SEPARATION AND DISTRIBUTION AGREEMENT

EXHIBIT 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

BENTLEY PHARMACEUTICALS, INC.

and

CPEX PHARMACEUTICALS, INC.

Dated as of June 13, 2008

TABLE OF CONTENTS

				Page
ARTICLE I
DEFINITIONS
Section 1.1		General			1
Section 1.2		References; Interpretation			11
ARTICLE II
THE SEPARATION
Section 2.1		General			11
Section 2.2		Transfer of Assets and Assumption of Liabilities			11
Section 2.3		Governmental Approvals; Consents			12
Section 2.4		Deferred Transfers			13
Section 2.5		Termination of Agreements			14
Section 2.6		Disclaimer of Representations and Warranties			14
ARTICLE III
THE DISTRIBUTION
Section 3.1		The Distribution			15
Section 3.2		Actions in Connection with the Distribution			15
Section 3.3		Conditions to Distribution			16
Section 3.4		Fractional Shares			17
ARTICLE IV
INSURANCE
Section 4.1		Policies and Rights Included Within the CPEX Assets			17
Section 4.2		Post-Distribution Date Claims			18
Section 4.3		Insured Liabilities			18
ARTICLE V
RELEASES AND INDEMNIFICATION
Section 5.1		Release of Pre-Distribution Claims			19
Section 5.2		Indemnification by CPEX			21
Section 5.3		Indemnification by Bentley			21
Section 5.4		Reduction for Insurance Proceeds and Other Recoveries			22

Section 5.5		Procedures For Indemnification of Third Party Claims			22
Section 5.6		Additional Matters			24
Section 5.7		Survival of Indemnities			24
ARTICLE VI
CERTAIN COVENANTS AND OTHER AGREEMENTS OF THE PARTIES
Section 6.1		Restriction on Employee Solicitation and Hiring			25
Section 6.2		Legal Names.			25
ARTICLE VII
CONFIDENTIALITY
Section 7.1		Confidentiality			25
Section 7.2		Protective Arrangements			26
ARTICLE VIII
ACCESS TO INFORMATION AND SERVICES
Section 8.1		Provision of Corporate Records			27
Section 8.2		Access to Information			27
Section 8.3		Production of Witnesses			28
Section 8.4		Reimbursement			28
Section 8.5		Privileged Matters			28
ARTICLE IX
DISPUTE RESOLUTION
Section 9.1		Disputes			30
Section 9.2		Arbitration			30
Section 9.3		Arbitration Procedure			30
Section 9.4		Confidentiality			32
ARTICLE X
FURTHER ASSURANCES
Section 10.1		Further Assurances			32
ARTICLE XI
TERMINATION
Section 11.1		Termination			33

ARTICLE XII
MISCELLANEOUS
Section 12.1		Counterparts; Entire Agreement			34
Section 12.2		Governing Law			34
Section 12.3		Tax Matters			34
Section 12.4		Assignability			34
Section 12.5		Third Party Beneficiaries			35
Section 12.6		Notices			35
Section 12.7		Severability			35
Section 12.8		Publicity			35
Section 12.9		Expenses			36
Section 12.10		Headings			36
Section 12.11		Survival of Covenants			36
Section 12.12		Waivers of Default			36
Section 12.13		Specific Performance			36
Section 12.14		Amendments			36
Section 12.15		Waiver of Jury Trial			36

EXHIBITS

     Exhibit A – CPEX Employees

SEPARATION AND DISTRIBUTION AGREEMENT

          THIS SEPARATION AND DISTRIBUTION AGREEMENT (including all Exhibit and Schedules hereto, the “ Agreement ”), dated as of June 13, 2008, is entered into by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“ Bentley ”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“ CPEX ”) (each a “ Party ” and collectively, the “ Parties ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1 hereof.

R E C I T A L S

          WHEREAS, the Board of Directors of Bentley has determined that it is appropriate, desirable and in the best interests of Bentley and its stockholders to separate its two businesses, the specialty generics business and drug delivery business, into Bentley and CPEX respectively, two publicly-traded companies, by means of the Distribution, all as more fully described in this Agreement and the Ancillary Agreements (the “ Separation ”);

          WHEREAS, in order to effect the Separation, the Board of Directors of Bentley has further determined that it is appropriate, desirable and in the best interests of Bentley and its stockholders to distribute to holders of shares of Bentley Common Stock, on a pro rata basis, all of the issued and outstanding shares of common stock, par value $0.01 per share, of CPEX (such shares, the “ CPEX Common Stock ”, and such distribution, the “ Distribution ”); and

          WHEREAS, the Parties intend in this Agreement to set forth the principal corporate arrangements between the Parties with respect to the Separation and the Distribution.

          NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, Bentley and CPEX mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 General . As used in this Agreement, the following capitalized terms shall have the following meanings:

               “ Acquired Person ” shall have the meaning set forth in Section 6.2(a) .

               “ Action ” shall mean any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

               “ Affiliate ” shall mean, when used with respect to a specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person, including, without limitation, a Subsidiary (as defined below). As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by contract or otherwise; provided that if control is deemed solely on the basis of ownership of voting securities or other interests, such ownership must be in excess of twenty percent (20%) of the then outstanding shares of common stock or the combined voting power of such Person.

               “ Agent ” shall have the meaning set forth in Section 3.1(a) .

               “ Ancillary Agreements ” shall mean all of the agreements, instruments, understandings, assignments or other arrangements entered into in connection with the transactions contemplated hereby, including, without limitation, the Transition Services Agreement, Tax Sharing Agreement and Employee Matters Agreement.

               “ Assets ” shall mean assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other Third Parties or elsewhere on behalf of the owner), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the records or financial statements of any Person, including the following:

               (i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

               (ii) all computers and other electronic data processing and communications equipment, fixtures, machinery, equipment (including, without limitation, all laboratory equipment and related materials), furniture, office equipment, vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

               (iii) all inventories of products, goods, materials, parts, raw materials and supplies;

               (iv) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

               (v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

               (vi) all Contracts and any rights or claims (whether accrued or contingent) arising under any Contracts;

               (vii) all deposits and letters of credit;

               (viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other Third Parties;

               (ix) all Intellectual Property;

               (x) all Software;

               (xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

               (xii) all prepaid expenses, trade accounts and other accounts;

               (xiii) all rights under Contracts, all claims or rights against any Person, whether arising in tort, contract or otherwise, whether accrued or contingent;

               (xiv) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

               (xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

               (xvi) all cash or cash equivalents, bank accounts, brokerage accounts, lock boxes and other deposit arrangements; and

               (xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

               “ Bentley Books and Records ” shall have the meaning set forth in Section 8.1(b) .

               “ Bentley Business ” shall mean all of the business and operations of Bentley and its Subsidiaries other than the CPEX Business.

               “ Bentley Common Stock ” shall mean the Common Stock, $0.02 par value per share, of Bentley.

               “ Bentley Employee ” shall mean an active employee or an employee on vacation or on approved leave of absence (including maternity, paternity, family, sick leave, salary continuation, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves) who, on the Distribution Date, is employed or will be employed by Bentley or any member of the Bentley Group.

               “ Bentley Group ” shall mean Bentley and each Person, other than any member of the CPEX Group, that is an Affiliate of Bentley immediately after the Distribution Date or that becomes an Affiliate of Bentley after the Distribution Date.

               “ Bentley Liabilities ” shall mean the Liabilities of the Bentley Group which, for the avoidance of doubt, shall not include any CPEX Liabilities.

               “ Bentley Policies ” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Bentley (or any of its predecessors), which relate only to the Bentley Business.

               “ Change in Control ” shall mean the occurrence, after the date hereof, of any of the following events: (a) the acquisition by a person, entity, or “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) of securities of a Party that results in such person, entity or group having beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of common stock or the combined voting power of such Party’s then outstanding voting securities entitled to vote generally in the election of directors or; (b) approval by a Party’s shareholders of a reorganization, merger or consolidation, in each case, with respect to which persons who were such Party’s shareholders immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than fifty percent (50%) of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated then outstanding securities; or (c) approval of the board of directors and, if required, a Party’s shareholders of a liquidation or

dissolution of such Party (other than pursuant to the United States Bankruptcy Code) or the sale of all or substantially all of the assets of such Party.

               “ Combined Books and Records ” shall have the meaning set forth in Section 8.1(c) .

               “ Commission ” shall mean the United States Securities and Exchange Commission or any successor agency thereto.

               “ Consents ” shall mean any consents, waivers or approvals from, or notification requirements to any Third Parties.

               “ Contract ” shall mean any contract, obligation, indenture, agreement, lease, purchase order, commitment, permit, license, note, bond, mortgage, arrangement or undertaking (whether written or oral and whether express or implied) that is legally binding on any Person or any part of its property under applicable Law, but excluding this Agreement and any Ancillary Agreement save as otherwise expressly provided in this Agreement or any Ancillary Agreement.

               “ CPEX Assets ” shall mean:

               (i) any and all Assets reflected in the CPEX Balance Sheet, including without limitation any and all interests in Bentley Park, LLC, any and all Intellectual Property used primarily in the CPEX Business and the Testim Royalties, and not disposed of by CPEX or Bentley between the date of the CPEX Balance Sheet and the Distribution Date;

               (ii) any and all Assets acquired by CPEX (or Bentley on behalf of CPEX) after the date of the CPEX Balance Sheet that would be reflected in the balance sheet of CPEX as of the Distribution Date, if such balance sheet was prepared by CPEX in accordance with the same accounting principles under which the CPEX Balance Sheet was prepared (which Assets shall include, for the avoidance of doubt, (a) cash and cash equivalents to be transferred by Bentley to CPEX on or prior to the date hereof in an amount not to exceed $8 million in the aggregate and (b) the Testim Royalties).

               (iii) any and all other Assets primarily used or held for use in connection with the CPEX Business, but only to the extent not used or held for use in the Bentley Business; and

               (iv) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) to be transferred to CPEX.

For the avoidance of doubt, CPEX Assets shall not include any cash or cash equivalents other than as described in clause (ii) above or any net operating losses of Bentley and its Subsidiaries, whether or not relating to the CPEX Group or the CPEX Business.

               “ CPEX Balance Sheet ” shall mean the consolidated balance sheet of CPEX, dated as of March 31, 2008, included in the Form 10 and attached hereto as Schedule 1.1.

               “ CPEX Books and Records ” shall have the meaning set forth in Section 8.1(a) .

               “ CPEX Business ” shall mean all of the business and operations of the drug delivery segment of Bentley as described in the Form 10.

               “ CPEX Employees ” shall mean all employees listed on Exhibit A hereto.

               “ CPEX Group ” shall mean CPEX and each Person that is an Affiliate of CPEX immediately after the Distribution Date or that becomes an Affiliate of CPEX after the Distribution Date.

               “ CPEX Liabilities ” shall mean:

               (i) any and all Liabilities reflected in the CPEX Balance Sheet and outstanding on the Distribution Date, other than any Liabilities reflected in the CPEX Balance Sheet as a result of an allocation of liabilities for SEC accounting purposes;

               (ii) any and all Liabilities resulting from or accrued in the operation of the CPEX Business after the date of the CPEX Balance Sheet that would be reflected in the balance sheet of CPEX as of the Distribution Date if such balance sheet was prepared by CPEX in accordance with the same accounting principles under which the CPEX Balance Sheet was prepared;

               (iii) any and all Environmental Liabilities whether arising prior to, on or after the Distribution Date;

               (iv) any and all Liabilities, including any employee-related Liabilities, relating to, arising out of or resulting from:

                    (1) the operation of the CPEX Business or any other business conducted by any member of the CPEX Group, at any time prior to, on

or after the Distribution Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));or

                    (2) any CPEX Asset(s);

               (v) any and all other Liabilities of CPEX relating to, arising out of or resulting from CPEX’s performance or obligations under any Ancillary Agreement or this Agreement; and

               (vi) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) to be transferred to CPEX.

For the avoidance of doubt, CPEX Liabilities shall not include any Liabilities based upon or relating to Actions involving Bentley Employees or Former Bentley Employees.

               “ CPEX Policies ” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Bentley or any of its Affiliates or predecessors, which relate only to the CPEX Business and are assignable to the CPEX Group.

               “ CPR ” shall have the meaning set forth in Section 9.3 .

               “ Distribution ” shall have the meaning set forth in the recitals hereto.

               “ Distribution Date ” shall mean the date on which the Distribution to the Bentley stockholders is effective.

               “ Environmental Laws ” shall mean any environmental laws, rules and regulations of any jurisdiction.

               “ Environmental Liabilities ” shall mean any Liabilities relating to Environmental Laws.

               “ Exchange ” shall mean the NASDAQ Capital Market.

               “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time that reference is made thereto.

               “ Excluded Assets ” shall mean any and all Assets of Bentley except as may be expressly transferred to CPEX pursuant to this Agreement and any and all Assets relating to the manufacturing and supply of generic or branded generic drugs.

               “ Form 10 ” shall mean the registration statement on Form 10 filed by CPEX with the Commission relating to the CPEX Common Stock, as amended from time to time.

               “ Former Bentley Employee ” shall mean, as of the Distribution Date, any individual who, before the Distribution Date, terminated employment with Bentley or its predecessors or any member of the Bentley Group and is not listed on Exhibit A to this Agreement, other than any Former CPEX Employee.

               “ Former CPEX Employee ” shall mean, as of the Distribution Date, any individual who, before the Distribution Date, terminated employment with Bentley or its predecessors or any member of the Bentley Group and whose principal services to the Bentley Group related to the CPEX Business.

               “ Governmental Approvals ” shall mean any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

               “ Governmental Authority ” shall mean any federal, state, local, foreign or international court, government department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

               “ Group ” shall mean either the Bentley Group or the CPEX Group.

               “ Indemnifying Party ” shall have the meaning set forth in Section 5.4(a) .

               “ Indemnitee ” shall have the meaning set forth in Section 5.4(a) .

               “ Indemnity Payment ” shall have the meaning set forth in Section 5.4(a) .

               “ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including without limitation, studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

               “ Insurance Proceeds ” shall mean those monies (i) received by an insured from an unaffiliated Third Party insurer under any Third Party Shared Policy, or (ii) paid by such Third Party insurer on behalf of an insured under any Third Party Shared Policy, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured.

               “ Insured Bentley Liabilities ” shall mean that portion of any Liability of Bentley to the extent, and only to the extent, that, with respect to such portion of such Liability, Insurance Proceeds of the Policies are actually recoverable by a member of the CPEX Group directly, as a holder, successor in interest or permitted assignee under the terms of the Policies in accordance with applicable Law, and not by any member of the Bentley Group.

               “ Insured CPEX Liabilities ” shall mean that portion of any CPEX Liability to the extent, and only to the extent, that, with respect to such portion of such Liability, Insurance Proceeds of the Policies are actually recoverable by a member of the Bentley Group directly, as a holder, successor in interest or permitted assignee under the terms of the Policies in accordance with applicable Law, and not by any member of the CPEX Group.

               “ Intellectual Property ” shall mean all intellectual property and industrial property rights of any kind or nature, including all United States and foreign (i) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) trademarks and all goodwill associated therewith, (iii) copyrights and copyrightable subject matter, whether statutory or common law, registered or unregistered and published or unpublished, (iv) rights of publicity, (v) moral rights and rights of attribution and integrity, (vi) rights in Software, (vii) trade secrets and all other confidential and proprietary information, know-how, inventions, improvements, processes, formulae, models and methodologies, (viii) rights to personal information, (ix) telephone numbers and internet protocol addresses, (x) applications and registrations for the foregoing, and (xi) rights and remedies against past, present, and future infringement, misappropriation, or other violation of the foregoing.

               “ Law ” shall mean any United States or non-United States federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

               “ Liabilities ” shall mean any and all debts, liabilities, and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable of any kind or nature whatsoever, including those arising under any Law or Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority, and those arising under any Contract or any fines, damages or equitable relief which may be imposed in connection with any of the foregoing and including all costs and expenses related thereto.

               “ Operations Data ” shall have the meaning set forth in Section 8.2 .

               “ Party ” shall have the meaning set forth in the preamble hereof.

               “ Person ” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any governmental entity.

               “ Policies ” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including without limitation primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, business interruption, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

               “ Record Date ” shall mean the close of business on the date to be determined by the Bentley Board of Directors as the record date for the Distribution.

               “ Rules ” shall have the meaning set forth in Section 9.3 .

               “ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under security Laws.

               “ Separation ” shall have the meaning set forth in the recitals hereto.

               “ Shared Policies ” shall mean all Policies, entered prior to the Distribution Date which are between or among a member of the Bentley Group, CPEX Group or any of their respective Affiliates and one or more Third Parties that benefit both the Bentley Business and the CPEX Business.

               “ Software ” shall mean all computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, and technology supporting the foregoing, and all documentation, including flowcharts and other logic and design diagrams, technical, functional and other specifications, and user manuals and training materials related to any of the foregoing.

               “ Subsidiary ” shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by a Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.

               “ Testim Royalties ” shall mean any and all receivables or cash received pursuant to the license agreement by and between Bentley and Auxilium A ² , Inc. dated May 31, 2000, as amended.

               “ Third Party ” shall mean any Person other than Bentley, any Bentley Affiliate, CPEX and any CPEX Affiliate.

               “ Third Party Claim ” shall have the meaning set forth in Section 5.5(a) .

          Section 1.2 References; Interpretation . References in this Agreement to the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules and Exhibit hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement). Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified. The word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive.

ARTICLE II

THE SEPARATION

          Section 2.1 General . Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to consummate the transactions contemplated hereby.

          Section 2.2 Transfer of Assets and Assumption of Liabilities .

               (a) Bentley shall and hereby does, on behalf of itself and the other members of the Bentley Group, as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed, to CPEX or a Subsidiary of CPEX all of Bentley’s and the other members’ of the Bentley Group’s right, title and interest in and to the CPEX Assets (the “ Transfer ”).

               (b) CPEX shall and hereby does, on behalf of itself and its Subsidiaries, as applicable, accept the Transfer from Bentley.

               (c) On or before the Distribution Date, Bentley shall transfer the CPEX Employees to CPEX.

               (d) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Distribution Date, CPEX shall, or shall cause one of its Subsidiaries to, accept, assume (or, as applicable, retain), perform, discharge and fulfill, in accordance with their respective terms, all the CPEX Liabilities, in each case, unless specified otherwise in the definition of CPEX Liabilities, regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) which entity is named in any action associated with any Liability and (iv) whether the facts on which they are based occurred prior to, on or after the date hereof. Notwithstanding the foregoing, CPEX shall not assume any Liability attributable to the failure of Bentley or its officers, directors, employees, agents or Affiliates to perform Bentley’s obligations to CPEX pursuant to this Agreement or the Ancillary Agreements.

               (e) If at any time (whether prior to or after the Distribution Date) either Party hereto or any member of a Group shall receive or otherwise possess an Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer or cause to be transferred, at such Party’s expense, for no additional consideration, such Asset, including any and all economic benefits generated from such Asset after the Distribution Date, to such Party hereto (or any member of such Party’s Group).

               (f) In furtherance of the Transfer and the assumption of the CPEX Liabilities by CPEX as set forth above, and simultaneously with the execution and delivery of this Agreement (i) Bentley shall execute and deliver, and shall cause its Affiliates to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the Transfer and (ii) CPEX shall execute and deliver, and shall cause its Affiliates to execute and deliver, to Bentley such bills of sale, stock powers, certificates of title, assumptions of contracts, indemnity agreements and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the CPEX Liabilities by CPEX.

          Section 2.3 Governmental Approvals; Consents .

               (a) To the extent that the Separation requires any Governmental Approvals, the Parties shall use reasonable best efforts to obtain any such Governmental Approvals. If and to the extent that the valid, complete and perfected transfer or assignment to CPEX of any CPEX Assets would be a violation of applicable laws or require any Governmental Approval in connection with the Separation or the Distribution, then, unless Bentley shall otherwise determine, the transfer or assignment to or from CPEX or one of its Subsidiaries, as the case may be, of such CPEX Assets or non-CPEX Assets, respectively, shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or each of such Governmental Approval has been obtained.

               (b) The Parties shall use reasonable best efforts to obtain any Consents required in connection with the transaction contemplated by this Agreement. Notwithstanding

the foregoing, no Party shall be obligated to pay any consideration therefore to any Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

          Section 2.4 Deferred Transfers .

               (a) If the transfer or assignment of any Assets intended to be transferred or assigned hereunder is not consummated prior to or on the Distribution Date, whether as a result of the provisions of Section 2.3 or for any other reason, then the Party retaining such Asset shall thereafter hold such Asset for the use and benefit of such Party entitled thereto if permitted by law.

               (b) If and when the Consents and/or Governmental Approvals, or any other impediments to transfer, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.3 or otherwise, are obtained or removed (as appropriate), the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

               (c) The Person retaining an Asset due to the deferral of the transfer of such Asset shall take such actions with respect to such Asset as may be reasonably requested by the Person entitled to the Asset.

               (d) If the Parties are unable to obtain, or to cause to be obtained, any such required Governmental Approvals, Consents, release, substitution or amendment pursuant to Section 2.3 or otherwise, the other Party or a member of such other Party’s Group shall continue to be bound by such Contract, license or other obligation, which does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who assumed or retained such Liability as set forth in this Agreement (the “ Liable Party ”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party’s Group thereunder from and after the Distribution Date; provided , however , that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Distribution Date. The Liable Party shall indemnify the other Party and the members of such other Party’s Group and hold each of them harmless against any and all Liabilities arising in connection therewith; provided , that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party’s Group with respect to any matter to the extent that such other Party has engaged in any violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Excluded Asset of such other Party pursuant to this Agreement). If and when any such Governmental Approval, Consent, release, substitution or amendment shall be obtained or such

agreement, lease, license or other rights or obligations shall otherwise become assignable or capable of novation, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

     Section 2.5 Termination of Agreements . Except with respect to this Agreement and the Ancillary Agreements (and agreements expressly contemplated herein or therein to survive by their terms) on behalf of the Parties and their respective Groups, the Parties hereby terminate any and all written or oral agreements, arrangements, commitments or understandings, between or among them, effective as of the Distribution Date; and each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

     Section 2.6 Disclaimer of Representations and Warranties . ON BEHALF OF THE PARTIES AND THEIR RESPECTIVE GROUPS, THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT HEREBY OR THEREBY, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS AND SO LONG AS THE TRANSFEROR IS IN COMPLIANCE WITH THE TERMS OF THIS AGREEMENT RELATING TO THE TRANSFER, THE TRANSFEREE SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT THE REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

THE DISTRIBUTION

     Section 3.1 The Distribution .

          (a) Subject to Section 3.3 , on or prior to the Distribution Date, for the benefit of and distribution to the holders of Bentley Common Stock on the Record Date, Bentley will deliver stock certificates, endorsed by Bentley in blank, to the distribution agent, American Stock Transfer and Trust Company (the “ Agent ”), representing all of the outstanding and issued shares of CPEX Common Stock then owned by Bentley or any member of the Bentley Group. Bentley shall instruct the Agent to electronically distribute on the Distribution Date the appropriate number of such shares of CPEX Common Stock to each such holder or designated transferee or transferees of such holder.

          (b) Subject to Section 3.4 , each holder of Bentley Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) share of CPEX Common Stock for each ten (10) shares of Bentley Common Stock held prior to the Distribution Date. No action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of CPEX Common Stock.

          (c) CPEX and Bentley, as the case may be, will provide to the Agent any and all information required in order to complete the Distribution.

     Section 3.2 Actions in Connection with the Distribution .

          (a) In connection with the Distribution, Bentley and CPEX shall prepare and mail to the holders of Bentley Common Stock such information concerning CPEX, the CPEX Business, operations and management, the Distribution, the Separation and such other matters as Bentley shall reasonably determine and as may be required by law.

          (b) CPEX shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. CPEX shall prepare and, in accordance with applicable Law, file with the Commission the Form 10, including amendments, supplements and any such other documentation which is necessary or desirable to effectuate the Distribution, and Bentley and CPEX shall each use reasonable best efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

          (c) Bentley and CPEX shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution.

          (d) Bentley and CPEX shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.3 to be sa