Stock Purchase Agreement

SHARE PURCHASE AGREEMENT


dated __ October 2006


BETWEEN:


(1) CAMBREX AB of S-691, 85 Karlskoga, Sweden (the SELLER)


(2) INTERNATIONAL CHEMICAL INVESTORS II S.A. of 26, rue Philippe II, L-2340
Luxembourg (the PURCHASER)


(together the PARTIES)


Words and expressions used in this Agreement shall be interpreted in accordance with Schedule 6.


IT IS AGREED:


1. SALE AND PURCHASE


1.1 The Seller shall sell (or procure the sale of), and the Purchaser shall purchase the Shares with effect from the Closing on terms that the same covenants shall be deemed to be given by the Seller on Closing in relation to the Shares as are implied under Part 1 of the Law of Property Miscellaneous Provisions Act 1994 where a disposition is expressed to be made with full title guarantee and with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the relevant Shares after Closing. The sale and purchase of the Shares shall be on the terms set out in this Agreement.


1.2 The consideration for the purchase of the Shares shall be the payment of the sum of E1.00 payable by the Purchaser at Closing, subject to adjustment in accordance with Clause 3 below.


2. PRE-CLOSING SELLER UNDERTAKINGS AND CLOSING


2.1 From the date of this Agreement until Closing, the Seller shall comply with the obligations set out in Schedule 4.


2.2 Closing shall be conditional on Landen having consulted with the Belgian employee works council in relation to the Proposed Transaction, unless such Condition is waived in accordance with Clause 2.4 of this Agreement.


2.3 The Seller shall, at its own cost, use all reasonable endeavours to ensure that the Condition set out in Clause 2.2 is fulfilled as soon as possible after the date of this agreement to the satisfaction of the Purchaser.


2.4 The Purchaser shall be entitled in its absolute discretion, by written notice to the Seller, to waive the Condition either in whole or in part.


2.5 Subject to the Condition being satisfied, Closing shall take place at the Brussels offices of the Seller's lawyers on the date of 31 October 2006 or such other date agreed between the parties.


2.6 At Closing, the Seller and the Purchaser shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in


relation to that party or any of its Affiliates (as the case may be) in Schedule 6. Neither the Seller nor the Purchaser shall be obliged to proceed to Closing unless the other party complies in full with its obligations in Schedule 6.


2.7 The Seller shall procure that at Closing every member of the Seller Group who is owed amounts in respect of Inter-Company Debt shall enter into legal and equitable assignments of such Inter-Company Debt and the Seller shall indemnify the Purchaser for all Costs incurred by it or any Company for breach of this Clause 2.7.


3. WORKING CAPITAL ADJUSTMENT


3.1 The parties agree that the provisions of Schedule 7 shall have effect.


3.2 On the date of, and immediately prior to, the Closing, in relation to all Cash belonging to the Companies, whether in the Seller Group's accounts attributable to the Cambrex Cork group and/or Landen or in the accounts of the Cambrex Cork group and/or Landen, the Seller shall cause the combined Cash balance in the Companies to equal the Cash Threshold. Prior to Closing, in the event that the combined Cash balance in the Companies is in excess of the Cash Threshold, the Seller may procure that the amount of the excess (which is for the benefit of the Seller) will be paid by the relevant Company (whether by way of dividend, repayment of existing indebtedness or other lawful payment) to the Seller or any other member of the Seller Group prior to Closing.


3.3 When the Net Working Capital Schedule has been finally agreed or determined in accordance with Schedule 7, the following payments shall be made:


(a) (i) In the event that the combined Net Working Capital of the Companies as
set forth in the Net Working Capital Schedule is less than the Working
Capital Threshold the Seller shall within five (5) Business Days after the
determination of the Net Working Capital pay or cause to be paid to the
Companies, as directed by the Purchaser, an amount equal to the difference
between the Working Capital Threshold and the combined Net Working Capital
of the Companies as set forth in the Net Working Capital Schedule (the
WORKING CAPITAL DEFICIT); and


(ii) the Purchaser shall within five (5) Business Days after the
determination of the Net Working Capital issue a Note equal to the lesser
of 50% of the Working Capital Deficit or E250,000 and such amount shall be
payable to the Seller in full within 24 months after the determination of
the Net Working Capital.


(b) In the event that the combined Net Working Capital of the Companies as set
forth in the Net Working Capital Schedule exceeds the Working Capital
Threshold (the WORKING CAPITAL EXCESS), the Purchaser shall sign a Note for
an amount equal to the Working Capital Excess and such amount shall be
payable to the Seller in full within 90 days after the determination of the
Net Working Capital. If the amounts owed to the Seller by the Purchaser
under this Clause have not been paid within the 90 day period referred to
above, the period for payment will be automatically extended for a further
60 days. Any payments under this Clause 3.3 shall be made to the Seller in
accordance with clause 16.1 or as the Seller may direct.


4. SELLER WARRANTIES


4.1 The Seller warrants to the Purchaser as at the date of this Agreement in the terms of the Warranties as set forth in Schedule 1.


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4.2 The Seller warrants that the Warranties (other than the Tax Dispute Warranty) will continue to be true and accurate in all respects and not misleading up to Closing as if repeated immediately before Closing by reference to the facts and circumstances subsisting at that date on the basis that any reference in the Warranties (other than the Tax Dispute Warranty), whether express or implied, to the date of this Agreement is substituted by a reference to the date of Closing.


4.3 The Warranties are given subject to the limitations set out in clause 4.4 and Schedule 2. None of the limitations set out in Schedule 2 shall apply to any Claim which arises (or to the extent that it is increased) as a consequence of fraud or fraudulent misrepresentation by any director or officer of any member of the Seller Group.


4.4 The Purchaser shall not be entitled to claim that any fact, matter, event or circumstance causes any of the Warranties to be breached in respect of the Warranties as given at the date of this Agreement, if it is disclosed or deemed to be disclosed in, or pursuant to, the Disclosure Letter.


5. PURCHASER WARRANTIES


The Purchaser warrants to the Seller as at the date of this Agreement in the terms of the Warranties set out in Schedule 3. The Purchaser warrants that such Warranties will continue to be true and accurate in all respects and not misleading up to Closing as if repeated immediately before Closing by reference to the facts and circumstances subsisting at that date on the basis that any reference in the such Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to the date of Closing.


6. CONDUCT OF PURCHASER CLAIMS


If the Purchaser becomes aware of any claim or potential claim by a third party (a THIRD PARTY CLAIM) which might result in a claim being made, the Purchaser shall:


(a) promptly (and in any event within 10 Business Days of becoming aware of it)
give notice of the Third Party Claim or other matter or circumstance
involving any person or party to the Seller providing that failure to give
such notice within 10 Business Days of so becoming aware shall not prevent
the Purchaser from making a claim (but the Seller shall not be liable for
any Costs suffered as a result of any delay in giving notice of a claim);


(b) ensure that the Seller and its representatives are given all reasonable
information and facilities to investigate the Third Party Claim, to the
extent such information and facilities are available to the Purchaser;


(c) ensure that it and each member of the Purchaser Group shall:


(i) not admit liability or make any agreement or compromise in relation to
the Third Party Claim without prior written approval of the Seller;


(ii) take such action as the Seller may reasonably request to avoid,
resist, dispute, appeal, compromise or defend the Third Party Claim;


(iii) allow the Seller (if it elects to do so) to take over the conduct of
all proceedings and/or negotiations arising in connection with the
Third Party Claim; and


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(iv) provide such information and assistance as the Seller may reasonably
require in connection with the preparation for and conduct of any
proceedings and/or negotiations relating to the Third Party Claim,


provided that in each case the Purchaser and each member of the Purchaser Group is indemnified and secured to the Purchaser's reasonable satisfaction by the Seller against all Costs incurred or suffered by any of them as a consequence of the Third Party Claim to the extent that the Purchaser is not liable for such Third Party Claim.


7. NO RIGHTS OF RESCISSION OR TERMINATION


Save as expressly set out in the Agreement, the Purchaser shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever whether before or after Closing. This shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.


8. TRANSITION SERVICES


The Seller shall provide transition services to the Companies (the TRANSITION SERVICES) from the date of Closing and at Closing the parties shall enter into the Transition Services Agreement, in the Agreed Form, which shall set out the rates and charges and terms and conditions governing the Transition Services.


9. FORMER VENDOR DISPUTE


9.1 The Seller shall retain the liability and responsibility for and agrees to indemnify the Purchaser on a continuing basis in respect of all Costs incurred or suffered by it or any Company arising from the Dispute after Closing.


9.2 If and whenever the Purchaser becomes aware of any claim or potential claim in relation to the Former Vendor Dispute (FORMER VENDOR CLAIM) which might result in a claim being made against any Company or the Purchaser, the Purchaser shall:


(a) promptly (and in any event within 10 Business Days of becoming aware of it)
give notice of the Former Vendor Claim or other matter or circumstance
involving any person or party to the Seller providing that failure to give
such notice within 10 Business Days of so becoming aware shall not prevent
the Purchaser from making a claim under this clause 9; and Seller shall be
obligated to take over the conduct of the Former Vendor Claim;


(b) provided the Seller is not in material breach of Clause 9.1, ensure that it
and each member of the Purchaser Group shall:


(i) not admit liability or make any agreement or compromise in relation to
the Former Vendor Claim without prior written approval of the Seller;
and


(ii) take such action as the Seller may reasonably request to avoid,
resist, dispute, appeal, compromise or defend the Former Vendor Claim.


9.3 The Purchaser also agrees to provide the required support and access to key personnel and records to assist the Seller in any future litigation with Former Vendor and the Seller agrees to reimburse the Purchaser the reasonable Costs of such support and access.


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9.4 The Purchaser acknowledges and agrees that any information relating to the Former Vendor Dispute (including the identity of the Seller or any Company) shall be "Confidential Information" for the purposes of Clause 18.


10. HEALTH, SAFETY AND ENVIRONMENTAL


The Purchaser shall assume and discharge in relation to the Cambrex Cork group and Landen the Seller's liabilities in respect of health, safety and environmental matters and compliance with environmental health and safety laws and regulations; including without limitation any obligations of the Companies related to the Integrated pollution prevention and control (IPPC), the directive related to the limitation of volatile organic compounds emissions; all permits, licenses, authorisations and registration related to the Companies' Business; all claims related to any health safety and environmental matters; the upgrade, replacement or improvement of any plant, equipment or infrastructure; including without limitation ventilation improvements at the Companies, the investigation monitoring and remediation works undertaken either voluntarily or pursuant to requirements under any environmental health and safety matters, in respect of any hazardous substances that is present in, on or under or migrating to or from the Companies properties (currently or formerly owned, occupied or used by any Company, excluding any property which was transferred from either of the Companies to any other member of the Seller Group) and all other requirements to be implemented related to conditions regardless of whether they are known or discoverable at the time of Closing or as a result of subsequent requirements including the pending IPPC applications of the Companies provided that the Purchaser shall not be so liable to the extent the liability arises from a breach by the Seller of its obligation set out in paragraph 2 of Schedule 4.


11. EMPLOYMENT


11.1 The parties acknowledge that at Closing all Employees shall remain employed by the relevant Company. The Seller agrees to pay (or procure to the payment) to Cork an amount equal to all retention bonuses payable by Cork to any one or more of Messrs. Paudie Burke, Gary Collins and Vincent O'Brien pursuant to the Special Incentive Programme as described in the documents in Exhibit 4 together with any Tax payable by Cork in relation to such retention bonuses, whether on behalf of the relevant Employees or otherwise.


11.2 Purchaser shall assume all responsibility and liability for the The Cambrex Cork Ltd. Pension Plan.


11.3 The Purchaser acknowledges and agrees that Cork is required to pay the accrued bonuses (including any social costs) to the employees as set out in Schedule 5 and that it will procure Cork to comply with its obligations in relation to the payment of those bonuses.


12. INSURANCE


12.1 Seller will use commercially reasonable efforts to (i) maintain in full force and effect until Closing substantially the same levels of coverage as the insurance afforded in relation to the Companies, their Businesses and assets as of the date of this Agreement and (ii) cause any and all benefits under such insurance paid or payable (whether before or after the date of Closing but only for insured events arising before Closing) in relation to the Companies to be paid to the Companies without delay.


12.2 Upon Closing, all insurance coverage arranged in relation to any of the Companies by the Seller Group (whether under policies maintained with third party insurers or other members of the Seller Group) shall cease (other than in relation to insured events taking place


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before Closing) and no member of the Purchaser Group shall make any claim under any such policies in relation to insured events arising after Closing. The Seller shall be entitled to make arrangements with its insurers to reflect this clause 12.


13. GUARANTEES AND OTHER THIRD PARTY ASSURANCES


13.1 The Purchaser shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any other Third Party Assurance in respect of any obligations of any Company, each member of the Seller Group is released to that extent from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 13.1, the Purchaser shall indemnify the Seller and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.


13.2 The Seller shall use its reasonable efforts to ensure that, as soon as reasonably practicable after becoming aware of any Third Party Assurance in respect of any obligations of any member of the Seller Group, each Company is released to that extent from such Third Party Assurance. Pending release of any Third Party Assurance referred to in this clause 13.2, the Seller shall indemnify the Purchaser and each of its Affiliates against any and all Costs arising after Closing under or by reason of that Third Party Assurance.


14. CHANGES OF NAME


The Purchaser shall procure that:


(a) as soon as reasonably practicable after the date of the Closing and in any
event within 40 Business Days afterwards, the name of any Company which
consists of or incorporates the word "Cambrex" and/or "Profarmaco" in
relation to the Cambrex Cork group companies and Landen is changed to a
name which does not include that word or any name which, in the reasonable
opinion of the Seller, is substantially or confusingly similar; and


(b) as soon as reasonably practicable after the date of the Closing and in any
event within 40 Business Days afterwards, the Companies shall cease to use
or display any trade or service name or mark, business name, logo or domain
name used or held by any member of the Seller Group or any mark, name or
logo which, in the reasonable opinion of the Seller, is substantially or
confusingly similar to any of them provided following the expiry of the 40
Business Day period the Companies may continue to use any such mark, name
or label on then existing product inventory if they also state on such
product inventory the new name of the Company selling such inventory.


15. TAX


15.1 For any taxable period of any Company that ends on or before the date of Closing, the Seller shall timely prepare and the Purchaser or the Seller, as appropriate, shall timely file with the appropriate authorities all Tax Returns required to be filed. All such Tax Returns shall be prepared on a basis consistent with past practice, except as required by applicable law. The Purchaser shall furnish any tax work papers to the Seller upon request in accordance with the Seller's past custom and practice.


15.2 Any such Tax Returns to be filed by the Purchaser pursuant to clause 15.1 above shall be furnished by the Seller to the Purchaser for signature and filing at least five (5) Business Days prior to the due date for filing such Tax Return and the Purchaser shall promptly sign and timely file any such Tax Return. The Seller shall pay all Taxes due with respect to the


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Tax Returns referred to in clause 15.1 above less any reserves for such Taxes which are taken into account as a liability in the calculation of the Net Working Capital.


15.3 For any Straddle Period, the Purchaser shall timely prepare and file with the appropriate authorities all Tax Returns required to be filed and shall pay all Taxes due with respect to such Tax Returns; provided that the Seller shall reimburse the Purchaser for any amount owed by the Seller with respect to the taxable periods covered by such Tax Returns as set out in clause 15.4 below.


15.4 The portion of any Tax relating to the Straddle Period that shall be reimbursed by the Seller shall be:


(a) in the case of Taxes that are either (i) based upon or related to income or
receipts; or (ii) imposed in connection with any sale or other transfer or
assignment of property (whether tangible, intangible, real or personal)
other than any Taxes, duties, fees, interest or penalties referred to in
Clause 21.2, deemed equal to the amount which would be payable if the
taxable period ended on the date of Closing, provided, however, that in the
event that the total amount of the relevant Taxes for the entire Straddle
Period is equal to zero, then the Seller shall have no reimbursement
obligation under this Agreement with respect to such Taxes;


(b) in the case of Taxes that are imposed on a periodic basis with respect to
assets, or otherwise measured by the level of any item, shall be deemed to
be the amount of such Taxes for the entire Straddle Period multiplied by a
fraction the numerator of which is the number of calendar days in the
period ending on the date of Closing and the denominator of which is the
number of calendar days in the entire Straddle Period; and


(c) the amount to be reimbursed shall be reduced by any amounts reserved for
such Taxes which are taken into account as a liability in the calculation
of the Net Working Capital.


15.5 For the avoidance of doubt, the Seller's liability for Tax under this clause 15 shall not apply to any Tax liability arising in respect of, by reference to or in consequence of, any income, profits, or gains earned, accrued or received after Closing (whether or not as a result of an event which occurred on or before Closing), or any event occurring or deemed to occur after Closing or arising due to a transaction, action or omission carried out or effected by the Purchaser, the Companies or any other person connected with any of them after Closing or arising as a result of any changes after Closing in the accounting year end or accounting policy of a Company or in the rate or basis of Tax applying to a Company).


15.6 All such Tax Returns as are referred to in clause 15.3 above shall be prepared on a basis consistent with past practice, except as required by applicable law. No later than 30 Business Days prior to the filing of any Tax Return of or with respect to any Company relating to a Straddle Period required to be filed by the Purchaser, the Purchaser shall deliver a draft of such Tax Return to the Seller for the Seller's review and approval, together with a statement setting forth the amount owed by the Seller with respect to such Tax Return under this clause 15. Subject to the immediately following sentences, within the later of (i) 30 Business Days after receipt of the draft of such Tax Return and (ii) five Business Days before such payment is due with respect to such Tax Return, the Seller shall remit to the Purchaser the amount shown on such statement as being due from the Seller. If the Seller in good faith disagrees with the Purchaser's determination of such amount, the Purchaser and the Seller shall meet and work together in good faith to agree upon such amount and if no such agreement is reached within 15 Business Days of receipt by the Seller of the Purchaser's


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determination, the matter shall be dealt with in accordance with clause 15.11. No later than 30 Business Days after filing any such Tax Return of or with respect to any Company, the Purchaser shall deliver a copy of such Tax Return to the Seller.


15.7 The Purchaser shall be liable for and pay (or cause to be paid), and agree to indemnify and hold the Seller harmless against, any and all Taxes levied or imposed on, or in respect of, the Companies that accrue for, or otherwise relate to, any taxable year or period (or portion thereof) beginning or deemed to begin after Closing other than any such Taxes for which the Seller is liable under clauses 15.2, 15.3 or 15.4.


15.8 The Purchaser shall promptly pay to the Seller an amount equal to any refund, credit, rebate, reduction in Taxes or similar payment (including any interest paid or credited with respect thereto) received by the Companies or the Purchaser (i) relating to taxable periods ending on or before Closing or (ii) allocable to the portion of a Straddle Period ending on or before Closing in accordance with the method employed in clause 15.4(b), or (iii) attributable to Taxes previously indemnified against by the Seller under clauses 15.2, 15.3 or 15.4. The Purchaser shall, if requested by the Seller and at the Seller's expense, cause the relevant entity to file for and obtain any refund or credit which would give rise to a payment under this clause 15.8. The Purchaser shall permit the Seller to control at the Seller's expense the prosecution of any such refund claim, and shall cause the relevant entity to authorise by appropriate power of attorney such person as the Seller shall designate to represent such entity with respect to such refund claim. If a Tax Authority subsequently disallows any refund or credit of Taxes with respect to which the Seller had received a payment pursuant to this clause 15.8, the Seller shall promptly pay to Purchaser the full amount of such refund or credit.


15.9 The Seller shall be responsible for preparing any amended, group, consolidated, or combined Tax Returns for taxable periods ending on or prior to the date of Closing. For those jurisdictions in which separate returns are filed by the Companies, any required amended Tax Returns shall be prepared by the Seller and furnished to the Purchaser or the relevant Company, as the case may be, for signature and filing no less than twenty (20) Business Days prior to the due date for taxable periods ending on or prior to the date of Closing and the Purchaser or the relevant Company shall sign and timely file any such amended Tax Return. All such amended Tax Returns shall be prepared on a basis consistent with past practice, except as required by applicable law.


15.10 The Purchaser shall, and shall cause each Company to provide information to the Seller necessary for the preparation of all Tax Returns required to be prepared or filed by the Seller or any of its Affiliates. The Seller and the Purchaser agree (a) to allow (and the Purchaser shall cause the Companies to allow) each other and their agents and representatives, at times and dates mutually acceptable to the parties, to inspect, review and make copies of such tax records so needed and to make available the appropriate personnel with knowledge of such tax records to help answer questions, such activities to be conducted during normal business hours and with the requesting party paying out of pocket expenses only and (b) to offer the other parties such tax records so needed before destroying such tax records.


15.11 Where a Purchaser's determination is not agreed within the time limit and as specified by clause 15.6 the parties shall endeavour to appoint within 5 Business Days a member of an internationally recognised accounting firm (the EXPERT). The Expert shall be appointed whether by agreement between the parties or (if they do not agree within 7 Business Days of the party wishing to make the reference notifying the other of the proposed reference) on the application of either the Seller or the Purchaser to the President for the time being of the Chartered Institute of Taxation or where relevant such other person holding


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equivalent standing in the relevant jurisdiction. The Expert shall decide the matter in question as an expert (and not as an arbitrator) and his decision shall be final, except in the case of manifest error. Both the Seller and the Purchaser shall make all relevant information available to the Expert. The costs of the Expert shall be borne by ...