CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.***

Confidentiality Agreement

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INYX INC

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Title: CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.***
Date: 9/7/2005

EXHIBIT 2.1

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF

THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY

FILED WITH THE COMMISSION.***

Table of contents

Clause heading and number

Page number


1.	DEFINITIONS AND INTERPRETATION	1
2.	AGREEMENT TO SELL SHARES	8
3.	CONDITIONS	8
4.	CONDUCT PRIOR TO COMPLETION	9
5.	CONSIDERATION	13
6.	COMPLETION	13
7.	COMPLETION ADJUSTMENTS	16
8.	WARRANTIES AND INDEMNITIES	19
9.	LIMITATIONS ON WARRANTIES AND PURCHASER'S REMEDIES	23
10.	UNDERTAKINGS FROM THE PARTIES	23
11.	CONFIDENTIAL INFORMATION AND RECORDS	26
12.	FURTHER ASSURANCE	27
13.	PAYMENT IN RESPECT OF WARRANTIES AND INDEMNITIES	27
14.	COSTS	27
15.	ANNOUNCEMENTS	27
16.	VARIATIONS	28
17.	GOVERNING LAW AND JURISDICTION	28
18.	NOTICES	28
19.	ASSIGNMENT	28
20.	GUARANTEE	29
21.	GENERAL	30
22.	COUNTERPARTS	31
SCHEDULE 1		32
PART A		32
Vendor’s Completion Obligations		32
PART B		33
Purchaser’s Completion Obligations		33
SCHEDULE 2		34
SCHEDULE 3		36
PROPERTY		36
SCHEDULE 4		37
WARRANTIES		37
SCHEDULE 5		61
LIMITATION ON VENDOR'S LIABILITY		61
SCHEDULE 6		65
THE COMPANY		65
SCHEDULE 7		66
TAX COVENANT		66
SCHEDULE 8		76
PENSIONS		76
SIGNATURE PAGE		80

CONFIDENTIAL TREATMENT

DATED 25 AUGUST 2005

(1) UCB PHARMA LIMITED

- and -

(2) INYX EUROPE LIMITED

- and -

(3) INYX, INC.

AGREEMENT

for the

Sale and Purchase of the entire Issued Share Capital of

Celltech Manufacturing Services Limited

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