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Master Sale and Purchase Agreement

Entities:

Imperial Chemical Industries plc; Mayer, Brown, Rowe & Maw; Barclays Bank plc

Date:

2003

Size:

339K

ID:

#226114

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DATED 23rd September 2002

(1)	IMPERIAL CHEMICAL INDUSTRIES PLC
(2)	JOHNSON MATTHEY PUBLIC LIMITED COMPANY

MASTER SALE AND PURCHASE AGREEMENT 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.

LONDON

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CONTENTS

Clause	Subject Matter	Page
1.	Interpretation	5
2.	Sale and Purchase of the Business and the Shares	30
3.	Consideration	33
4.	Liabilities	37
5.	Assurances	39
6.	VAT	40
7.	Conditions	40
8.	Conduct of the Business and the Companies until Completion	43
9.	Completion	44
10.	The Employees	46
11.	The Business Contracts	46
12.	Pensions and Related Benefits	49
13.	Repayment of Debt	50
14.	Consents	50
15.	Purchaser Warranties	50
16.	Warranties	52
17.	Matters taken into consideration	55
18.	Environment	56
19.	Information Technology and R&D projects	58
20.	Further Assurance	58
21.	Information, Records and Assistance	59
22.	Insurance and indemnity claims	64
23.	Announcements	68
24.	Confidentiality	69
25.	Purchaser's and ICI's Undertakings	70
26.	Costs and Exchange Rates	71
27.	Entire Agreement	72
28.	No Set-Off	73
29.	Continuing Effect	73
30.	Invalidity	74
31.	Amendments, Variations, Releases and Waivers	74
32.	Assignment	74
33.	Notices	75
34.	Dispute Resolution	76
35.	Contracts (Rights of Third Parties) Act 1999	77
36.	Counterparts	77
37.	Law and Jurisdiction	78

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Schedules

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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MASTER SALE AND PURCHASE AGREEMENT

DATE:

23 September 2002

PARTIES:

(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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