Master Sale and Purchase Agreement (2003)Full Document 

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DATED 23rd September 2002  


relating to
the Synetix business of Imperial Chemical Industries PLC (and subsidiaries) and
the entire issued share capitals of
ACMA Limited and Tracerco Radioactive Diagnostic Services Canada, Inc.



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Clause     Subject Matter    
Interpretation 5
Sale and Purchase of the Business and the Shares 30  
Consideration 33  
Liabilities 37  
Assurances 39  
VAT 40  
Conditions 40  
Conduct of the Business and the Companies until Completion 43  
Completion 44  
The Employees 46  
The Business Contracts 46  
Pensions and Related Benefits 49  
Repayment of Debt 50  
Consents 50  
Purchaser Warranties 50  
Warranties 52  
Matters taken into consideration 55  
Environment 56  
Information Technology and R&D projects 58  
Further Assurance 58  
Information, Records and Assistance 59  
Insurance and indemnity claims 64  
Announcements 68  
Confidentiality 69  
Purchaser's and ICI's Undertakings 70  
Costs and Exchange Rates 71  
Entire Agreement 72  
No Set-Off 73  
Continuing Effect 73  
Invalidity 74  
Amendments, Variations, Releases and Waivers 74  
Assignment 74  
Notices 75  
Dispute Resolution 76  
Contracts (Rights of Third Parties) Act 1999 77  
Counterparts 77  
Law and Jurisdiction 78  


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1.     Conduct of the Business and the Companies until Completion

2.     Property Matters
Part 1: General Conditions – Business Properties
Part 2: Special Conditions – UK Business Properties
Part 3: Special Conditions – Non-UK Business Properties
Part 4: List of Business Properties
Part 5: List of Company Properties

3.     Completion Arrangements
Part 1: The Business
Part 2: The Companies
Part 3: The Second Completion

4.     Intellectual Property
Part 1: Business IP
Part 2: Company IP
Part 3: ICI Roundel
Part 4: ICI Group Standards
Part 5: Uniqema Excluded Technology

5.     Pensions and Related Benefits
Part 1: UK Pensions
Part 2: US Pensions
Part 3: German Pensions
Part 4: ROW Pensions
Annexe to Part 1 of Schedule 5 – Letter from Seller’s Actuary

6.     Warranties
Part 1: General Warranties (Business and the Companies)
Part 2: Company specific Warranties

7.     Provisions relating to Purchaser's Claims

8.     Allocation of Consideration
Part 1: The Allocation
Part 2: The Business Sellers
Part 3: The Companies
Part 4: The Covenant Consideration

9.     The Excluded Assets and Excluded Contracts
Part 1: Excluded Assets
Part 2: Excluded Contracts

10.     Persons of whom enquiry was made relating to the Warranties
Part 1: ICI
Part 2: Purchaser

11.     Determination and Certification of Net Asset Adjustment
Part 1: The Net Asset Statement
Part 2: Pro Forma Net Asset Statement

12.     Debt
Part 1: Closing Net Debt Statement
Part 2: Repayment of Net Debt

13.     The Companies

14.     Strategic Research Fund Projects
Part 1: Specified SRF Projects
Part 2: Legacy SRF Projects

15.     Conditions
Part 1: First Completion Condition
Part 2: Second Completion Conditions

16.     The Transaction Documents
Part 1: Agreements and deeds
Part 2: Other documents in the Agreed Terms

17.     Retained Permits

18.     Provisions dealing with the Indian Business

19.     Value Added Tax

20.     The Employees
Part 1: Employee Provisions

21.     Information Technology

22.     Indian IP Heads of Terms

23.     Glossary of defined terms  


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23 September 2002
(1) IMPERIAL CHEMICAL INDUSTRIES PLC a company incorporated in England and Wales (registered number 00218019) whose registered office is at 20 Manchester Square, London W1U 3AN ("ICI"); and
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