Registration document 2005 Chapter Page Chapter Page General introductory comments 2 1 Persons responsible 3 14.2 Conflicts of interest involving directors and executive officers 98 14.3 Directors’ and executive officers’ interests in the Company and the Group at 16 March 2006 98 2 Auditors 5 15 Compensation and benefits 99 Selected financial information 7 3 15.1 Global amount of compensation and benefits paid to directors 100 4 Risk factors 9 15.2 Bonus shares allotted to directors and executive officers 100 15.3 Stock options allotted to directors and executive officers 101 15.4 Agreements entered into by the Group with 5 Information relating to the Company and the Group 21 executive officers or key shareholders 101 5.1 History and development of the Company and of the Group 22 15.5 Loans and guarantees granted to executive officers 101 5.2 Investments 25 16 Operation of the Company’s governing bodies 103 6 Overview of the Group’s business 27 16.1 Organisation of the Company’s governing bodies 104 6.1 Principal activities 28 16.2 Service contracts with members of the Company’s governing bodies 107 6.2 Principal markets in which the Group operates 38 16.3 Board Committees 107 6.3 Exceptional events that influenced the information given in sections 6.1 and 6.2. 40 16.4 Internal control 109 6.4 Extent of the Company’s dependence on patents or licences, industrial, commercial or financial contracts or new 17 Employees 117 manufacturing processes 41 6.5 Elements on which the Company’s statements concerning its 17.1 Human resources 118 competitive position are based 41 17.2 Employee incentive schemes 125 6.6 Regulations 42 18 Main shareholders 129 7 Corporate structure of the Group 45 18.1 Identification of the shareholders 130 7.1 Organisational structure 46 18.2 Voting rights of shareholders 131 7.2 Restructuring 47 18.3 Shareholders’ agreements 132 18.4 Undertakings/Agreements likely to cause a change of control of the Company 133 8 Property, plant and equipment 49 8.1 Industrial sites, real estate properties and equipment 50 Related party transactions 135 8.2 Environmental issues 51 19 9 Review of the financial position and results 55 Financial information concerning the Company’s 20 assets and liabilities, financial position 9.1 Major developments in the period under review 56 and profits & losses 137 9.2 Analysis of results 58 20.1 2005 consolidated financial statements 138 20.2 Pro forma financial information 216 10 Cash flow and capital 67 20.3 2005 separate financial statements of the parent company 292 10.1 Analysis of the cash flow statement 68 10.2 Analysis of debt 69 21 Additional information 309 21.1 Share capital 310 11 Research and Development, patents and licences 71 21.2 Articles of Incorporation 315 11.1 Research and Development 72 21.3 Dividends 318 11.2 Intellectual property 79 21.4 Market in Ipsen shares 319 12 Information on trends 83 22 Material contracts 321 12.1 Technical and regulatory situation in France 84 22.1 Agreements in therapeutic areas targeted by the group 322 12.2 Other measures introduced to reduce public health spending 84 22.2 Agreements in primary care 328 12.3 Product trends 84 22.3 Other agreements 329 12.4 Productivity drive 84 Third party information, statements by experts 23 13 Earnings forecasts and estimates 85 and declarations of any interests 331 13.1 Results forecast 86 13.2 Report of the statutory auditors on results forecasts 87 24 Consultation of legal documents 331 Administrative, management and supervisory Information on holdings 331 14 bodies and senior management 89 25 14.1 Members of the administrative, management and supervisory boards 90 Société anonyme with a share capital of €84,024,683 Registered office: 42, rue du Docteur Blanche, 75016 Paris, France 419 838 529 RCS Paris REGISTRATION DOCUMENT 2005 Year ended 31 December 2005 Pursuant to the provisions of its general regulation, in particular article 212-13, the Autorité des Incorporation by reference: marchés financiers (AMF) has registered this registration document on 26 April 2006 under number R.06-0039. Pursuant to the provisions of article 28 of EC regulation 809/2004 of This document may not be used in support of any financial operation unless it is accompanied 29 April 2004, readers are referred by a prospectus approved by the AMF. This document has been prepared by the issuer, and its to the prospectus for Ipsen recorded signatories assume responsibility for its contents. The registration pursuant to the provisions by the AMF on 14 October 2005 under of article L. 621-8-1-I of the French Monetary and Financial Code has been granted after number I.05-127, for the following financial the AMF has verified “whether the document is complete and comprehensible and whether information: financial information prepared the information it contains is consistent”. It does not imply a validation by the AMF of the under French GAAP for the 2004 financial accounting or financial information presented herein. year: the management discussion and analysis, This registration document is a translation of the official document de base registered historical and pro forma consolidated financial with the AMF and is for information purposes only. In case of any discrepancy between statements (including the auditors’ reports); and this registration document and the document de base, the document de base will financial information prepared under French GAAP govern. for the 2003 financial year: the management discussion and analysis, historical and pro forma consolidated financial statements (including the auditors’ reports). – Registration document 2005 1 General introductory comments This registration document also contains details of the markets in which In this registration document, unless stated otherwise, the terms the Group operates. This information is notably taken from research “Company” and “Ipsen” refer to Ipsen SA and the term “Group” produced by external organisations. Given the very rapid pace of change refers to Ipsen and its subsidiaries and shareholdings. in the pharmaceutical sector in France and the rest of the world, this information may prove to be erroneous or out of date. Accordingly, trends in the Group’s business activities may differ from those set forth This registration document contains forward-looking statements about the in this registration document and the statements or data shown in this Group’s targets and forecasts, especially in Chapter 12. Such statements registration document may prove to be erroneous, without the Group may in certain cases be identified by the use of the future or conditional being obliged in any way whatsoever to update them. tense or by forward-looking words including but not limited to “believes”, Forward-looking statements, targets and forecasts shown in this “targets”, “anticipates”, “intends”, “should”, “aims”, “estimates”, registration document may be affected by risks, either known or unknown, “considers”, “wishes” and “may”. These statements are based on data, uncertainties and other factors that may lead to the Group’s future results assumptions and estimates that the Company considers to be reasonable. of operations, performance and achievements differing significantly from They are subject to change or adjustment owing to uncertainties arising the stated or implied targets and forecasts. These factors may include from the vagaries inherent in all research and development activities, as changes in economic or trading conditions and regulations, as well as well as in the economic, financial, competitive, regulatory and climactic the factors set forth in Chapter 4 – “Risk factors” of this registration environment. In addition, the Group’s business activities and its ability to document. meet its targets and forecasts may be affected if certain of the risk factors described in Chapter 4 – “Risk factors” of this registration document arise. In addition, attainment of the targets and forecasts implies the success of the strategy presented in section 6.1.1.2 of Chapter 6 – “Strategy” of this registration document. The Company makes no undertaking and gives no guarantee as to attainment of the targets and forecasts shown in this registration document. Investors are urged to pay careful attention to the risk factors described in Chapter 4 of this registration document before making their investment decision. One or more of these risks may have an adverse effect on the Group’s activities, condition, the results of its operations or on its targets and forecasts. Furthermore, other risks not yet identified or considered as significant by the Group could have the same adverse effects, and investors may lose all or part of their investment. 2 Registration document 2005 – < Table of contents > 41 Persons responsible Page 1.1 Person responsible for the registration document 4 1.2 Attestation of the person responsible for the registration document 4 1.3 Person responsible for financial information 4 1.4 Indicative financial reporting timetable 4 – Registration document 2005 3 < Table of contents > 1 Persons responsible Person responsible for the registration document 1.1 Person responsible for the registration document 1 Mr Jean-Luc Bélingard, Chairman and Chief Executive Officer of Ipsen. 2 3 1.2 Attestation of the person responsible for the registration document 4 “I affirm that having taken all reasonable care to ensure that such is the case, the information contained in this registration document is, to the best of my 5 knowledge, in accordance with the facts and contains no omission likely to affect its import. The Company has obtained a letter from its statutory auditors certifying that they have verified the financial and accounting information provided in this 6 registration document in accordance with the practice and professional standards applicable in France, and that they have read the document as a whole.” 7 Jean-Luc Bélingard Chairman and Chief Executive Officer.