0001019155-03-000421 Sample Contracts

FLAMEL TECHNOLOGIES S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of June 6, 1996 Amended and Restated as of August 10, 2001
Deposit Agreement • September 30th, 2003 • Flamel Technologies Sa • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT dated as of June 6, 1996, as amended and restated as of August 10, 2001, among FLAMEL TECHNOLOGIES S.A., a société anonyme incorporated under the laws of The Republic of France (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and holders from time to time of American Depositary Receipts issued hereunder.

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Exhibit A to Deposit Agreement
Deposit Agreement • September 30th, 2003 • Flamel Technologies Sa • Pharmaceutical preparations

The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that _________________________________________, or registered assigns IS THE OWNER OF _______________________________________________________

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