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EXHIBIT 1.2
Dated 2000
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KERYX BIOPHARMACEUTICALS INC.
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WEST LB PANMURE LIMITED
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NOMINATED BROKER AGREEMENT
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ASHURST MORRIS CRISP
Broadwalk House
5 Appold Street
London EC2A 2HA
Tel: 020-7638 1111
Fax: 020-7972 7990
MCJ/PXR/051W.00027
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CONTENTS
CLAUSE PAGE
1. DEFINITIONS AND INTERPRETATION.................................... 1
2. APPOINTMENT AND TERM.............................................. 3
3. FEES AND EXPENSES................................................. 4
4. TERMINATION....................................................... 5
5. CONTINUING OBLIGATIONS............................................ 6
6. BROKER'S INDEMNITY................................................ 7
7. TIME OF THE ESSENCE............................................... 9
8. WAIVER............................................................ 9
9. INVALIDITY........................................................ 9
10. NOTICES.......................................................... 10
11. COUNTERPARTS..................................................... 11
12. ENTIRE AGREEMENT................................................. 11
13. MISCELLANEOUS.................................................... 12
14. GOVERNING LAW AND JURISDICTION................................... 12
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THIS AGREEMENT is made on 2000.
BETWEEN:-
(1) KERYX BIOPHARMACEUTICALS INC. (incorporated in Delaware, USA) whose
executive office is at Kiryat Mada 5, Har Hotzvim, Jerusalem, Israel 91326
(the "Company");
(2) WEST LB PANMURE (incorporated in England and Wales with registered no.
2002991) whose registered office is at New Broad Street House, 35 New
Broad Street, London EC2M 1SQ (the "Broker"); and
RECITALS
(A) The Company is proposing to make an application to the London Stock
Exchange for admission to AIM of all the Shares in issue and to be issued
pursuant to the IPO.
(B) On and subject to the terms of this agreement, the Broker has agreed to
act as nominated broker to the Company for the purposes of the AIM Rules
in connection with the IPO and following Admission.
THE PARTIES AGREE AS FOLLOWS:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement the following words and expressions shall have the
following meanings, unless the context otherwise requires:-
"Admission" means admission of the share capital of the Company, issued and
to be issued pursuant to the IPO, to trading on AIM becoming effective as
provided in paragraph 16.6 of the AIM Rules;
"Admission Document" means the document proposed to be published in
connection with the IPO and the Company's admission to AIM as required by
paragraph 16.07 of the AIM Rules and constituting a prospectus for the
purposes of the POS Regulations;
"AIM" means the Alternative Investment Market of the London Stock Exchange;
"AIM Rules" means the AIM admission rules and AIM trading rules set out in
chapters 16 and 17 of the Rules of the London Stock Exchange as amended
from time to time and those other of its rules which govern the admission
to trading on and the regulation of AIM;
"Business Day " means a day (excluding Saturdays) on which banks are open
for business in the City of London;
"Directors" means the directors and officers of the Company;
"FSA" means the Financial Services Act 1986;
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"Group" means the Company, its subsidiaries and subsidiary undertakings and
each of them as the context admits and "Group Company" means any one of
them;
"IPO" means the proposed IPO by the Company of new Shares pursuant to the
IPO Agreement;
"IPO Agreement" means the underwriting agreement dated 2000 made between
the Company, the Directors and Roth Capital Partners Inc. in connection
with the IPO and more particularly described in the Admission Document;
"London Stock Exchange" means London Stock Exchange Limited;
"Model Code" means a code for dealings in the securities of the Company
adopted by the Company in terms no less exacting than the model code
contained in appendix 12 of the Rules of the London Stock Exchange as
amended from time to time;
"POS Regulations" means the Public Offers of Securities Regulations 1995;
"Related Person" means in relation to any party its holding companies and
subsidiaries and any subsidiary undertaking of any such holding company;
"Relevant Person" means the Broker and any subsidiary or holding company of
the Broker and any subsidiary undertaking of any such holding company and
any of their respective shareholders, directors, officers, employees,
agents and advisers;
"Shares" means shares of common stock of par value of $0.001 each in the
capital of the Company;
"VAT" means value added tax.
1.2 In this agreement unless otherwise specified, reference to:-
(a) a "subsidiary" or "holding company" is to be construed in accordance
with section 736 of the Act and an "associated company" is to be
construed in accordance with section 416 et seq of the Income and
Corporation Taxes Act 1988;
(b) a document in the "agreed terms" is a reference to that document in
the form approved and for the purposes of identification signed by or
on behalf of each party;
(c) a party means a party to this agreement and includes the successors in
title to substantially the whole of its undertaking and, in the case
of an individual, to his or her estate and personal representatives;
(d) a person includes any person, individual, company, firm, corporation,
government, state or agency of a state or any undertaking (whether or
not having separate legal personality and irrespective of the
jurisdiction in or under the law of which it was incorporated or
exists);
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(e) a statute or statutory instrument or any of their provisions is to be
construed as a reference to that statute or statutory instrument or
such provision as the same may have been amended or re-enacted;
(f) "recitals", "clauses", "paragraphs" or "schedules" are to recitals,
clauses and paragraphs of and schedules to this agreement. The
schedules form part of the operative provisions of this agreement and
references to this agreement shall, unless the context otherwise
requires, include references to the recitals and the schedules;
(g) "Writing" shall include typewriting, printing, lithography,
photography and other modes of representing words in a legible form
(other than writing on an electronic or visual display screen) or
other writing in non-transitory form;
(h) words denoting the singular shall include the plural and vice versa
and words denoting any gender shall include all genders; and
(i) the time of day is reference to time in London, England.
1.3 The index to and the headings in this agreement are for information only
and are to be ignored in construing the same.
2. APPOINTMENT AND TERM
2.1 The Company hereby appoints the Broker as its nominated broker in respect
of the IPO and the application to the London Stock Exchange for admission
of the Shares to AIM and otherwise for the purposes of the AIM Rules on the
terms set out in this agreement and the Broker hereby accepts such
appointment. The Company hereby confirms that the appointment of the Broker
hereunder confers on the Broker all powers, authorities and discretions on
behalf of the Company which are reasonably necessary for, or reasonably
incidental to, its role as the Company's nominated broker and the Company
hereby agrees to ratify and confirm everything which the Broker may
lawfully do in that capacity and pursuant to those powers, authorities and
discretions.
2.2 The Broker's services as nominated broker will comprise the following:-
(a) using its reasonable endeavours to find during the "mandatory quote
period" (as defined in the AIM Rules) matching business in the
Company's securities if there is no market maker registered in respect
of such securities;
(b) inputting to SEATS PLUS (or any such replacement) such information in
relation to the Company as the London Stock Exchange may specify from
time to time which information the Company undertakes to supply
promptly to the Broker upon request being made by the Broker; and
(c) providing all the services (specified from time to time) in the AIM
Rules as being the responsibility of the nominated broker.
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2.3 Notwithstanding anything to the contrary in clauses 2.1 and 2.2 the Broker
shall be under no obligation to carry out any research on behalf of or in
relation to the Company or to prepare or publish any broker's research note
or report or any other research or forecast of any nature whatsoever
relating to the Company.
2.4 The Broker confirms to the Company that it is approved by the London Stock
Exchange to act as nominated broker to the Company for the purposes of the
AIM Rules. The Broker undertakes to advise the Company immediately upon the
Broker being notified by the London Stock Exchange that such approval has
been withdrawn.
2.5 Subject to clause 2.6 and clause 4, the appointment shall be for an initial
period of 12 months from the date hereof and thereafter unless and until
terminated by not less than three months' notice by either the Company or
the Broker.
2.6 In the event that the IPO Agreement is terminated in accordance with its
terms or in the event that Admission has not taken place by 2.30 p.m. on
(or such later time and/or date as the Company and the Broker may agree)
this agreement shall ipso facto cease and determine and, except as regards
any breach of any provision of this agreement which has occurred prior to
such termination, no party shall have any claim against any other party for
any costs, damages, compensation or otherwise hereunder save that the
provisions of clauses 1, 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall continue
to apply in accordance with their respective terms.
3. FEES AND EXPENSES
3.1 The Broker shall be entitled to charge such fees as may be agreed from time
to time in respect of services to be provided as may be agreed between the
Company and the Broker from time to time.
3.2 The Company shall reimburse the Broker the amount of any reasonably and
properly incurred or paid expenses which the Broker may during the course
of the appointment hereunder or in connection with the IPO pay or have paid
or incurred on behalf of the Company. Such expenses shall be paid by the
Company within 15 Business Days of production of an appropriate invoice.
3.3 Where pursuant to clause 3.2 or clause 6 a sum (a "Relevant Sum") is to be
paid or reimbursed to the Broker in respect of any cost or expense paid or
incurred by the Broker and that cost or expense includes an amount in
respect of VAT (the "VAT Element"), the Company shall pay an amount to the
Broker in respect of the VAT Element that shall be determined as follows:-
(a) if the Relevant Sum constitutes for VAT purposes payment to the Broker
for the supply by it of goods or services to the Company, a sum equal
to the proportion of the VAT Element that the Broker certifies as
representing irrecoverable input tax in the hands of the Broker, that
certificate to be conclusive save in the case of manifest error; and
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(b) if the Relevant Sum constitutes for VAT purposes the reimbursement of a
cost or expense incurred by the Broker as agent for the Company, a sum
equal to the whole of the VAT Element,
and where a sum equal to the VAT Element has been reimbursed to the Broker
under clause 3.3(b) above, the Broker shall provide the Company with a
proper tax invoice in respect of the supply to which the Relevant Sum
relates, that is to say a tax invoice naming the Company as the recipient
of the supply and issued either by the Broker or, if the Broker has treated
the relevant cost or expense as a disbursement for VAT purposes, by the
person making the supply.
3.4 If the performance by the Broker of any of its obligations under this
agreement shall represent for VAT purposes the making by the Broker of any
supply of goods or services to the Company that is taxable at a positive
rate, the Company shall pay to the Broker, in addition to the amounts
otherwise payable by the Company to the Broker pursuant to this agreement
(including, without limitation, amounts payable by the Company to the
Broker pursuant to clause 3.2), an amount equal to the VAT chargeable on
any such supply, that payment to be made within seven days of the Broker
requesting the same and against production by the Broker of a proper tax
invoice.
4. TERMINATION
4.1 The Company shall be entitled to terminate this agreement forthwith if the
Broker shall be in material breach of its obligations hereunder or if the
Broker shall cease to be registered as a nominated broker for the purpose
of the London Stock Exchange.
4.2 The Broker shall be entitled to terminate this agreement forthwith if:-
(a) the Broker shall become aware of:-
(i) any breach by the Company or any of the Directors of any of their
respective obligations under this agreement or the AIM Rules or the
Model Code or the POS Regulations or the FSA or any other laws or
regulations to which the Company and/or its directors are subject from
time to time; or
(ii) any fraudulent act by such persons; or
(b) any warranty or representation given in the IPO Agreement is found to be
either untrue, inaccurate or misleading, in any material respect or any
other term of the IPO Agreement is breached in any material respect by the
Company or the Directors; or
(c) an administration order is made in relation to the Company or a receiver is
appointed over an asset of the Company; or
(d) the Company makes an arrangement or composition with its creditors
generally or makes an application to a court of competent jurisdiction for
protection from its creditors generally; or
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(e) the Company passes a resolution for its winding up, a court of
competent jurisdiction makes an order for the Company's winding up or
a petition is presented for the Company's winding up which is not
dismissed within seven days (other than, in each case, for the
purposes of solvent amalgamation or reconstruction and in such manner
that the entity resulting from the amalgamation or reconstruction
effectively agrees to be bound by or assume the Company's obligations
under this agreement); or
(f) any director of the Company or any person connected with a director of
the Company (as such term is defined in section 346 of the Act)
breaches the terms of any orderly market undertaking and/or lock-in
arrangement entered into with the Broker whether such undertakings or
arrangements constitute terms of the IPO Agreement or a stand-alone
agreement.
4.3 The Company shall notify the Broker promptly upon becoming aware that any
of the events or circumstances set out in clause 4.2 has occurred.
4.4 In the event that this agreement is terminated pursuant to clauses 4.1 or
4.2, except in relation to:-
(a) any breach of any provision of this agreement prior thereto; and
(b) any right to damages or other remedy which the terminating party may
have in respect of the event or circumstance which gave rise to the
termination; and
(c) the rights of the Broker in respect of its fees and expenses as set
out in clause 3, which will remain in full force and effect to the
extent that the Company shall be obliged to pay to the Broker such
fees and expenses on a pro rata basis up to the effective date of
termination of its appointment to the extent that the same have not
already been paid in accordance with clause 3 (and the Broker shall
rebate to the Company any amount of overpayment),
no party shall have any claim against any other for any costs, damages,
compensation or otherwise hereunder save that the provisions of clauses 1,
4, 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall continue to apply in accordance
with their respective terms.
5. CONTINUING OBLIGATIONS
5.1 The Company shall until the Broker ceases to be the Company's nominated
broker:-
(a) notify the Broker in advance of and discuss with the Broker:-
(i) any proposal to pay or make any dividend or other distribution
or to pass any dividend or interest payment;
(ii) any preliminary announcement of final results or announcement
of interim results;
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(iii) any proposed material change in capital structure or material
borrowing requirements of any Group Company;
(iv) any proposed transaction which would be a substantial
transaction, if undertaken, as set out in rule 16.23 of the AIM
Rules;
(v) any information which is notifiable under the provisions of the
Act or the AIM Rules forthwith on the same becoming known by
the Company;
(vi) the appointment of any new director of the Company;
(vii) any decision to materially change the general character or
materially change the nature of the business of any Group
Company; and
(viii) particulars of any proposed dealings by directors or officers
(or any person connected with the directors) in any of the
securities of the Company;
(b) forward to the Broker not less than Business Days prior to despatch
thereof to shareholders two copies of proofs, for information and
consultation, of all circulars and other documents to holders of the
Company's securities;
(c) forward to the Broker:-
(i) six copies of all circulars, notices, reports, announcements or other
documents at the same time as they are issued to shareholders; and
(ii) six copies of all resolutions passed by the Company other than
resolutions concerning ordinary business at an annual general meeting;
and
(d) comply with the requirements of the AIM Rules (including for the avoidance
of doubt the Model Code).
6. BROKER'S INDEMNITY
6.1 No claim shall be made against any Relevant Person by the Company, the
Directors or any of them to recover any damage, loss, cost or expense which
the Company or any of its shareholders, directors, officers, agents or
employees or any other person may suffer or incur or claim to have suffered
or incurred by reason of or arising out of the carrying out or performance
by the Broker, or on its behalf, of any obligations or services (or
exercise of rights) hereunder or otherwise in connection with the Broker
being appointed nominated broker to the Company unless and to the extent
that such loss or damage results from the negligence, wilful default, or
fraud of the Broker.
6.2 The Company undertakes to and with the Broker (for itself and, on the basis
that it shall enjoy an absolute discretion as to the enforcement of any
claim under this clause 6.2, as trustee for each and every Relevant Person)
to indemnify each Relevant Person and hold each Relevant Person fully and
effectively harmless from and against all claims, actions, demands,
proceedings, liabilities or judgments made, brought, threatened or
established
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against any Relevant Person (whether or not successful, compromised or
settled) in any jurisdiction by any subscriber, allottee, acceptor, buyer,
placee or underwriter of any of the Shares pursuant to the IPO or any
subsequent buyer or transferee thereof or by any other person, governmental
agency or regulatory body whatsoever and against all liabilities, losses,
costs, charges, expenses and taxes which any Relevant Person may pay,
suffer or incur (including, but not limited to, those paid, suffered or
incurred in investigating, seeking advice as to defending or disputing any
claim, action, liability, demand or proceedings and/or in establishing its
right to be indemnified pursuant to this clause 6.2 and/or in seeking
advice as to any claim, action, liability, demand or proceedings aforesaid
or in any way related or in connection with this indemnity or the IPO or
the Broker carrying out its services to the Company pursuant to this
agreement) and which in any such case is occasioned by or results from or
is attributable to or would not have arisen but for (in each case whether
directly or indirectly):-
(a) any breach, or alleged breach, by the Company of any of its
obligations under this agreement or of any of the warranties set out
in the IPO Agreement;
(b) the Admission Document not containing, or being alleged not to
contain, all the information required by law or regulation (including,
for the avoidance of doubt, the POS Regulations and the AIM Rules) to
be contained therein or any statement contained in the Admission
Document being, or being alleged to be, untrue, inaccurate, misleading
or defamatory in any respect or not based on reasonable grounds or any
misrepresentation or alleged misrepresentation by whomsoever being
contained or being alleged to be contained in the Admission Document;
or
(c) any breach, or alleged breach, of the laws or regulations of any
country in connection with the IPO or the distribution of the
Admission Document or any failure, or alleged failure, to comply with
any such laws or regulations; or
(d) the approval or issue by any Relevant Person of any press release or
of any investment advertisement (as defined in section 57(2) of the
FSA) issued by or on behalf of the Company; or
(e) the performance by the Broker, or on its behalf, of any of its
obligations or services (or exercise of rights) under this agreement
or otherwise in connection with the IPO or its appointment as
nominated broker and the preparation and distribution of the Admission
Document; or
(f) any of the transactions expressly contemplated by this agreement,
unless and to the extent that the same result from the negligence, wilful
default or fraud of the Broker provided that a Relevant Person shall not be
entitled to be indemnified pursuant to this clause 6.2 in respect of any
liabilities, losses, costs, charges, expenses or taxes suffered or incurred
by such person as a result of it having been required to subscribe or
purchase Shares under the IPO Agreement unless such liabilities, losses,
costs, charges, expenses and taxes are occasioned by, or result from, or
are attributable to or would not have arisen but for (in each case directly
or indirectly) any breach by the Company of any of its obligations under
this agreement.
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6.3 The Broker shall, as soon as practicable after becoming aware of any claim
made or threatened against any Relevant Person in respect of which
indemnity may be sought pursuant to clause 6.2, notify the Company in
writing thereof and enter into and thereafter maintain consultation with
the Company on all material aspects of such claim and, subject to the
Broker and any other Relevant Person subject to the claim being fully
indemnified and secured by the Company to the reasonable satisfaction of
the Broker against all costs, damages and expenses thereby incurred, the
Broker shall, at the request of the Company, take such action as the
Company may reasonably require to avoid, dispute, resist, appeal,
compromise or defend any such claim unless in the reasonable opinion of the
Broker the repute or standing of the Broker or any other Relevant Person
would thereby be adversely affected.
7. TIME OF THE ESSENCE
Save as otherwise expressly provided, time is of the essence to every
obligation of this agreement and any agreement amending or substituting its
terms.
8. WAIVER
8.1 A waiver of any term, provision or condition of, or consent granted under,
this agreement shall be effective only if given in writing and signed by
the waiving or consenting party and then only in the instance and for the
purpose for which it is given.
8.2 No failure or delay on the part of any party in exercising any right, power
or privilege under this agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.
8.3 No breach of any provision of this agreement shall be waived or discharged
except with the express written consent of the parties.
8.4 The rights and remedies herein provided are cumulative with and not
exclusive of any rights or remedies provided by law.
9. INVALIDITY
If any provision of this agreement is or becomes (whether or not pursuant
to any judgment or otherwise) invalid, illegal or unenforceable in any
respect under the law of any jurisdiction:-
(a) the validity, legality and enforceability under the law of that
jurisdiction of any other provision; and
(b) the validity, legality and enforceability under the law of any other
jurisdiction of that or any other provision,
shall not be affected or impaired in any way thereby.
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10. NOTICES
10.1 Any notice, demand or other communication given or made under or in
connection with the matters contemplated by this agreement shall be in
writing and shall be delivered personally or sent by fax or prepaid first
class post (air mail if posted to or from a place outside the United
Kingdom):-
in the case of the Company to:-
Keryx Biopharmaceuticals, Inc.
Kiryat Mada 5
Har Hotzvim
Jerusalem
Israel 91326
Fax: 00 972 2537 5098
Attention: Robert Trachtenberg
in the case of the Nominated Adviser to:-
WestLB Panmure Limited
New Broad Street House
35 New Broad Street
London EC2M 1SQ
Fax: 020 7860 1370
Attention: Chris Collins Esq.
and shall be deemed to have been duly given or made as follows:-
(a) if personally delivered, upon delivery at the address of the relevant
party;
(b) if sent by first class post, two Business Days after the date of
posting;
(c) if sent by air mail, five Business Days after the date of posting; and
(d) if sent by fax, when despatched provided always that a fax
transmission report provides evidence of the successful transmission
of the same;
provided that if, in accordance with the above provision, any such notice,
demand or other communication would otherwise be deemed to be given or made
after 5.00 p.m. such notice, demand or other communication shall be deemed to be
given or made at 9.00 a.m. on the next Business Day.
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10.2 A party may notify the other parties to this agreement of a change to its
name, relevant addressee, address or fax number for the purposes of clause
10.1 provided that such notification shall only be effective on:-
(a) the date specified in the notification as the date on which the change is
to take place; or
(b) if no date is specified or the date specified is less than five Business
Days after the date on which notice is given, the date falling five
Business Days after notice of any such change has been given.
11. COUNTERPARTS
This agreement may be executed in any number of counterparts which together
shall constitute one agreement. Any party may enter into this agreement by
executing a counterpart and this agreement shall not take effect until it
has been executed by all parties.
12. ENTIRE AGREEMENT
12.1 Each party on behalf of itself and as agent for each of its Related Persons
acknowledges and agrees with the other party (each such party acting on
behalf of itself and as agent for each of its Related Persons) that:-
(a) this agreement together with the Nominated Adviser Agreement between
the Nominated Broker and the Company of even date herewith and any
other documents referred to in this agreement (together the
"Transaction Documents") constitutes the entire and only agreement
between the parties and their respective Related Persons relating to
the subject matter of the Transaction Documents; and
(b) neither it nor any of its Related Persons have been induced to enter
into any Transaction Document in reliance upon, nor have they been
given, any warranty, representation, statement, assurance, covenant,
agreement, undertaking, indemnity or commitment of any nature
whatsoever other than as are expressly set out in the Transaction
Documents and, to the extent that any of them have been, it (acting on
behalf of itself and as agent on behalf of each of its Related
Persons) unconditionally and irrevocably waives any claims, rights or
remedies which any of them might otherwise have had in relation
thereto;
PROVIDED THAT the provisions of this clause 12.1 shall not exclude any
liability which any of the parties or, where appropriate, their Related
Persons would otherwise have to any other party or, where appropriate, to
any other party's Related Persons or any right which any of them may have
to rescind this agreement in respect of any statements made fraudulently by
any of them prior to the execution of this agreement or any rights which
any of them may have in respect of fraudulent concealment by any of them.
12.2 This agreement may be varied only by a document signed by both of the
parties.
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13. MISCELLANEOUS
13.1 Broker not providing legal advice
The Company acknowledges that the Broker is not responsible for providing
any legal advice to the Company in respect of any laws and regulations
applicable to the Company and the Company undertakes to obtain appropriate
legal advice in respect of these matters.
13.2 Broker's services subject to SFA Rules
The Company acknowledges that all services provided by the Broker pursuant
to this agreement and the IPO Agreement are subject to the rules and
regulations from time to time of The Securities and Futures Authority
Limited (or any replacement body which takes over its functions) (the "SFA
Rules") and to the applicable rules and regulations for the time being of
the Bank of England and the Securities and Investments Board. In providing
its services, the Nominated Adviser is proposing to treat the Company as a
"non-private customer" within the meaning of the SFA Rules and, as such,
the Company will not obtain the benefit of those SFA Rules designed
exclusively for the protection of private customers.
13.3 Assignment
(a) This agreement shall be binding upon and inure for the benefit of the
successors in title of the parties but, except as set out in clause
13.3(b), shall not be assignable by any party without the prior
written consent of the other.
(b) The Broker may assign the bene fit of this agreement to any
undertaking which is, whether on or at any time after the date hereof,
its subsidiary undertaking or its parent undertaking.
14. GOVERNING LAW AND JURISDICTION
14.1 Any dispute, controversy or claim of whatever nature arising out of or
relating to this agreement or breach of this agreement shall be governed by
and this agreement shall be construed in all respects in accordance with
English law.
14.2 The Company agrees that the courts in England are to have exclusive
jurisdiction to hear and decide any action or proceedings and/or to settle
any disputes which do or might arise out of or in connection with this
agreement and for the purpose of enforcement of any judgment against any of
their respective assets ("Proceedings"). Nothing in this agreement shall
(or shall be construed so as to) limit the right of either party to take
Proceedings against the other in the courts of any country in which either
party has assets to enforce a judgement obtained in England.
14.3 The parties agree that service of any claim form, notice or other document
for the purpose of any proceedings begun in England shall be duly served
upon it if delivered or sent by registered post, in the case of:-
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(a) the Company to Morgan, Lewis & Bockius, 2 Gresham Street, London EC2V
7PE (marked for the attention of Zoe Ashcroft); and
(b) the Broker to its address as set out on page 1 hereof (marked for the
attention of Chris Collins Esq.),
or such other address in England and/or Wales as the Company (on behalf of
the Company or the Directors) shall notify the Broker in writing or vice
versa from time to time. Nothing contained in this clause 14.3 affects the
right to serve process in another manner permitted by law.
IN WITNESS whereof this agreement has been executed on the date first above
written.
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Signed by ))
for and on behalf of )
KERYX BIOPHARMACEUTICALS INC. )
in the presence of:-
Signed by )
for and on behalf of )
WESTLB PANMURE LIMITED )
in the presence of:- )
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