which
delegation shall not preclude either the subsequent exercise, any
subsequent delegation or any revocation of such power, authority or
discretion by EPIL or the Receiver itself.
24. NOTICES
Clause 28 (Notices) of the Sale and Purchase Agreement is incorporated
mutatis mutandis into this Floating Charge as if set out herein in full.
25. GOVERNING LAW
This Floating Charge is governed by English law.
26. JURISDICTION
Sub-clauses 29.2, 29.3 and 29.4 of the Sale and Purchase Agreement are
incorporated mutatis mutandis in to this Floating Charge as if set out
herein in full.
27. COUNTERPARTS
This Floating Charge may be executed in any number of counterparts each
of which when executed and delivered is an original and all of which
together evidence the same Floating Charge.
THIS FLOATING CHARGE has been signed on behalf of EPIL and executed as a deed by
the Company and is delivered by it on the date specified above.
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THE COMPANY
EXECUTED as a DEED
By VERNALIS DEVELOPMENT LIMITED
______________________ Director
______________________ Director/Secretary
Address:
Fax:
EPIL
ELAN PHARMA INTERNATIONAL LIMITED
By:
Address:
Fax:
Attention:
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