EX-10.10: SETTLEMENT AGREEMENT

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EXHIBIT 10.10

SETTLEMENT AGREEMENT AND RELEASE

This SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is made and entered

into as of the 30th day of July, 2007, by and between Rutherford Chemicals LLC,

Vertellus Specialties Holdings UK Ltd. (formerly Rutherford Chemicals UK Ltd.),

Vertellus Specialties UK Ltd. (formerly Seal Sands Chemicals Ltd.), and

Vertellus Specialties Holdings Corp. (formerly Rutherford Chemicals Holdings

Corp.) and Cambrex Corporation, Nepera, Inc., CasChem Inc., Zeeland Chemicals,

Inc. (a/k/a Zeeland, Inc.), Nepcam, Inc., and Cambrex Ltd. The signatories to

this Agreement will be referred to jointly as the "Parties."

RECITALS:

WHEREAS, certain of the Parties have been engaged in litigation regarding

the application of the Asset Purchase Agreement (defined below) in New York

State Supreme Court under the caption Rutherford Chemicals LLC et al. v. Cambrex

Corporation, et al., Index No. 601176/06; and

WHEREAS, to avoid the expense, uncertainty, and disruption of further

litigation, the Parties wish to resolve their disputes regarding the Asset

Purchase Agreement and intend this Agreement to effectuate the full, final and

complete resolution of the allegations, claims, and causes of action that have

been asserted in the Litigation, as defined herein; to further settle and

resolve certain additional claims that have not been raised in the Litigation,

including but not limited to all claims for payments of the Subordinated

Promissory Note as defined in the Asset Purchase Agreement and all additional

payments now or in the future that are or might be due and owing under the Asset

Purchase Agreement;

NOW, THEREFORE, in consideration of the covenants set forth in this

Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties hereby agree as

follows:

ARTICLE I

DEFINITIONS

1.1 "Asset Purchase Agreement" or "APA" means the Amended and Restated

Asset Purchase Agreement dated as of October 17, 2003, between Rutherford

Acquisition Corp. and Cambrex Corporation and the Sellers listed therein,

including the document entitled "Documents Executed and Delivered in Connection

with the Acquisition of The Rutherford Chemicals Business by Rutherford

Acquisition Corp." dated November 10, 2003.

1.2 "Assumed Liabilities" means the liabilities and obligations defined in

the APA and set forth on Annex A to the APA.

1.3 "Cambrex" means Defendants Cambrex Corporation, Nepera, Inc., CasChem

Inc., Zeeland, Inc., Nepcam, Inc., and Cambrex Ltd., and all subsidiaries,

successors and assigns.

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1.4 "Claims" means any and all claims asserted by Rutherford in the

Complaint, including but not limited to, all claims for money damages,

indemnification, breach of warranty and covenants, attorneys' fees, and all

claims for declaratory and injunctive relief.

1.5 "Closing" means the November 11, 2003 closing at which Rutherford

Acquisition Corp. concluded the purchase from Cambrex of the Rutherford

Facilities, as defined herein.

1.6 "Complaint" means the "Complaint for Indemnification, Breach of

Warranty and Covenants, Declaratory and Injunctive Relief" filed in the Supreme

Court of the State of New York, County of New York, on April 4, 2006.

1.7 "Counterclaims" means any and all Counterclaims asserted by Cambrex in

their Initial Answer and their First and Second Amended Answers and

Counterclaims, including but not limited to, all claims for money damages,

indemnification, damages or offsets for breach of warranty and covenants,

reformation, attorneys' fees, and all claims for declaratory and injunctive

relief.

1.8 "Environmental Escrow Agreement" means the agreement entered into by

the Parties to this Agreement and that is attached hereto and expressly made a

part of this Agreement.

1.9 "Environmental Laws" means all federal, state, local and foreign laws,

orders, and regulations relating to pollution or protection of the environment,

including, without limitation, ambient air, surface water, groundwater, surface

or subsurface strata, sediments, all fish, wildlife, biota and all other natural

resources, worker health, preservation or reclamation of natural resources (the

"Environment"), or to the management handling, use, generation, treatment,

storage, transportation, disposal, manufacture, distribution, formulation,

packaging, labeling, releases or threatened releases of, or exposure to,

Hazardous Materials, including without limitation: the Comprehensive

Environmental Response, Compensation, and Liability Act, 42 U.S.C. Sections 9601

et seq. ("CERCLA"), the Federal Water Pollution Control Act, 33 U.S.C. Sections

1251 et seq.; the Clean Air Act, 42 U.S.C. Sections 7401 et seq.; the Toxic

Substances Control Act, 15 U.S.C. Sections 2601 et seq.; the Occupational Safety

and Health Act, 29 U.S.C. Sections 651 et seq. (but solely as it relates to the

exposure of Hazardous Materials); the Emergency Planning and Community

Right-to-Know Act of 1986, 42 U.S.C. Sections 11001 et seq.; the Safe Drinking

Water Act, 42 U.S.C. Sections 300(f) et seq.; the Hazardous Materials

Transportation Act, 49 U.S.C. Sections 1801 et seq.; the Federal Insecticide,

Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et seq.; the Resource

Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.;

the Oil Pollution Act of 1990, 33 U.S.C. Sections 2701 et seq.; and any similar

or implementing state or local law, and any non-U.S. laws and regulations of

similar import, and all amendments or regulations promulgated thereunder; and

any common law doctrine, including without limitation, negligence, nuisance,

trespass, personal injury or property damage, to the extent such common laws

doctrine relates to or arises out of the presence of, release or threatened

release of, or exposure to, Hazardous Materials.

1.10 "Environmental Liabilities" means any and all costs, losses, damages,

demands, claims, fines, penalties, assessments, expenses, obligations and

liabilities arising in connection with or in any way relating to (a) the

ownership or operation of the Rutherford Facilities or the

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chemicals business operated thereon or associated therewith; or (b) the

ownership, operation or condition of the real property located at the Rutherford

Facilities, which in either case arise under, are necessary to achieve or

maintain compliance with, or relate to (i) the presence, use, generation,

storage, transportation, treatment, sale, disposal or release or exposure to any

Hazardous Materials at any of the Rutherford Facilities, or (ii) any violation

of or liability or obligation under any Environmental Laws, whether occurring

prior to, on or after the Closing and whether accrued, contingent, absolute,

determined, determinable, disclosed, undisclosed or otherwise.

1.11 "Escrow Account" means the account established, defined in, and

governed by the Environmental Escrow Agreement.

1.12 "Excluded Liabilities" means the liabilities and obligations set forth

in the APA and on Annex C to the APA.

1.13 "Financial Claims" means any right or obligation under the APA for or

related to the payment, receipt, return, or reimbursement of any portion of the

Purchase Price, Working Capital Adjustment, Subordinated Note, Cash/Debt

Adjustment, Prorations of taxes or other funds, Additional Payments, Right to

Setoff, and Taxes of any kind or form. The Capitalized terms used in this

definition of "Financial Claims" shall have the meaning assigned to them in the

APA.

1.14 "Governmental or Regulatory Authority" means any court, tribunal,

arbitrator, authority, agency, commission, official or other instrumentality

exercising governmental or regulatory authority of the United States, any

foreign country or any domestic or foreign state, province, county, city,

municipality or other political subdivision or any quasi-governmental or

regulatory body exercising authority thereunder.

1.15 "Hazardous Materials" means (a) any petroleum or petroleum products,

explosives, radioactive materials, asbestos in any form or condition, urea

formaldehyde foam insulation and transformers or other equipment that contain

dielectric fluid containing regulated levels of polychlorinated biphenyls

(PCBs); and (b) any chemicals, materials, wastes, or substances regulated,

defined as or included in the definition of "hazardous substances," "hazardous

wastes," "extremely hazardous wastes," "restricted hazardous wastes," "toxic

substances," "toxic pollutants," "contaminants," or words of similar import

under any Environmental Laws as defined herein.

1.16 "Litigation" means the lawsuit filed by Rutherford in New York Supreme

Court, Commercial Division, captioned Rutherford Chemicals LLC, Rutherford

Chemicals UK Ltd., and Seal Sands Ltd. v. Cambrex Corporation, Nepera, Inc.,

CasChem Inc., Zeeland, Inc., Nepcam, Inc., and Cambrex Ltd., Index No.

601176/06, and all claims and counterclaims asserted therein.

1.17 "Loss" or "Losses" shall mean any and all losses, injuries, claims,

expenses, damages of any kind, judgments, settlements, debts, penalties, fines,

obligations, interest (including prejudgment interest), costs and expenses

(including court costs and reasonable attorneys' fees and expenses and

reasonable costs of investigation).

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1.18 "Nepera Facility" means the Rutherford Facility in Harriman, New York

as described and defined in the APA. "CasChem Facility" means the Rutherford

Facility in Bayonne, New Jersey; "Heico Facility" means the Rutherford Facility

in Delaware Water Gap, Pennsylvania; "Zeeland Facility" means the Rutherford

Facility in Zeeland, Michigan; and "Seal Sands Facility" means the Rutherford

Facility in Middlesborough, England

1.19 "Off-Site" means any area beyond the boundaries or borders of the Real

Property of the Rutherford Facilities, as that term "Real Property" is defined

in Section 3.12(a) and Schedule 3.12(a) of the APA.

1.20 "Person" means an individual, corporation, partnership, limited

liability company, association, trust or other entity or organization, including

a governmental or political subdivision or a Governmental or Regulatory

Authority.

1.21 "Remediation" means any and all investigation, delineation, cleanup,

containment, removal, capping, remediation, corrective action, monitoring or

other treatment related to the release, threatened release or presence of

Hazardous Materials or any such conduct designed to address any Environmental

Liabilities or to comply with any Environmental Laws, including any permit or

order under any Environmental Law issued by a Governmental or Regulatory

Authority.

1.22 "Remediation Costs" means any and all administrative, legal,

investigative, remedial, corrective and other costs, expenses and fees arising

from or incurred in connection with any Remediation.

1.23 "Rutherford" means Rutherford Chemicals LLC, , Vertellus Specialties

Holdings UK Ltd. (formerly Rutherford Chemicals UK Ltd.), Vertellus Specialties

UK Ltd. (formerly Seal Sands Chemicals Ltd.), and Vertellus Specialties Holdings

Corp. (formerly known as Rutherford Chemicals Holdings Corp.) and all

subsidiaries (except non-wholly owned subsidiaries in China), successors and

assigns.

1.24 "Rutherford Facilities" means the five plants, including the real

property on which the plants are located, acquired by the Rutherford Acquisition

Corp. in the Asset Purchase Agreement defined herein, which include: the Nepera

Facility in Harriman, New York; the CasChem facility in Bayonne, New Jersey; the

Heico facility in Delaware Water Gap, Pennsylvania; the Zeeland facility in

Zeeland, Michigan; and the Seal Sands facility in Middlesborough, England.

1.25 "Third Party Claim" means the assertion by any Person (including,

without limitation, any Governmental or Regulatory Authority) who is not a party

to this Agreement of any claim or the commencement by any Person of any action

or proceeding.

1.26 "Wholly-Owned Affiliate" means, with respect to the Initial Nepera

Asset Transferee, any Person that either (i) wholly controls the Initial Nepera

Asset Transferee; (ii) is wholly controlled by the Initial Nepera Asset

Transferee; or (iii) is wholly controlled by another Person that also wholly

controls the Initial Nepera Asset Transferee.

1.27 Any capitalized term in this Agreement that is not specifically

defined in

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Section 1 of this Agreement or in a parenthetical in this Agreement, shall be

deemed to have the meaning assigned to such capitalized term in the APA.

ARTICLE II

TERMS

2.1 Settlement Payments and Funding of Escrow. The settlement sum shall be

eight million and two hundred and fifty thousand dollars ($8,250,000) (the

"Settlement Sum").

2.1.1 Cambrex Payments and Allocation of Settlement Sum.

(a) Cambrex shall pay Rutherford the sum of six hundred

thirty-five thousand, nine hundred thirty-nine dollars ($635,939.00), which

represents certain Remediation Costs at the Nepera Facility that already have

been incurred by Rutherford as of June 30, 2007 ("Past Nepera Expenses").

Cambrex shall pay this amount directly to Rutherford (not to the Escrow Account)

within thirty (30) days following the date of this Agreement.

(b) The Settlement Sum minus the Past Nepera Expenses is equal to

seven million, six hundred and fourteen thousand, sixty-one dollars ($7,614,061)

and shall be referred to herein as the "Escrow Deposit." The Escrow Deposit

shall be used for the purposes prescribed in the Environmental Escrow Agreement,

which shall include the reimbursement or payment to Rutherford or its designated

representatives for any and all Remediation Costs incurred on or after June 30,

2007, resulting from, relating to, or addressing the following: any and all

Remediation at the Nepera Facility and the Heico Facility; any and all

Remediation of toluene at the Seal Sands Facility; and/or any and all

Remediation of mercury at the Zeeland Facility or any other Hazardous Materials

at any of the seven closed and inactive lagoons at the Zeeland Facility and the

closed Ketone Sludge Pond at the Zeeland Facility formerly used to store a

variety of chemicals between the 1950s and the 1970s; provided, however, that no

more than one million dollars ($1,000,000) of the Escrow Deposit may be used for

the purpose of reimbursing Rutherford for Remediation Costs incurred at sites

other than the Nepera Facility.

(c) Cambrex shall deposit into the Escrow Account the amount of

the Escrow Deposit minus the amount of Rutherford's Note Payment, as outlined in

Paragraph 2.1.2(b) below (the "Net Escrow Deposit"). Cambrex shall deposit the

Net Escrow Deposit into the Escrow Account within thirty (30) days following

Rutherford's Final Note Payment, as outlined in Section 2.1.2(b) below.

2.1.2 Rutherford Payments. Rutherford shall make the following

payments:

(a) After the Closing, Rutherford received tax refunds (the "Tax

Refunds") from United Kingdom taxing authorities in the amount of 284,764

British Pounds Sterling for tax year 2002 and 114,938 British Pounds Sterling

for tax year 2003. Rutherford shall pay directly to Cambrex (not to the Escrow

Account) 399,702 British Pounds Sterling within thirty (30) days following the

execution of this Agreement.

(b) Pursuant to the APA, Rutherford provided Cambrex with the

Subordinated Promissory Note in the amount of $2,000,000, bearing interest at

the rate of 12%

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per annum. As of September 30, 2007, the outstanding principal and interest on

the Subordinated Promissory Note will be three million, one hundred forty-nine

thousand, and one hundred eighty-five dollars ($3,149,185). Rutherford shall pay

to Cambrex $3,149,185, plus interest accrued on any outstanding amounts from

October 1, 2007 until such time as the Note Payments or portions thereof are

paid, at the rate of 12% per annum (the "Note Payment"). The Note Payment shall

be made by Rutherford by depositing into the Escrow Account the following

amounts at the times specified:

(i) Payment 1: one million dollars ($1,000,000) to be

deposited into the Escrow Account on or before September 30,

2007;

(ii) Payment 2: one million dollars ($1,000,000) to be

deposited into the Escrow Account on or before November 30,

2007; and

(iii) Final Note Payment: the balance of the Note Payment

(the "Final Note Payment") to be deposited into the Escrow

Account on or before February 28, 2008. The Final Note

Payment shall be for one million, one hundred forty-nine

thousand, one hundred eighty-five dollars ($1,149,185) plus

interest accrued on the outstanding balances of the Note

Payment between October 1, 2007 and the date of the Final

Note Payment. The interest accrued between the October 1,

2007 and the date of the Final Note Payment shall be at the

rate of 12% per annum and shall be determined based on the

daily balance of the outstanding Note Payment during that

time period.

2.1.3 Notwithstanding the provisions of this Section 2.1, in the event

that (i) Vertellus Specialties Holdings Corp. is sold in a stock sale or (ii)

all or substantially all of the assets of Vertellus Specialties Holdings Corp.

are sold to a buyer not affiliated with Rutherford, the balance of Rutherford's

Note Payment still due and owing under Section 2.1.2(b) shall be paid into the

Escrow Account within thirty (30) days following the closing date of such sale

of Vertellus Specialty Holdings Corp. or substantially all of its assets.

Cambrex's Net Escrow Deposit shall then be paid into the Escrow Account within

thirty (30) days of Rutherford's payment of the balance of its Note Payment. In

the event Rutherford otherwise prepays the full remaining balance of the Note

Payment prior to January 28, 2008, Cambrex shall deposit into the Escrow Account

the Net Escrow Deposit within thirty (30) days of receipt of notice from

Rutherford that it has prepaid the Note Payment. In the event Rutherford prepays

the Note Payment prior to September 30, 2007, the total amount of the Note

Payment due and owing under Section 2.1.2(b) shall be reduced by the amount of

12% interest per annum, calculated per day, from the date of the prepayment

through September 30, 2007. In the event Rutherford fails to make the payments

required under Section 2.1.2 of this Agreement, the Parties shall have all of

their rights and remedies under the Subordinated Promissory Note, dated November

10, 2003, and attached to the APA.

2.1.4 All payments and deposits required under Section 2.1 shall be

made by

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wire transfer.

2.2 Dismissal of Claims and Counterclaims and Waiver of Certain Rights

Under the APA.

2.2.1 The Parties hereby waive and release each other of all Claims

and Counterclaims that have been asserted in the Litigation, with the exception

of Cambrex's specific assertions in Paragraphs 45 and 47 of the Second

Counterclaim of Cambrex's First Amended Answer and Counterclaim ("Second

Counterclaim") that Rutherford has breached Section 7.07 (f)(ii) of the APA,

which claim Cambrex waives and releases but only to the extent set forth in

Section 2.2.2. This waiver and release shall not be deemed to waive or release

any rights or obligations under the APA or otherwise that are specifically

preserved or created in this Agreement.

2.2.2 Upon execution of this Agreement, within ten (10) days:

(a) the Parties shall jointly file a motion seeking dismissal

with prejudice of all Claims and Counterclaims that have been asserted in the

Litigation, with the exception of Cambrex's specific assertions in Paragraphs 45

and 47 of its Second Counterclaim that Rutherford has breached Section

7.07(f)(ii) of the APA, which Cambrex shall dismiss without prejudice; provided

however that Cambrex waives any right to seek the recovery of any damages or

costs that it may have suffered or incurred prior to the date of this Agreement

that did result or might have resulted from any alleged breach or violation of

Section 7.07(f)(ii) of the APA.

(b) Cambrex shall file notice of dismissal with prejudice of its

appeal to the Appellate Division, First Department, of the Supreme Court of the

State of New York concerning the March 27, 2007 Decision and Order of the trial

court in the Litigation; and

(c) the Parties shall jointly file a stipulation and proposed

order to release the bond that Cambrex has posted in connection with the order

preliminarily enjoining Rutherford from demolishing the Nepera Facility.

2.2.3 All Parties hereby waive and extinguish all rights under the APA

or otherwise to seek indemnification, damages, injunctive relief, declaratory

relief, or any other remedy for breach of any warranty, covenant,

representation, Assumed Liability, Excluded Liability, or other obligation

contained in the APA, as they relate to any or all Financial Claims, whether

ripe, accrued, unaccrued, known or unknown at the time of the execution of this

Agreement.

2.2.4 All Parties hereby waive and extinguish all rights under the APA

to seek indemnification, damages, injunctive relief, declaratory relief, or any

other remedy for breach of any warranty, covenant, representation, Assumed

Liability, Excluded Liability or other obligation contained in the APA as they

relate to Environmental Liabilities, including any and all Remediation related

thereto, EXCEPT with respect to the Parties' rights and obligations as set forth

in Subparagraphs 2.3.1(a)(i)-(v) of this Agreement.

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2.2.5 Rutherford hereby waives any right to seek redress from Cambrex

for future remediation of the toluene plume at Seal Sands even if such

remediation is to occur Off-Site; except that nothing herein shall be construed

to restrict or prohibit Rutherford from utilizing the Escrow Account to pay for

remediation of or associated with the toluene plume at Seal Sands, including

Off-Site, up to the limits provided for in Section 2.1.1(b).

2.2.6 All Claims and Counterclaims dismissed or waived under the terms

of this Agreement are so dismissed or waived by the Parties, which shall include

for these purposes their respective affiliates, parents, subsidiaries, present

and former officers, directors, partners, employees, agents, attorneys,

insurers, administrators, receivers, trustees, conservators, predecessors,

successors and assigns.

2.3 Amendment and Modification of the APA.

2.3.1. The APA is amended and modified as follows:

(a) Any and all rights, obligations and limitations of the

Parties under the APA with respect to Environmental Liabilities and the

Remediation thereof at the Rutherford Facilities, including but not limited to

the covenants made in Sections 6.03, 6.04, 7.08 and 7.11 of the APA and all

rights, obligations and limitations related thereto, and all rights,

obligations, limitations and liabilities related to Environmental Liabilities at

or relating to the Rutherford Facilities that are denoted in the APA as Assumed

Liabilities or Excluded Liabilities, are extinguished and hereby governed by the

terms of this Agreement, INCLUDING AS FOLLOWS:

(i) Cambrex shall be solely responsible for Environmental

Liabilities attributable to or arising from the pre-Closing Off-Site treatment,

storage, transportation, release, threatened release, disposal or arrangement

for disposal of any Hazardous Materials by or on behalf of Cambrex or any of

their respective predecessors or affiliates or otherwise in connection with any

of the Rutherford Facilities; provided, however, that Cambrex shall have no

responsibility for the Remediation of Hazardous Materials on, in, or below the

Real Property even if such Remediation arises from, relates to, or is required

to remedy Off-Site Environmental Liabilities unless such Remediation is

otherwise part of Cambrex's responsibilities or obligations under this

Agreement, including but not limited to the other subparagraphs of this Section

2.3.1(a); provided further, that Cambrex shall have no responsibility for

Remediation or any fines or penalties attributable to or arising from the

Off-Site release or threatened release of toluene from the toluene plume at the

Seal Sands Facility.

(ii) Cambrex shall be solely responsible for (1) any Third

Party Claims for damage or injury suffered as the result of products sold in

connection with the operation of the Rutherford Facilities prior to the Closing;

and (2) any Third Party Claims for any personal injuries, property damage (other

than damage to the real property of the Rutherford Facilities) or natural

resource damages attributable to or arising from any pre-Closing exposure to or

damage from any Hazardous Materials with respect to the Rutherford Facilities.

(iii) Cambrex shall conduct and complete all Remediation

required at the CasChem facility under the New Jersey Industrial Site Recovery

Act, as amended,

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and the regulations thereunder ("ISRA"), pursuant to and as fully set forth in

Section 7.07 of the APA.

(iv) Cambrex shall conduct and complete all Remediation of

Hazardous Materials in, on, beneath, from, or adjacent to the Nepera Facility

required to be implemented by the New York Department of Environmental

Conservation ("NYSDEC") pursuant to the Record of Decision for Site No. 33606,

dated March 1997 (the "ROD"), pursuant to and as fully set forth in Section 7.07

of the APA.

(v) All rights and obligations set forth in Section 7.07 of

the APA, including those applicable to both Seller and Buyer, shall be fully

applicable and shall be enforceable pursuant to and in accordance with the terms

of this Agreement, but only to the extent such rights and obligations relate to

performance of Remediation at the CasChem Facility under ISRA or Remediation at

the Nepera Facility under the ROD, except that all rights and obligations under

Section 7.07(f)(i) and Section 7.07(g)(iv) are hereby waived and extinguished.

(b) Any disputes regarding or relating to the application of the

APA, including but not limited to any claims for breach, enforcement,

indemnification, interpretation or damages under the APA, shall be submitted,

processed, adjudicated and resolved in accordance with the terms of Section 4.1

below.

2.3.2 To the extent any terms of this Agreement and the APA are deemed

to conflict or to be inconsistent, the terms of this Agreement shall govern and

shall be applied.

2.4 Indemnity.

2.4.1 Cambrex shall, jointly and severally, to the fullest extent

permitted by applicable law, indemnify, defend and hold harmless Rutherford from

and against any Losses resulting from any Environmental Liabilities suffered or

incurred by Rutherford for which Cambrex is responsible under Section

2.3.1(a)(i)-(v). Except with respect to Cambrex's obligations that are

specifically preserved or otherwise set forth in this Agreement, including those

set forth in Section 2.3.1(a)(i)-(v), Rutherford shall, jointly and severally,

to the fullest extent permitted by applicable law, indemnify, defend and hold

harmless Cambrex from and against any Losses resulting from any Environmental

Liabilities suffered or incurred by Cambrex arising out of, resulting from or

relating to (x) the presence of Hazardous Materials at any of the Rutherford

Facilities or (y) Remediation, fines or penalties relating to any Off-Site

release or threatened release of toluene from the toluene plume at the Seal

Sands Facility.

2.4.2 If Cambrex shall receive notice or otherwise learn of a Third

Party Claim with respect to which Rutherford is obligated to provide

indemnification pursuant to Section 2.4.1 including without limitation any Third

Party Claim brought under any Environmental Laws, Cambrex shall give Rutherford

written notice thereof promptly after becoming aware of such Third Party Claim;

provided, however, that the failure of Cambrex to give notice as provided in

this provision shall not relieve Rutherford of its obligations under Section 2.4

except to the extent that Rutherford is prejudiced by such failure to give

notice. Such notice shall describe the Third Party Claim in reasonable detail

and, if ascertainable, shall indicate the amount (estimated if necessary) of the

Loss that has been or may be sustained by Cambrex.

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2.4.3 Rutherford may elect to defend or seek to settle or compromise,

at Rutherford's own expense and by Rutherford's own counsel, any Third Party

Claim. Within thirty (30) days after the receipt of notice from Cambrex in

accordance with Section 2.4.2 (or sooner, if the nature of such Third Party

Claim so requires), Rutherford shall notify Cambrex whether Rutherford will

assume responsibility for defending such Third Party Claim. After notice from

Rutherford to Cambrex of its election to assume the defense of a Third Party

Claim, Rutherford shall not be liable to Cambrex under this Section 2.4 for any

legal or other expenses (except expenses approved in advance by Rutherford )

incurred by Cambrex in connection with the defense thereof; provided that if the

defendants in any such claim include both Rutherford and Cambrex and, in

Cambrex's reasonable judgment, a conflict of interest between Rutherford and

Cambrex exists in respect of such claim, Cambrex shall have the right to employ

separate counsel to represent itself at its own expense. If Rutherford elects

not to assume responsibility for defending a Third Party Claim, or fails to

notify Cambrex of its election as provided in this Section 2.4.3, Cambrex may

defend or (subject to the remainder of this Section 2.4) seek to compromise or

settle such Third Party Claim and seek redress from Rutherford under the terms

of this Agreement.

2.4.4 If Rutherford chooses to defend or to seek to compromise or

settle any Third Party Claim, Cambrex shall make available to Rutherford any

personnel or any books, records or other documents within Cambrex's control or

which it otherwise has the ability to make available that are necessary or

appropriate for such defense, settlement or compromise, and shall otherwise

cooperate in the defense, settlement or compromise of such Third Party Claim.

2.4.5 In the event of payment by Rutherford to Cambrex in connection

with any Third Party Claim that Cambrex is not responsible for under the terms

of this Agreement, Rutherford shall, to the fullest extent permitted by

applicable law, be subrogated to and shall stand in the place of Cambrex as to

any events or circumstances in respect of which Cambrex may have any right or

claim relating to such Third Party Claim against any claimant or plaintiff

asserting such Third Party Claim or against any other Person. Cambrex shall

cooperate with Rutherford in a reasonable manner, and at the cost and expense of

Rutherford, in prosecuting any subrogated right or claim.

2.4.6 Other Procedures for Indemnification. Any claim for

indemnification by Cambrex under Section 2.4 which does not result from a Third

Party Claim shall be asserted by written notice given by Cambrex to Rutherford.

Rutherford shall have a period of twenty (20) days after the receipt of such

notice within which to respond thereto. If Rutherford does not respond within

such twenty (20) day period, Rutherford shall be deemed to have refused to

accept responsibility to make payment. If Rutherford does not respond within

such twenty (20) day period or rejects such claim in whole or in part, Cambrex

shall be free to pursue such remedies as may be available to such party under

this Agreement.

2.4.7 Indemnification Procedures Apply Equally to Rutherford and

Cambrex.

In the event Rutherford receives notice of a Third Party Claim

described or covered in Section 2.3.1 (a)(ii) or receives notice of a claim

relating to Off Site Hazardous Materials described or covered in Section

2.3.1(a)(i), Rutherford and Cambrex shall follow and adhere to the provisions of

Section 2.4.2, 2.4.3, 2.4.4, 2.4.5 and 2.4.6, EXCEPT THAT the rights and

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obligations set forth for Cambrex in each of these Sections shall apply to

Rutherford and the rights and obligations set forth for Rutherford in each of

these Sections shall apply to Cambrex.

2.4.8 Notice of Remediation Activities at Nepera.

(a) Until the earlier of such time as (i) Cambrex receives a "no

further action" letter or its equivalent from the New York State Department of

Environmental Conservation ("NYSDEC") or such other Governmental or Regulatory

Authority that Cambrex has completed all required Remediation of Hazardous

Materials at the Nepera Facility pursuant to the ROD or (ii) Rutherford receives

a "no further action" letter or its equivalent from a Governmental or Regulatory

Authority that all Remediation at the Nepera Facility required under the RCRA

RFI corrective action process has been completed as required by applicable law,

Cambrex shall have the right to receive copies of material reports, work plans,

agreements or letters submitted by Rutherford to a Governmental or Regulatory

Authority and other material documents that relate to Remediation at the Nepera

Facility at the same time as such reports, plans, agreements or documents are

submitted to the Governmental or Regulatory Authority, and shall receive prior

notice of and attend any meetings (as an observer) with such Governmental or

Regulatory Authorities; provided that the Parties recognize that ultimate

decision-making authority with respect to such Remediation (other than

Remediation pursuant to the ROD) is retained by Rutherford.

(b) Until such time as Cambrex receives a "no further action"

letter or its equivalent from NYSDEC or such other Governmental or Regulatory

Authority that Cambrex has completed all required Remediation of Hazardous

Materials at the Nepera Facility pursuant to the ROD, Rutherford shall have the

right to receive copies of any material reports, work plans, agreements or

letters submitted by Cambrex to a Governmental or Regulatory Authority, and

other material documents that relate to Remediation under the ROD at the Nepera

Facility at the same time as such reports, plans, agreements or documents are

submitted to the Governmental or Regulatory Authority, and shall receive prior

notice of and attend any meetings (as an observer) with such Governmental or

Regulatory Authorities; provided that the Parties recognize that ultimate

decision-making authority with respect to such Remediation under the ROD is

retained by Cambrex.

(c) Rutherford shall not, without first providing reasonable

prior notice to, and obtaining the express written consent of, Cambrex,

communicate with the NYSDEC or any other Governmental or Regulatory Authority or

any third Person regarding Remediation of Hazardous Materials at the Nepera

Facility pursuant to the ROD, and Rutherford shall facilitate the participation

of Cambrex in all such communications. Cambrex shall not, without first

providing reasonable prior notice to, and obtaining the express written consent

of, Rutherford, communicate with the NYSDEC or any other Governmental or

Regulatory Authority or any third Person regarding Remediation of Hazardous

Materials at the Nepera Facility pursuant to the RCRA RFI corrective action

process or Remediation that is otherwise not Cambrex's responsibility under

Section 2.3.1(a)(iv) hereof, and Cambrex shall facilitate the participation of

Rutherford in all such communications.

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2.4.9 Notice of Remediation Activities at CasChem.

(a) Until such time as Cambrex receives a "no further action"

letter or its equivalent from the New Jersey Department of Environmental

Protection ("NJDEP") or any other Governmental or Regulatory Authority with

jurisdiction over the CasChem Facility that Cambrex has completed all required

Remediation of Hazardous Materials at the CasChem Facility pursuant to ISRA,

Cambrex shall have the right to receive copies of material reports, work plans,

agreements submitted by Rutherford to a Governmental or Regulatory Authority,

and other material documents that relate to Remediation at the CasChem Facility

at the same time as such reports, plans, agreements or documents are submitted

to the Governmental or Regulatory Authority, and shall receive prior notice of

and attend any meetings (as an observer) with such Governmental or Regulatory

Authorities; provided that the Parties recognize that ultimate decision-making

authority with respect to such Remediation (other than Remediation pursuant to

ISRA) is re