Exhibit 10.1
NBI HF, national ID no. 471008-0280,
Austurstraeti 11, Reykjavík (Landsbankinn herein) and deCODE
Genetics Inc, Sturlugata 8, 101 Reykjavík (deCODE herein)
enter into the following
AGREEMENT
regarding Landsbankinn’s purchase of
Securities (1. Auction Rate Securities), totaling at nominal value
USD33,500,000.- as specified in Appendix 1 to this agreement
(“the Securities” herein) from deCODE, on the right of
sale and right of purchase of the Securities, as further specified
in this agreement.
Article 1
deCODE undertakes to sell and Landsbankinn to
purchase the Securities and to pay for them in three phases,
further a) ISK750,000,000.- upon the signing of this agreement, b)
ISK375,000,000.- on 27 January 2009, and c) ISK250,000,000.-
on 13 February 2009, or totaling ISK1,375,000,000.-
(“the Purchase Price” herein), and the payments shall
be deposited into account no. 0115-26-3846 owned by Íslensk
erfdagreining EHF, national ID no. 691295-3549,
(‘“ÍE” herein).
Article 2
Considering that Landsbankinn has not examined
the contents of the Securities or whether and what kind of
restrictions exist regarding their transfer from deCODE to
Landsbankinn, deCODE guarantees towards Landsbankinn that deCODE is
authorized to transfer the Securities and that they are the
property of deCODE and free of any liens and encumbrances, or other
ownership-right restrictions. If, for some reason, it materializes
during the agreement’s period of validity that the transfer
of the Securities, one or more, was unauthorized, deCODE
furthermore guarantees that it will immediately redeem the
Securities and pay for them in conformity with Article 6 of
this agreement.
If it turns out during this agreement’s
period of validity that the payer of any of the Securities (one or
more) has sought composition, requested moratorium or been declared
insolvent, deCODE shall redeem all of the relevant Securities and
shall pay for them the amount Landsbankinn paid for the said
Securities, plus the required rate of return, i.e. an amount which
is the same percentage of the Purchase Price and the nominal value
of the said Securities of the total nominal value of the Securities
according to Appendix 1.
Article 3
Landsbankinn is not obligated to pay the
Purchase Price until the Securities have been transferred to the
bank in accordance with the instructions of Landsbankinn thereon,
and after the transfer, Landsbankinn shall have full rights
according to the Securities and shall furthermore bear all
commitments that they place upon the holder of their rights. The
Securities shall be delivered to the account of Landsbankinn no.
13151 at Clearstream, “Free-of-Payment”.
Article 4
Landsbankinn shall have the right to demand that
deCODE purchases, as a whole, all of the Securities of the bank
(i.e. Put Option) and this right shall be active irrespective of
which of the following occurs first: a) upon receipt of the initial
payment and the signing of a binding purchase agreement of deCODE
and a third party on the sale of the majority or all share capital
of ÍE, or of the part of the activities of ÍE as
specified in Appendix 2 to this agreement, or b) that the time
strikes 12:00 noon on 16 December 2009. In both instances
deCODE shall have 14 days to finalize the purchase and to pay the
Repurchase Price to Landsbankinn.
Article 5
deCODE shall at any time have the right to
demand that Landsbankinn sells the Securities to deCODE (i.e. Call
Option) and this right shall remain throughout the
agreement’s period of validity. In order for deCODE being
able to exercise this right, the company must exercise this right
wholly, i.e. to buy all the Securities in full, not in
part.
Article 6
Upon repurchase/sale of the Securities in
accordance with Articles 4 or 5 above, the Securities’ sales
price shall be the Purchase Price plus Reibor interest as
registered on the day of the signing of this agreement, plus a 5%
interest differential p.a. (“the Repurchase Price”
herein). Payments in respect of the purchase of the Securities, cf.
Articles 4 or 5, shall be in cash.
Article 7
A party wishing to exercise its sales
right/purchase right, cf. Articles 4 and 5 above, shall send a
notification thereon to the counterparty and the delivery date of
the Securities shall be 14 days after the notification is received
about the e
