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`Coalition V. Biogen
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`Page 1 of 39
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`Page 1 of 39
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`Stock Purchase Agreement Fumapharm
`
`Page 5
`
`and binding. After the closing of the present AGREEMENT, subject to the provisions of
`Section VI of the AGREEMENT, this part of the Purchase Price cannot, under any title, be
`raised or lowered any more due to the business performance of the COMPANTES or the cle-
`Veloping of STUDIES.
`
`As well as the First part of the share purchase price of US$ 220’00O’0OO (United States Dolw
`lars two hundred and twenty million) the BUYER. shall pay the SELLERS the second part of
`the share purchase price of US$ lS’(lO0’00O (United States Dollars fifteen million) by means
`of a bank wire transfer to the bank account mentioned in Clause 7.1 within thirty (30) days
`on reaching the first APPROVAL for MS by a REGULATORY AUTHORITY in the EU or
`US A.
`
`Upon achieving the following accumulated SALES REVENUES OF FU3/IAPHARM
`PRODUCTS, further parts of the share purchase price will be paid to the SELLERS accord-
`ing to the following schedule (in addition to the payments in Clause 7.1 and 7.2):
`
`Page 5 of 39
`
`
`
`Page 6 of 39
`
`Page 6 of 39
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`
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`Page 7 of 39
`
`Page 7 of 39
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`T.\' \\/l'[‘_\‘ESS WH1£REOF, the P:\RTlL€.S hereto 112'.v<.- c.uused lhc [H‘(;:?.Cl][ .-\GREE.\*1E_\."].' to be (,‘-_‘\’.c‘i-
`curcci by them or lhcil‘ duly ;1u1h(:ri2cd cpx'esentati\-rs as czftinc day and year SCI forth below
`
`Zurich, T\.-'Tn_y 26. T.’.O0(>
`
`The SELLERS:
`
`The BUYER:
`Biogen Idec _\-‘IA Inc
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`Page 33 of 39
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`POWER OF ATTORNEY
`
`Biogen Idee MA Inc,, a corporation organized and existing under the laws of
`Massachusetts with principal place of business at 14 Cambridge Center, Cambridge,
`MA 02142, has named, constituted and appointed, as it does hereby name, constitute
`and appoint Francis Marsland, whose business address is at Biogen Idee International
`GmbH, Landis & Gyr Strasse 3 CH-6300 Zug, to be its true and lawful attorney/agent
`for it and in its name, place and stead, to do and perform all or any of the following
`acts and things, to wit:
`
`1.
`
`To execute that certain Stock Purchase Agreement between:
`
`Biogen Idee MA Inc, (also referred to in the Stock Purchase
`Agreement as the "Buyer")
`
`And
`
`
`
`Dr, Rajendra Kumar Joshi, Dr. Hans Peter Strebel,
`
` (also referred
`to in the Stock Purchase Agreement singularly as a Seller and
`collectively as the "Sellers")
`
`2.
`
`To do and perform all and every act and thing whatsoever requisite,
`necessary or appropriate to be done in and relating to the above
`referenced Stock Purchase Agreement as fully to all intents and
`purposes as the undersigned might or could do if present, hereby
`ratifying all that such attorney-in-fact of, for and on behalf of the
`undersigned, shall lawfully do or cause to be done by virtue of this
`Power of Attorney.
`
`This Power of Attorney shall remain in full force and effect until revoked by
`the undersigned in a signed writing delivered to such attorney-in-fact.
`
`dersigned has caused this Power of Attorney
`IN WITNESS WHEREOF, the
`day of-H~~..,-2006.
`to be executed as of this
`
`By:
`
`James C. Mullen
`President
`Biogen Idee MA Inc,
`
`Page 36 of 39
`
`
`
`
`
`
`
`62.1
`
`The present /1,GREEMF.NT shall be executed in ten counrcrparts, one of which is destined to
`each of the PARTTES hereto. The Exhibits shall be initialed in two copies, one fur the
`BUYER and one for the SEi.I,ERS.
`
`IN WITNESS WHEREOF, the PMITIES hereto have causcd the prcscm. AGREEM.i:N’i' to be exc~
`cuted by them or their duly authorized representatives as of the day and year set forth below.
`
`Ziuich, May _) 2006
`
`The SELLERS:
`
`The BUYER:
`
`Biogen Idcc MA inc
`
`
`
`tlamcs C. Mullen
`Nair
`Title: Prrzsident
`
` .
`
`Dr. Hans Peter Strcbel
`
`
`
`Page 39 of 39
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