notice of annual general meeting., page-27

Sky

"Widely regarded as a major deterrent, the Delaware law has an exception if the hostile bidder can acquire more than 85 percent of the target's stock, excluding shares held by inside managers and by certain kinds of employee stock-ownership plans".
------------------------------------------
This reads if they get 85% of the target's stock EXCLUDING SHARES HELD BY INSIDE MANAGERS ETC. So if the insiders hold 20% of the stock then the takeover company looks to acquire 85% or more of the remaining 80%.
-------------------------------------------------

I take Insiders to be NAMED EXECUTIVE OFFICERS (we have 6)AND DIRECTORS and BIG JIM.
-------

From last years Form 10 K in Annual Report. page 11

Pursuant to the industrialization agreement, if UMSL agrees to, or proposes to agree to, a change of control
with a third party, UMSL must give a written notice to sanofi-aventis, who will be "entitled", within five business days, to make an offer on at least equivalent terms. In the absence of an improved change of control proposal, UMSL must accept the matching offer of sanofi-aventis. If UMSL receives an improved change of control offer from the third party, then UMSL must give a further notice to sanofi-aventis for it to make a further matching offer. In addition, if during the term of the industrialization agreement, a change of control that does not involve sanofiaventis, or its affiliates, obtaining control of UMSL (i) is not recommended by UMSL’s board of directors, (ii) will cause harm to sanofi-aventis, as defined in the agreement or (iii) under which Mr. Alan Shortall, our CEO and director, is not to continue in such capacities for at least two years after the change of control, then sanofi-aventis will have the right to terminate the industrialization agreement within ten business days after receiving a notice from UMSL, or after it otherwise becomes aware of the change of control. Pursuant to the industrialization agreement, a change of control means, in general terms, a change in the ownership of 50% or more of UMSL’s shares or the power to determine the majority composition of UMSL’s board of directors or any other event that UMSL’s board determines to be a change of control event.


Page 29

Section 203 of the Delaware General Corporation
Law, from which we did not elect to opt out, provides that if a holder acquires 15% or more of our stock without
prior approval of our board of directors, that holder will be subject to certain restrictions on its ability to acquire us within three years. In addition, our industrialization agreement with sanofi-aventis provides to sanofi-aventis the right to match a change of control proposal and to terminate the industrialization agreement under certain circumstances of a change of control event.