<Page>
AGREEMENT
This Agreement dated March 11, 2002 ("Agreement") is by and between BASF
Aktiengesellschaft ("Seller") and Abbott Laboratories ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser and Seller are parties to that certain Purchase
Agreement dated as of December 14, 2000 (Number 194 of the Roll of Deeds for
2000 for Dr. Norbert Meister, notar, at Frankfurt am Main), as amended by the
Amendment dated as of March 2, 2001 (Number 226 of the Roll of Deeds for 2001
of Dr. Gerhard Pilger, notar, at Frankfurt am Main); the Second Amendment
dated as of May 18, 2001 (Number 56 of the Roll of Deeds for 2001 of Dr.
Norbert Meister, notar, at Frankfurt am Main), and the Agreement and Third
Amendment to the Purchase Agreement dated July 24, 2001 (Number 741 of the
Roll of Deeds for 2001 of Dr. Gerhard Pilger, notar, at Frankfurt am Main),
pursuant to which Purchaser acquired the Shares and Transferred Patents
(collectively, the "Purchase Agreement"); and
WHEREAS, the Parties have taken different positions as to the Pension
Indemnification Amount to be determined according to Section 21.4 of the
Purchase Agreement, Seller claiming a Seller Pension Indemnification Amount
of 39,747,609 Euro, Purchaser claiming a Purchaser Pension Indemnification
Amount of 26,252,000 Euro ("Pension Matters").
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to IT Disentanglement
Costs of USD 25,000,000 as specified in Exhibit 1 which was attached to the
e-mail of January 14, 2002 ("IT Matters")
<Page>
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to unanticipated
clinical study costs for sibutramine as specified in Exhibit 2 which was
attached to the e-mail of January 14, 2002 ("Sibutramine Matter").
WHEREAS, Purchaser had made a claim in an e-mail by John Poulos to
Seller's Joachim Scholz of January 14, 2002 with regard to revised terms of
the protium contract with BYK Gulden of USD 30,600,000 as specified in
Exhibit 3 which was attached to the e-mail of January 14, 2002 ("Protium
Matter").
WHEREAS, the Parties have agreed to amicably settle the Pension Matter,
the IT Matter, the Sibutramine Matter and the Protium Matter.
NOW, THEREFORE, in full and final settlement of the Pension Matter, the
IT Matter, the Sibutramine Matter and the Protium Matter the Parties agree as
follows:
1. PENSION MATTER.
1.1 The Parties agree that the Purchaser Pension Indemnification Amount and
the Seller Pension Indemnification Amount, as the case may be, is zero (0).
1.2 Seller shall take the actions described in Exhibit 4.
2. PROTIUM MATTER
The Parties have agreed to revise Section 15.1(I)(d) of the Purchase
Agreement by deleting the clause beginning with "provided that" through
the end of such Section and substituting therefore the following:
The Parties acknowledge that Purchaser and certain of its Affiliates
have entered into a new Distribution Agreement dated December 20, 2001
with Byk Gulden (the "Byk Gulden Agreement") under financial terms and
conditions which are less favorable to Purchaser than those in the
Development and Distribution Agreement dated May 1, 1996 between Knoll,
Ltd. and Byk Gulden. In satisfaction of Seller's obligations under this
Section 15.1(I)(d), commencing on December 1, 2001 and continuing
thereafter through the term of the Byk Gulden Agreement, Seller shall pay
to Purchaser 28% of the Purchaser's net sales (the "Promotional Fee") of
Protium in the United Kingdom, Ireland, Italy and Pakistan.
<Page>
Such payments shall be made for each Fiscal Quarter. As used herein, a
"Fiscal Quarter" shall be a consecutive three-month period commencing on
December 1st, March 1st, June 1st and September 1st. Purchaser shall within
15 business days of each calendar quarter provide an accounting of its net
sales of Protium to Seller and the amount of the Promotional Fee. Seller
shall pay the Promotional Fee to Purchaser within thirty days after receipt
by Seller of the statement from Purchaser that sets forth the amount of the
Promotional Fee. Seller shall be entitled annually, at Seller's expense, to
audit the calculation of the Promotional Fee. The Promotional Fee shall be
limited to an aggregate amount that, calculated from the date hereof, has a
net present value of US$30,600,000, with such net present value being
calculated with an assumed discount rate of 12.5% (the "NPV Cap"). At such
time as the amount of the Promotional Fee made by Seller to Purchaser
equals the NPV Cap, Seller shall have no further liability to Purchaser
under this Subsection 15.1(I). Attached as Exhibit 3a is an example of the
calculation of the Promotional Fee and the application of the NPV Cap.
3. EBEWE INSURANCE CLAIM.
3.1 Section 24.19 of the Purchase Agreement is deleted in its entirety.
3.2 Seller shall, at the direction of Purchaser, continue to prosecute,
bearing its own expenses, the EBEWE insurance claims. Seller shall use its
best efforts to settle the EBEWE insurance claims as soon as possible, any
settlement being subject to Purchaser's approval. Should the proceeds or
recovery from the EBEWE insurance claims be paid to Seller, Seller shall
pay such proceeds or recovery to Purchaser or as designated by Purchaser,
provided, that in this case Purchaser holds Seller harmless and indemnifies
Seller for any claims by EBEWE based on such payment.
4. SAMe INVENTORY. Seller hereby waves any claims against Purchaser for
SAMe products delivered to Purchaser on an "as is" basis (former Knoll
Bioresearch
<Page>
SPA, San Antonino, Switzerland) and hereby assigns any claims it may
have with regard to the quality of such delivery to Purchaser.
5. ALLOCATION.
Within sixty (60) days after the execution of this Agreement,
Purchaser will propose an allocation of the adjustment to the Aggregate
Purchase Price based upon the adjustments agreed to by the parties in
the Third Amendment to the Purchase Agreement and in this Agreement.
The parties will agree to a revised Exhibit 8.1 within sixty (60) days
thereafter.
6. RESERVATION OF RIGHTS.
Except with regard to the matters expressly dealt with in this
Agreement, nothing in this Agreement shall be deemed to be a waiver
by either Party of any right that such Party may have under and in
accordance with the terms of the Purchase Agreement as amended hereby,
or an agreement to forbear from exercising any right or remedy with
respect to any provision in the Purchase Agreement including
Sections 15 and 18. Purchaser specifically reserves its rights and
remedies under the Purchase Agreement, the documents delivered in
connection therewith and applicable law.
7. NOTICES.
All notices, statements and other communications to be given with
respect to this Agreement shall be in the English language and sent by
registered mail, by facsimile transmission or by messenger to the
parties at the following addresses or at such other addresses as shall
be specified by the parties:
If to Seller: BASF Aktiengesellschaft
Central Legal Department
67056 Ludwigshafen, Germany
Fax: 49-621-60-20410
<Page>
If to Purchaser: Abbott Laboratories
D-364, Bldg. AP6D
100 Abbott Park Road
Abbott Park, IL 60064-6020
Fax: 847-938-6277
Attn: General Counsel
8. ENTIRE AGREEMENT; WRITTEN FORM.
(a) Except with regard to the matters expressly dealt with in this
Agreement, the Purchase Agreement shall remain in full force
and effect and, together with this Agreement and the
Disclosure Letter, shall constitute the entire agreement of
the Parties with respect to the subject thereof and hereof and
supercede all other prior agreements and undertakings both
written and oral among the Parties with respect to the subject
matter thereof and hereof. In the event of any translation of
this Agreement, the English version shall govern.
(b) Any changes in this Agreement, including, but not limited to,
this clause shall only be valid if made in writing and
executed by both Seller and Purchaser or, if necessary, in a
stricter form.
9. ASSIGNMENT. Neither Seller nor Purchaser may assign any rights or
obligations under this Agreement to any third party without the consent
of the respective other Party.
10. GOVERNMENT LAW; JURISDICTION.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the Federal Republic of Germany,
without regard to its choice of law rules.
(b) Except as otherwise expressly stated elsewhere in this
Agreement, all disputes arising out of or in connection with
this Agreement, including any question regarding its
existence, validity or termination, shall be referred to
<Page>
and finally resolved by arbitration in accordance with the
Rules of the German Institute of Arbitration e.V. (DIS)
without recourse to the ordinary courts of law, provided that
the Chairman of the Arbitral Tribunal shall not be of the same
nationality as that of any of the parties to a given dispute.
The place of arbitration shall be Frankfurt, Germany; the
language of the arbitration shall be English.
11. EXPENSES.
(a) Except as specifically provided otherwise in this Agreement,
each Party shall bear its own expenses and fees (including
attorneys', accountants', consultants' and advisors' fees) in
connection with this Agreement or any of the actions
contemplated herein.
(b) Fees and costs triggered by the implementation of this
Agreement, including but not limited to any notarial fees, any
transfer or sales Tax (including any value added Tax and stamp
duties and property transfer Tax according to Section 5,
Paragraph 3 Grunderwerbssteuergesetz) and any registration or
publication fees shall be borne by Purchaser.
12. SEVERABILITY.
Should any of the provisions of this Agreement be or become fully or
partly invalid or unenforceable, the remainder of the Agreement shall
be valid or enforceable. The invalid or unenforceable provision shall
be replaced by a provision which shall come as close as possible to the
economic purpose of the invalid provision. Any gaps in this Agreement
shall be filled by a provision which the parties as prudent businessmen
would be in good faith have agreed to, had they considered the matter
not covered by this Agreement.
<Page>
This deed and the Exhibits 1 and 4 were read aloud in the presence of the deputy
notary and signed in their own hands by the persons appearing and the deputy
notary.
The Exhibits 2, 3 and 3a have been shown to the persons appearing; they waived
reading and signed them page by page:
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
[SEAL OF DR. GERHARD PILGER NOTAR IN FRANKFURT AM MAIN]
<Page>
EXHIBIT 1
IT DISENTANGLEMENT
JANUARY 2002
<Page>
DISENTANGLEMENT COST
- During the integration of BASF-Pharma, Abbott incurred unanticipated
costs for the extrication from the BASF supported IT environment.
- Costs incurred based on decisions supporting Abbott's business
requirements were not included in the disentanglement costs
summarized on pages 16-20.
2
<Page>
DUE DILIGENCE CONCLUSIONS
- During the due diligence process, BASF provided documents leading
to the following seven conclusions:
1. BASF-Pharma "operates largely as an independent company"
consisting of a "fully separated IT System" and operated on a
"near stand-alone basis" to BASF.
2. SAP was the pervasive enterprise application throughout the
worldwide BASF-Pharma organization.
3
<Page>
DUE DILIGENCE CONCLUSIONS
3. Lotus Notes was the pervasive groupware and e-mail system
throughout BASF-Pharma.
4. Siebel had been selected as the standard SFA (Sales Force
Automation) system and had been deployed throughout
BASF-Pharma.
5. LABSQ had been selected as the standard LIMS (Laboratory
Information Management System) and was deployed throughout
BASF-Pharma.
4
<Page>
DUE DILIGENCE CONCLUSIONS
6. Documentum had been selected as the standard document
management system and was deployed throughout BASF-Pharma.
7. Oracle had been selected as the standard database and was
deployed throughout BASF-Pharma.
5
<Page>
IT ENVIRONMENT EXPECTATIONS
- The aforementioned seven conclusions resulted in the the following
expectations:
1. Abbott would acquire substantial worldwide SAP implementations
which would require minimal extraction from BASF.
2. BASF-Pharma operated in a global SAP environment.
3. Lotus Notes groupware technology was used pervasively to
communicate throughout the enterprise. Groupware and e-mail
technologies other than Notes would not be encountered.
6
<Page>
IT ENVIRONMENT EXPECTATIONS
4. A standard LIMS application (LABSQ) was globally deployed.
5. A standard SFA (Siebel) was globally deployed.
6. A common database platform (Oracle) was globally deployed.
License transfers were partially addressed in the purchase
agreement amendment document.
7. A common document management application (Documentum) was
globally deployed.
7
<Page>
IT ENVIRONMENT EXPECTATIONS
8. Wide Area Network (WAN) components (routers, modems, etc) were
owned and operated by BASF-Pharma. This was addressed in the
purchase agreement amendment document.
9. Local Area Network (LAN) components were owned and operated
by BASF-Pharma and operated independently of BASF. This was
addressed in the purchase agreement amendment document.
10. BASF-Pharma owned and operated their own data centers.
8
<Page>
IT ENVIRONMENT EXPECTATIONS
11. BASF-Pharma possessed clear ownership of software licenses
and would be able to provide proof of ownership for software
installed on their computing platforms. License count transfer
was addressed in the purchase agreement amendment document.
12. Very limited or no segregation between BASF's and Abbott's
respective networks would be required due to the "fully
separated nature" of the IT system.
13. BASF-Pharma was performing their own network account
administration
9
<Page>
IT ENVIRONMENT EXPECTATIONS
14. BASF-Pharma owned or was named leaseholder for all computing
technology.
15. BASF-Pharma owned or was named leaseholder for telephone
equipment.
10
<Page>
ACTUAL IT ENVIRONMENT
- - Abbott IT professionals encountered an IT environment significantly
different than the one proposed in the data room documents.
11
<Page>
US ENTANGLEMENT BACKGROUND
- - The degree of BASF intercompany reliance was near absolute.
- - Most business processes for the US, BBC (now known as ABC), and Canada were
handled out of a central instance of SAP, known as CAT (Continental
Americas Template) housed in the BASF data center in Mount Olive, NJ.
Business functions supported by this application included supply chain,
manufacturing and finance.
- - An additional SAP instance housed in Mount Olive, NJ, known as TSP,
processed some of the technical purchasing needs and plant maintenance
records.
- - All network infrastructure, including e-mail, telecommunications and most
voice communications was managed by BASF corporate and charged back to the
operating companies.
12
<Page>
EUROPE ENTANGLEMENT
BACKGROUND
- - Most of the telecommunications infrastructure and some application support
was handled by BASF. Additionally, the global Novell Directory Services
(NDS) network security was developed and maintained by BASF in
Ludwigshafen.
- - NDS is the network authentication model used throughout the world for those
people logging into the BASF network and is therefore, highly integrated
into the BASF network security model. All sites allowing BASF network
access use this security capability.
- - Intercompany IT reliance varied significantly by site and installed
technology. Some sites, such as Ludwigshafen, Italy, Spain and the UK,
offered greater disentanglement obstacles due to higher level of business
application intercompany IT reliance. Others sites, such as those in the
eastern European countries and Portugal, have less reliance on BASF
application support.
- - Additionally, some affiliate locations house both BASF and Abbott
employees. This co-location of employees introduces additional complexity
including segregation of the Abbott people from the BASF network (and visa
versa) and voice communications.
- - BASF Notes e-mail infrastructure support was site specific with some sites
relying on BASF and others operating independently.
13
<Page>
OTHER EX-US ENTANGLEMENT
BACKGROUND
LATIN AMERICA:
- - Much of the telecommunications infrastructure and some applications support
was handled by BASF. The degree of entanglement varied significantly by
site and installed technology.
- - Columbia's business processes were being supported by the CAT template
housed in Mount Olive, NJ. Other sites, such as Brazil, operated somewhat
independently and offered less disentanglement complexities.
- - BASF Notes e-mail infrastructure support was site specific with some sites
relying on BASF and others operating independently.
PACIFIC ASIA AFRICA:
- - Offered the least amount of disentanglement from BASF. However, due to the
lack of BASF corporate IT infrastructure and standard application
deployment, little technical detail was available.
- - Site surveys and visits were conducted throughout March and April to
determine the amount of entanglement, technology deployment and number of
connected locations.
- - Few sites possessed connections to the BASF network and relied on Internet
mail for e-mail communications back to BASF. BASF business application
support was minimal.
14
<Page>
ACTUAL IT ENVIRONMENT
- - These IT environmental differences caused Abbott to invest in application
and infrastructure disentanglement in order to remove the dependence on
BASF. These investments were unexpected, given BASF's provided
documentation. These costs are summarized on pages 16-20.
15
<Page>
ESTIMATED DISENTANGLEMENT
COSTS BY GEOGRAPHY ($000)
<Table>
<Caption>
Total
-----
US application disentanglement 6,222
US infrastructure 6,257
Total US 12,479
Ex-US application 3,647
Ex-US infrastructure 8,877
Total Ex-US 12,524
Grand Total 25,003*
</Table>
* Proposed amount to be reimbursed by BASF.
16
<Page>
US APPLICATION
DISENTANGLEMENT COSTS ($000)
<Table>
<Caption>
Item Total
- ---- -----
Order processing and EDI 341
HR and Financial systems 872
CAT extraction from Mount Olive 4,486
R & D server relocation 400
Transfer SPRINT data to US 100
Disentanglement travel expenses 23
Total 6,222
</Table>
17
<Page>
US INFRASTRUCTURE
DISENTANGLEMENT COSTS ($000)
<Table>
<Caption>
Item Total
- ---- -----
Wide area network 172
(routers, switches, phone systems, firewalls)
Disentangle from BASF Novell security 2,991
(including Notes disentanglement)
Oracle and MDL licenses 2,429
(difference between Abbott and BASF licenses)
Desktop migration 665
(transition from BASF owned lease)
Total 6,257
</Table>
18
<Page>
EX-US APPLICATION
DISENTANGLEMENT COSTS ($000)
<Table>
<Caption>
Item Total
- ---- -----
Ludwigshafen data center 3,408
MSS sales system 54
Netherlands migration from MUCCS 44
Spain H/R disentanglement 51
Italy AS/400 90
Total 3,647
</Table>
19
<Page>
EX-US INFRASTRUCTURE
DISENTANGLEMENT COSTS ($000)
<Table>
<Caption>
Item Total
- ---- -----
Wide area network 2,422
(routers, switches, phone systems, firewalls)
Disentangle from BASF Novell security 6,329
(including Notes disentanglement)
Oracle licenses 126
(difference between Abbott and BASF licensing practice)
Total 8,877
</Table>
20
<Page>
EXHIBIT 2
SIBUTRAMINE EU CLINICAL STUDY
EXTERNAL COSTS ONLY
<Table>
<Caption>
Activity 2002-2008 Costs ($MM)
-------- ---------------------
Staffing $ 7.86
Operating $ 2.11
Overhead $ 2.99
Contingency $ 1.14
Nat. Co-ord. $ 3.01
Meetings/Travel $ 14.73
Investigator Fees $ 60.00
Other Expenses $ 5.00
Subtotal $ 96.84
Laboratory Tests $ 2.50
CRO Costs $ 22.60
Total External Costs $121.94
Clinical Costs per BASF
Senior Management
discussions/due diligence. $ 67.50
(Euro 75 MM).
Difference $ 54.44
</Table>
Comments
- The above clinical study reflects 12,800 patients (consistent with
BASF estimate of 12,500).
- The CPMP has approved the protocol for this study.
- The above clinical cost estimate reflects external costs only. We are
in the process of preparing internal cost estimates for this clinical
study.
<Page>
Exhibit 3
Confidential
ABBOTT LABORATORIES
TOTAL WORLDWIDE PROTIUM -- NPV IMPACT PER THE BASF CONTRACT
($MM)
<Table>
<Caption>
Last 9 Mo
2001 2002 2003 2004 2005 2006
--------- ---- ---- ---- ---- ----
TOTAL ABBOTT NET SALES 24,0 35,0 37,0 39,0 41,0 43,0
EARNINGS BEFORE INTEREST & TAXES 7,9 11,6 14,1 14,8 17,6 18,5
WORKING CAPITAL CASH FLOW (5,8) (2,7) (0,6) (0,5) (0,5) (0,5)
---- ---- ---- ---- ---- ----
TOTAL CASH FLOW 2,1 8,9 13,5 14,4 17,0 18,0
</Table>
2001-2006 NPV @ 12.5% 51,4
<Page>
EXHIBIT 3a
<Table>
<Caption>
2002 2003 2004 2005 2006
---- ---- ---- ---- ----
Total Abbott Net Sales of Pantoprazole
(Protium) 40.3 43.7 46.9 49.3 8.8
Promotional Fee paid to Abbott (28% of
Net Sales)* 11.3 12.2 10.7 0.0 0.0
NPV @ 12.5% (Fees paid to Abbott by BASF) 30.6
</Table>
* 28% of Net Sales until $30.6 MM is paid (NPV basis).
Net Sales will be calculated using the exchange rate used by Purchaser for its
financial accounting and reporting purposes.
<Page>
EXHIBIT 4
BELGIUM: In regard of the pension entitlements as of March 02, 2001 of
members who elected to transfer their past service pension benefits from
Seller to Purchaser, Seller shall procure that the amount of 913,049.19 EUR
(assumed payment date: March 10, 2002) is paid to an account to be specified
by Purchaser.
BRAZIL (PENSION PLAN): In regard of the Pension Liabilities as of March 02,
2001 Seller shall procure that (i) for the non contributing members with a
DB-minimum benefit the amount of 567,639 BRL per annum for the period between
March 02, 2001 and the actual date of payment plus 6% interest per annum for
the period between March 02, 2001 and the actual date of payment and (ii) for
the DC-members and former Knoll employees with a vested DC-benefit
entitlement the amount of 4,642,390 BRL increased with the net return of
invested assets under the Knoll section for the period between March 02,
2001 and the actual date of payment are paid to an account to be specified by
Purchaser. An excess of pension assets over the Pension Liabilities will be
credited to all the Knoll section members and non-members based on the
individual DC accounts for the contributing and vested DC-members, the
present value of the current pension benefit paid for the pensioners and the
PBO-value of the minimum DB-benefit of non-contributing plan members. The
respective actions are described in a document called "Termo de Retirada da
Patrocinadora Knoll Produtos Quimicos e Farmaceuticos Ltda. do Plano de
Aposentadoria da BASF Sociedade de Previdencia Privada" signed by BASF S.A.
and Abbott Laboratorios do Brasil Ltda. dated January 14, 2002.
BRAZIL (GENERAL MANAGER): BASF hereby transfers the former International
Group Insurance Contract (insured with Victoria; policy number GV 2693594/30)
financing the Pension Liabilities for the General Manager to Purchaser with
effect of March 02, 2001.
CANADA: In regard of the Pension Liabilities as of March 02, 2001 Seller
shall procure that the amount of 5,071,131 CAD plus 6% interest per annum for
the period between March 02, 2001 and the actual date of payment is paid to
an account to be specified by Purchaser.
IRELAND: With regard to the Pension Liabilities as of March 02, 2001 of
members who elect to transfer their past service pension benefits from Seller
to Purchaser, Seller shall procure that the amounts per employee specified
in the report of the Seller's actuary Towers Perrin dated June 29, 2001
adjusted as per the email from Seller's actuary dated September 04, 2001 as
confirmed by Purchaser's actuary Hewitt plus 6% interest per annum for the
period between March 02, 2001 and the actual date of payment is paid to an
account to be specified by Purchaser plus contributions made during the
participation period including adequate interest, less an agreed
administration charge and less a deduction of risk premiums for insured
death-in service benefits paid by the Seller for the Knoll employees during
the participation period in Seller's Group Pension Arrangement.
1
<Page>
NETHERLANDS: As the Knoll/Abbott company in the Netherlands wishes to stay in
the BASF Group Insurance Separate Account Arrangement (insured with Zwitser
Leven; policy number GN 3513) until December 31, 2002 (i) Purchaser agrees to
pay the necessary contributions and administration charges, the latter being
determined proportionately to Knoll's policy reserve as compared with the
total policy reserve under the BASF Group Insurance Separate Account
Arrangement, for the participation period after March 02, 2001, and Seller
shall procure that (ii) dividends achieved under the separate accounting will
be appropriately paid back to the Knoll/Abbott company in the Netherlands
during the participation period and (iii) an amount equal to the policy
reserve (any possible free reserves or provisions excluded) as of December 31,
2002 for all Knoll-members transferring their past service pension benefits to
a pension arrangement of Purchaser in fulfilment of their Pension Liabilities
as of December 31, 2002 is paid to an account of an insurance company or
pension fund according to the Pensioen-en Spaarfondsenwet (Pension and Savings
Act) further to be specified by Purchaser. If it is not possible to negotiate
a reasonable policy separation prior to December 31, 2003, BASF agrees to
maintain Abbott/Knoll in the BASF Group Insurance Separate Account Arrangement
(until expiry) based upon the above said parameters.
UK: With regard to the Pension Liabilities as of March 02, 2001 of members
who elected to transfer their past service pension benefits from Seller to
Purchaser, Seller shall procure that the amounts per employee specified in
the actuarial report of Seller's actuary Towers Perrin as confirmed by
Purchaser's actuary Hewitt plus 6% interest per annum for the period between
March 02, 2001 and the actual date of payment is paid to an account to be
specified by Purchaser plus contributions made during the participation
period including adequate interest, less an agreed administration charge and
less a deduction of risk premiums for insured death-in service benefits paid
by the Seller for the Knoll employees during the participation period in
Seller's Group Pension Arrangement.
2
<Page>
BEGLAUBIGTE ABSCHRIFT
POWER OF ATTORNEY
I, the undersigned
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
hereby grant a substitute power of attorney on behalf of
Abbott Laboratories
Abbott Park, Illinois, USA
-hereinafter referred to as the "Company"-
to
Ansgar C. Rempp
Jens U. Boeck
and Ercan Acikel
each with business address at
Jones, Day, Reavis & Pogue
Frankfurt, Germany
according to the power of attorney dated February 23, 2001 granted to me by
the Company (the "Original Power of Attorney"), a copy of which is attached
hereto, to individually represent the Company within the scope and
limitations provided for by the Original Power of Attorney.
Illinois, July 19, 2001
/s/ MICHAEL G. STROHMEIER
- -------------------------------------
Michael G. Strohmeier
SUBSCRIBED AND SWORN TO ----------------------------------
before me this 19th day of July, 2001 "OFFICIAL SEAL"
SONIA ARCHER
/s/ Sonia Archer Notary Public, State of Illinois
- ------------------------------------- My Commission Expires 08/26/03
Notary Public ----------------------------------
<Page>
POWER OF ATTORNEY
We, the undersigned company
Abbott Laboratories
Abbott Park, Illinois, USA
hereinafter referred to as the "Company"
hereby grant powers of attorney to
James L. Tyree
with business address at
Abbott Laboratories
Abbott Park, Illinois, USA
Brian J. Smith
with business address at
Abbott Laboratories
Abbott Park, Illinois, USA
Charles N. Bensinger III
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
and
Michael G. Strohmeier
with business address at
Jones, Day, Reavis & Pogue
Chicago, Illinois, USA
to individually represent the Company in connection with the transactions
contemplated by the purchase agreement dated as of December 14, 2000 (the
"Purchase Agreement") between BASF Aktiengesellschaft, a stock corporation
organized under the laws of the Federal Republic of Germany ("BASF") and the
Company, including, but not limited to, (i) any amendments to the Purchase
Agreement; (ii) the sale of all of the issued and outstanding shares of
capital stock of (a) Knoll AG, a stock corporation organized under the laws
of the Federal Republic of Germany, and (b) BASF Pharmaceutical Corporation,
a Delaware corporation; (iii) the sale to the Company and/or any of its
subsidiaries of all of shares capital stock or other equity interests
directly or indirectly owned by BASF; (iv) the sale and transfer of certain
patents, trademarks, tradenames and other intellectual property, and to enter
into any kinds of agreements and commitments, including the right to grant
substitute and additional powers of attorney, as any of them deem necessary
and appropriate in connection therewith.
<Page>
Our representatives shall be authorized to make all statements they deem
necessary or appropriate in this context. Furthermore, our representatives
shall be released from the restrictions set forth in Section 181 of the
German Civil Code.
ABBOTT LABORATORIES
Illinois, 23 day of February, 2001.
by :
/s/ Gary P. Coughlan
- ----------------------------------------
Gary P. Coughlan, Senior Vice President,
Finance and Chief Financial Officer
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STATE OF ILLINOIS )
) ss.
COUNTY OF LAKE )
The undersigned, a Notary Public in and for the County and State
aforesaid, does hereby certify that Gary P. Coughlan, personally known to me
to be a duly appointed officer of Abbott Laboratories, an Illinois
corporation, appeared before me this day in person and acknowledged under
oath that in such capacity he or she signed and delivered this certificate
pursuant to authority duly given to him by said corporation.
GIVEN under my hand and seal this 23 day of February, 2001.
/s/ Judith Pacheco
----------------------
Notary Public ---------------------------------
OFFICIAL SEAL
Judith Pacheco
Notary Public, State of Illinois
My Commission Expires 10/4/03
---------------------------------
My Commission expires: 10/4/03
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Die wortliche Ubereinstimmung vorstehender Ablichtung mit der mir
vorliegenden Urschrift beglaubige ich hiermit.
Frankfurt am Main, den 11. Marz 2002
/s/ Dr. Mattke
[SEAL] Dr. Mattke
als amtlich bestellter Vertrater
des Notars Dr. Gerhard Pilger
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BEGLAUBIGTE ABSCHRIFT
BASF Aktiengesellschaft BASF
VOLLMACHT
Hiermit erteilen wir
Frau Tanja Brandner
geschaftsansassig
Pilger & Mattke
Wiesenau 43
60323 Frankfurt am Main
Vollmacht, BASF Aktiengesellschaft bei der notariellen Beurkundung des
beigefugten "Agreement" zwischen BASF Aktiengesellschaft und Abbott
Laboratories am 11.03.2002 zu vertreten.
Ludwigshafen, 11.03.2002
BASF Aktiengesellschaft
/s/ DR. THOMAS BECKER /s/ WOLFGANG WONDE
- ----------------------------- ------------------
Dr. Thomas Becker Wolfgang Wonde
(Prokurist) (Prokurist)
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Telefon +49 821 50-0 (Vermittlung) Sitz der Gessellschaft: Aufsichtsratavorsitzender; Berthold Leibinger
Telefax +49 821 60-42525 (Zentrale) 67056 Ludwigshafen, Deutschland Vorstend: Jurgen Strube, Vorsitzender;
Telex 45499-0 bas d (Vermittlung) Registergericht: Amtsgericht Ludwigshafen Max Dietrich Kjey, steliv, Vorsitzender;
E-Mail: Info.service@basf-ag.de Eintragungsnummer: HRB 3000 Helmut Becks; John Feldmann;
Internet: www.basf.de Bankverbindung: Jurgen Hambrecht; Klaus Peter Lubbe;
Wintershall Bank GmbH 34119 Kassel, Stefan Marcinowski; Peter Oakley;
Girokonto 400 505 (BLZ 520 200 00) Eggert Voscherau
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