SIGNATURE VERSION

BUSINESS PURCHASE AGREEMENT

     THIS BUSINESS PURCHASE AGREEMENT (this ?Agreement?) is dated and entered into as of this sixteenth day of December 2004 (the ?Effective Date?), by and between PHIBRO ANIMAL HEALTH SA, a societe anonyme organized under the laws of Belgium with its principal offices at 87a rue de l?Institut, B-1330 Rixensart, Belgium (?Seller?), and GLAXOSMITHKLINE BIOLOGICALS S.A., a corporation organized under the laws of Belgium having a place of business at 89, rue de L?Institut, 1330 Rixensart, Belgium (the ?Purchaser?) (the Seller and the Purchaser, collectively, the ?Parties?, and each individually, a ?Party?).

PRELIMINARY STATEMENTS

     The Seller and the Purchaser entered into a Process Development Agreement on August 19th, 2004 under which the Seller is acting as a subcontractor of the Purchaser to perform pilot scale development of MPL in its facilities located in Rixensart; and

     The Seller and the Purchaser have also expressed their potential interest in the acquisition by the Purchaser of the Seller?s facilities in Rixensart; and

     The Seller desires to sell, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the Seller?s Activities, Site and the Acquired Assets performed and/or located in Rixensart (as hereinafter defined), pursuant to the transactions, documents and deliveries contemplated by this Agreement; and

     On 17 November 2004, Seller has announced to its Work Council that Seller intends to proceed with the collective dismissal for technical and economical reasons of 52 of its employees.

     NOW, THEREFORE, in consideration of the foregoing preliminary statement and the mutual agreements and covenants set forth herein, the Parties hereby agree as follows:

SECTION 1
DEFINITIONS AND REFERENCES

     1.1. DEFINED TERMS. As used in this Agreement, the following defined terms shall have the meanings specified below:

     ?Acquired Assets? shall mean all assets physically on the Site as of the Effective Date other than the Excluded Assets. An indicative list of the Acquired Assets, which is not a detailed list but a simplified list, is set forth on Exhibit A.

     ?Activities? shall mean Seller?s industrial activities relating to its manufacturing capacity and know-how in respect of Seller?s expertise in solvents technology.

     ?Affiliates? shall mean, with respect to any Person, any Persons directly or indirectly controlling, controlled by, or under common control with, such Person. For purposes hereof, the

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term ?controlled? (including the terms ?controlling,? ?controlled by? and ?under common control with?), as used with respect to any Person, shall mean the direct or indirect ability or power to direct or cause the direction of management policies of such Person or otherwise direct the affairs of such Person, whether through ownership of voting securities or otherwise.

     ?Agreement? shall have the meaning in the introductory paragraph of this Agreement.

     ?Assumed Liabilities? shall have the meaning set forth in Section 2.2(a).

     ?Claim Notification? shall have the meaning set forth in Section 6.2.1.

     ?Closing? shall have the meaning set forth in Section 2.5(a).

     ?Closing Date? shall have the meaning set forth in Section 2.5(a).

     ?Company Guarantee? shall have the meaning set forth in Section 6.3.

     ?Decommissioning? shall mean decommissioning carried out in compliance with the document entitled ?TP05 Facilities Decommissioning Process GMS Technical Processes? attached hereto as Exhibit F, an outline of which is also included in same Exhibit F.

     ?Dispute? shall have the meaning set forth in Section 12.12.

     ?Due Indemnity? shall have the meaning set forth in Section 6.2.5.

     ?Effective Date? shall have the meaning in the introductory paragraph of this Agreement.

     ?Employees? shall mean the persons listed in Exhibit G and in Exhibit H who are employed in the Activities being transferred to the Purchaser.

     ?Encumbrance? means any claim, condition, lien, option, mortgage, pledge, security interest, limitation, charge or encumbrance of any kind, restriction or exercise of any right attributing ownership or other right whatsoever whether in favour of third parties or held by third parties.

     ?Excluded Assets? shall mean the assets set forth in Exhibit B hereto.

     ?Excluded Liabilities? shall have the meaning set forth in Section 2.2(b).

     ?Finishing Activities? shall mean all granulation and other reasonable and necessary ancillary finishing activities for intermediate Virginiamycin products to be carried out in Building 3 (granulation) and/or requiring QC in Building 1, QA in Building 1, maintenance in Building 11, warehousing in Pavillon 5, utilities in Building 6 and supervisor offices in Pavillon 11.

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     ?Governmental Authority? shall mean any court of competent jurisdiction, governmental agency, board or commission or other governmental authority or other instrumentality of Belgium.

     ?Industrial Activities? means all Seller?s activities, process, equipment used in the manufacturing of Virginiamycin and Semduramicin, including but not limited to all necessary services supports including QC, QA, maintenance, warehousing, supervision and management.