1.    Interpretation    1

2.    Sale of Sellers’ Shares    5

3.    Consideration    5

4.    Completion Payment    5

5.    Completion    5

6.    Sellers’ Warranties    6

7.    Indemnification    6

8.    The Buyer’s remedies    7

9.    Buyer Warranties    7

10.    Confidentiality    7

11.    Announcements    8

12.    Payments under this Agreement    8

13.    Notices    8

14.    Variation    9

15.    Costs and Expenses    9

16.    Assignment and Successors    9

17.    Waiver    10

18.    Further Assurance    10

19.    Effect of Completion    10

20.    Rights, Powers and Remedies are Cumulative    10

21.    Invalidity    10

22.    Entire Agreement    11

23.    Counterparts    11

24.    Governing Law and Jurisdiction    11

THIS AGREEMENT is made on 5 May 2015

NOW IT IS AGREED as follows:

“Agreement” means this Agreement;

“Business Day” means a day other than a Saturday or Sunday or public holiday in Ireland on which banks are generally open for business in Dublin, Ireland;

“Buyer’s Group” means the Buyer and any other company which is or becomes a subsidiary or holding company of the Buyer or a subsidiary of such holding company;

“Buyer’s Solicitors” means McCann FitzGerald of Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland;

“Companies Acts” means the Companies Acts 1963 to 2013 and any legislation in whatever form to be construed as one with those Acts;

“Completion” means completion of the sale and purchase of the Sellers’ Shares in accordance with clause 5;

“Completion Date” means the date of this Agreement;

“Completion Payment” has the meaning given to it in clause 4;

“Confidential Information” means all information which is used in or otherwise relates to the business, customers or financial or other affairs of the Group including, without limitation, information relating to:

“Consideration” means the consideration for the Sellers’ Shares set out in clause 3;

“Encumbrance” includes any adverse claim or right or third party right or interest; any equity; any option or right of pre-emption or right to acquire or restrict; any mortgage, charge, assignment, hypothecation, pledge, lien or security interest or arrangement of whatsoever nature; any reservation of title; any hire purchase, lease or instalment purchase agreement and any other encumbrance, priority or security interest or similar arrangement of whatever nature;

“Euro” and “€” means the lawful currency of Ireland;

“Governmental Authority” means any federal, state, local, tribal, provincial, municipal or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body;

“Group” means the Company and the Subsidiary and “Group Company” means any one of them;

“Ireland” means the Republic of Ireland;

“Laws” means any applicable law, statute, ordinance, rule, regulation, order, writ, judgments or decree;

“Losses” means any losses, damages, bonds, dues, assessments, fines, interest, penalties, claims, Taxes, fees, costs, expenses or amounts paid in settlement (in each case, including any adviser and experts’ fees and expenses and costs of investigation), whether or not involving a third party claim and costs of defence involving a third party claim but excluding any special, consequential, indirect or punitive damages unless paid to a third party;

“Notice” has the meaning given to it in clause 13.1;

“Ordinary Shares” means ordinary shares of €0.10 each in the capital of the Company;

“person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind;

“Relevant Jurisdiction” means a country within which any Group Company has undertaken any transactions of whatsoever nature;

“SEC” means the Securities and Exchange Commission of the United States of America;

“Sellers’ Solicitors” means William Fry Solicitors of 2 Grand Canal Square, Dublin 2, Ireland;

“Sellers’ Solicitors’ Account” means the US Dollar client account of the Sellers’ Solicitors at [***] with [***] (with payment reference [***] to be used for any transfer into same);

“Shares” means shares in the allotted and issued share capital of the Company;

“Share Purchase Agreements” means the agreements entered into on today’s date between the Buyer and/or the Buyer’s holding company and others with respect to the purchase of all of the issued shares in the Company not owned by the Sellers, completion of which will occur simultaneously with Completion under this Agreement;

“Subsidiary” means the wholly owned subsidiary of the Company, EirGen Pharma R&D Limited a company registered in Ireland with company number 472800;

“Tax” means all forms of taxation either in Ireland or elsewhere wherever and whenever created or imposed, including, without limitation:

“Tax Authorities” means the Revenue Commissioners in the Republic of Ireland or the recognised tax authorities in any Relevant Jurisdiction;

“Transaction Documents” means this Agreement;

“US dollars”, “US$” and $ means the lawful currency of the United States of America; and

“Warranties” means the Warranties set out in Schedule 2.

The price payable for the Sellers’ Shares shall be [__________________] (the “Consideration”).

On the Completion Date, the Consideration shall be paid to the Seller’s Solicitors on behalf of the Sellers in the proportions set opposite each Seller’s name in column 4 of Schedule 3 (the “Completion Payment”).

PROVIDED THAT if the deemed receipt is not within working hours (being 9 am to 5 pm on a Business Day) Notice shall be deemed to be given or made at the start of working hours on the next Business Day.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.