PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT dated as of.........................., 2003 (the “Agreement”) by and

WITNESSETH:

Whereas Seller is the owner of a business devoted to the manufacture, packaging, distribution and
sale of various pharmaceutical products sold under various Trademarks in the Territory (each
capitalized term as hereinafter defined); and

Whereas such business consists of all rights, title and interests in and to certain Trademarks and
Goodwill, together with the product registration and associated technical Products (each capitalized
term as hereinafter defined) in the Territory; and

Whereas, Seller desires to sell and Buyer desires to purchase the Assets related to such Business
(each capitalized term as hereinafter defined), at the price, upon the terms and subject to the
conditions, representations and warranties hereinafter set forth.

NOW THEREFORE, in consideration of the agreements and covenants hereinafter set forth in this
Agreement, the parties hereto agree as follows:

1.01. Definitions. (a) The following terms, as used herein, have the following meanings:

“Affiliate” shall mean, with respect to any Person (as hereinafter defined), any Person directly or
indirectly controlling, controlled by, o under common control with such other Person, provided,
however, that with respect to Seller for purposes of this Agreement the Term “Affiliate” shall not
include Immunex Corporation so long as there are legal restrictions, by contract or otherwise, on the
ability of Seller to control such entity.

“Assets” shall mean all the Intellectual Property Rights, trademarks, Health Registrations and
Goodwill owned by Seller or any of the Affiliates, that are used in connection with or are related to
the Business, including any technical information necessary to manufacture, package, distribute and
sell the products, by excluding Seller´s (i) Inventory, (ii) accounts receivable, (iii) real property and
(iv) personal property.

“Business” shall mean the business of manufacturing, packaging, distributing and selling the
Products as a going concern carried on by Seller, its affiliated companies or its designees in the
Territory as of the Closing Date, that Buyer has elected to assume in accordance with section 2.03.

………………………………….

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ARTICLE IV – REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:

4.01. Organization and Existence. Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the Republic of Argentina.

4.02. Corporate Authorization. The execution, delivery and performance by Buyer of the
transactions contemplated hereby, are within the corporate powers of Buyer and have been duly
authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes a valid
and binding agreement of Buyer enforceable in accordance with its terms.
………………………………

4.05 Buyer´s Financing. Sufficient Funds. Buyer will have sufficient funds legally available, to
enable it to render the Purchase Price to the Seller on the Closing Date.

4.06 Broker. Buyer has engaged no broker, finder, or similar agent or representative who would be
entitled to any compensation in connection with the transaction contemplated herein.
…………………….

ARTICLE V - FURTHER COVENANTS AND AGREEMENTS

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5.03 Confidentiality. Each party shall at all times keep completely confidential all proprietary or
financial information concerning the other party and the transactions contemplated hereby and the
negotiations related hereto and shall not disclose any such information to any Person, except that
neither party shall have any obligation with respect to any such information which (i) was known to
such party prior to its receipt from or on behalf of the other party, or (ii) is or becomes publicly
known through no wrongful act of such party, or (iii) is received by such party from a third party
which has the legal right to transmit the information, without breach of this Agreement or any
agreement (known to such party) that such third party may have with such party, or (iv) is disclosed
pursuant to the lawful requirement or request of any governmental authority.

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ARTICLE VII – TERMINATION

7.01. Right of Termination. This Agreement may be terminated and the proposed transaction
abandoned at any time prior to the Closing Date by prompt notice given as provided in Section
9.01:
(a) by Seller if there has been a misrepresentation or breach of warranty on the part of Buyer
in the representations and warranties set forth in this Agreement, such facts to be specifically stated
in the required notice and Buyer shall not have cured such breach within ten (10) business days of
notice of such breach;
(b) by either party if the Closing shall not have occurred within FORTY-FIVE (45) days of
the date of this Agreement, subject to the rights of Seller set forth in Section 2.02 (b).

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7.02. Effect of Termination. Termination by a party pursuant to Section 7.01 shall not adversely
affect such party´s other available rights and remedies, nor shall any such termination release the
parties hereunder from their respective obligations under Article VIII and Section 9.03.

ARTICLE VIII – BUYER´S INDEMNIFICATION OBLIGATIONS, DEFAULT BY BUYER;

8.01 Indemnification by Buyer. Buyer hereby indemnifies Seller, its Affiliates, officers, directors,
agents, representatives and employees from any and all loss, liability or damage and any and all
actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including
without limitation, reasonable legal fees and expenses resulting from the following:

(i) any and all loss, liability, or damage suffered or incurred by Seller after the Closing Date,
any untrue representation or warranty, breach of any representation or warranty or breach or
nonfulfillment of any covenant or agreement by Buyer contained herein or in any certificate,
document or instrument delivered by buyer to Seller hereunder; and
(ii) any and all actions, suits, proceedings, claims, demands, assessments, judgment, costs and
expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the
foregoing or incurred in investigating or attempting to avoid the same, or in enforcing this indemnity.

8.02 Default by Buyer. Buyer shall be in default under the Agreement if Buyer fails to make
payment in accordance with the terms of Section 2.02 hereof, without the necessity of Seller´s
demand for same, or breaches any other representations, warranties, terms and conditions contained
herein.

8.03 Remedies by Seller. Should Buyer default under the Agreement, then, in addition to any other
remedies provided for by statute or otherwise available at law, Seller shall have recourse
immediately to the following cumulative remedy: in the event that Buyer breaches any provision of
the Agreement, and Seller retains counsel to assist in enforcing the terms thereof, the parties hereby
agree that Buyer shall pay all attorneys fees, court and/or arbitration costs and expenses incurred by
Seller in enforcing the Agreement.

ARTICLE X – MISCELLANEOUS

9.01. Notices. All notices, requests and other communications given or served hereunder by either
party hereto shall be in writing (including telex, telecopy or similar writing) and shall be deemed
given or served if in writing and when delivered personally or sent by prepaid certified mail, return
receipt requested, or by fax confirmed by mail as aforesaid to the respective party at the following
addresses:

If to Seller to:
AMERICAN CORPORATION
Five Giralda Farms
…………

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If to Buyer to:

…………

Any party may change its address for the purpose of notice by giving notice of such change of
address to the other party in accordance with the provisions of this Section 9.01.

9.02 Amendments, No Waivers. A) Any provision of this Agreement may be amended or waived
prior to the Closing Date, as appropriate if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by Buyer and Seller, or in the case of a waiver, by the
party against whom the waiver is to be effective.

B) No failure or delay by either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof. The rights and remedies herein provided shall be cumulative and not
exclusive of any rights or remedies provided by law.

9.03 Expenses. Except as otherwise provided herein, all costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or expense.

9.04 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns; provided that neither
party may assign, delegate or otherwise transfer any of its rights or obligations under this
Agreement without the consent of the other party hereto, except that Seller may transfer or assign, in
whole or from time to time in part, to one or more of its Affiliates, its rights hereunder.

9.05. Governing Law. Jurisdiction. This Agreement shall be construed in accordance with and
governed by the substantive laws of the State of New Jersey, U.S.A., excluding its conflict of laws
provisions. The parties agree that the applicable U.S. Federal Dsitrict Court sitting in Newark, New
Jersey, U.S.A. shall have exclusive jurisdiction over the parties with respect to any dispute or
controversy arising out of or in relation with this Agreement and its construction or interpretation.

9.06. Counterparts. Effectiveness. This Agreement may be signed in any number of counterparts,
each of which when so executed shall be an original, but all of which shall together constitute one
and the same instrument. This Agreement shall become effective when each party hereto shall have
received a counterpart hereof signed by the other party hereto.

9.07 Entire Agreement. Severability. (a) This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and negotiations, written, oral or otherwise, between the parties with respect to the
subject matter of this Agreement. No representation, inducement, promise, understanding,
condition or warranty not set forth herein has been made or relied upon by either party hereto.
Neither this Agreement nor any provision hereof is intended to confer upon any Person other than
the parties hereto, any rights or remedies hereunder.

(c) In the event that any provision of this Agreement shall be deemed to be invalid or void,
whether wholly or partially under any applicable law, the remaining portions hereof shall not be
affected thereby and shall continue in full force and effect.

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9.08 Captions. The captions herein are included for convenience of reference only and shall
be ignored in the construction or interpretation hereof.

9.09 Controlling Language. This Agreement has been prepared in English and will be executed in
English and the provisions of this executed English language Agreement shall control in the event of
any controversy, misundestanding or legal action pertaining thereto.

IN WITNESS WHEREOF, the parties hereto here caused this Agreement to be duly executed by
their respective authorized officers in three counterparts as of the day and year first above written.

AMERICAN CORPORATION
By: …………………………..
Name:
Title:

[Name of Purchaser]