Amendment to the Services Agreement relating to the SARA-DATA Clinical Data Platform Between Biophytis SA as Client and BlueCompanion as Service Provider
Translation for information purposes only
Amendment to the Services Agreement
relating to the XXXX-DATA Clinical Data Platform
Between
as Client
and
BlueCompanion
as Service Provider
TABLE OF CONTENTS
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DEFINITIONS - INTERPRETATION |
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MODIFICATIONS MADE TO THE CONTRACT |
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ABSENCE OF OTHER MODIFICATIONS |
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ABSENCE OF NOVATION |
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ENTRY INTO FORCE |
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INVALIDITY OF A STIPULATION |
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THIS AMENDMENT IS ENTERED INTO ON 26 NOVEMBER 2018:
BETWEEN
(1) Biophytis SA, a public limited company with share capital of EUR 2,692,682.60, having its registered office located at 00 xxxxxx xx x’Xxxxx, 00000 Xxxxx, registered in the Trade and Companies Register of Paris under number 492.002.225 and represented by Xx Xxxxxxxxx Xxxxxxx, duly authorised for the purposes hereof (hereinafter the “Client”)
and
(2) BlueCompanion Ltd, a company under English law, having its registered office located at Carlyle House, Lower Ground Floor, 235-237 Vauxhall Xxxxxx Xxxx, Xxxxxx, Xxxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, registered under number 9648211, represented by Mrs Susanna Del Xxxxxxx, duly authorised for the purposes hereof (hereinafter the “Service Provider”).
The Client and the Service Provider are hereinafter collectively referred to as the Parties and individually as a Party.
THE FOLLOWING WAS SET FORTH BEFOREHAND
(A) The Client is a company specialising in biomedical research and the development of health products (nutraceuticals and medicines). The Client has developed a portfolio of candidate drugs at different stages of development that address age-related degeneration pathologies.
(B) One of the candidate drugs being developed, named Sarconeos, concerns sarcopenia (skeletal muscle degeneration). The preparation of the clinical study of Phase 2b of Sarconeos is in progress, including, among other things, a study for characterisation and preselection of the target population in four (4) countries (Belgium, France, Italy and the United States) (hereinafter the “XXXX-OBS Study”).
(C) The Service Provider is a company that offers services in connection with the implementation of clinical trials.
(D) The Parties wanted to establish a technological partnership in order to achieve the creation of a digital platform in connection with the clinical development of Sarconeos, and in particular the XXXX-OBS Study (BIO101-CL02), allowing the Client to collect and analyse the clinical data relating to Sarconeos (hereinafter the “XXXX-DATA Clinical Data Platform”).
(E) Starting from October 2016, the Service Provider began to carry out services in order to implement and develop the XXXX-DATA Clinical Data Platform. To this end, 16 May 2017 the Parties entered into a service-providing agreement in order to formalise their contractual relationship and to specify the terms and conditions for implementation of the development of the XXXX-DATA Clinical Data Platform (hereinafter the “Agreement”).
(F) By an amendment (the “First amendment”) dated 22 December 2017, the Parties modified (i) Articles 1 and 5 of the Agreement dated 16 May 2017, (ii) the specifications, (iii) the budget, and (iv) the duration of the Agreement.
(G) The Parties now wish to modify (i) the specifications, (ii) the budget and (iii) the duration of the Agreement.
(H) As a result of the preceding, the Parties have agreed to sign this amendment to the Agreement (the “Amendment”).
THIS HAVING BEEN SET FORTH, THE FOLLOWING WAS AGREED AND DECIDED:
1 DEFINITIONS - INTERPRETATION
For the purposes of this Amendment, capitalised terms and expressions have the meaning that they are given in the Agreement, unless otherwise defined in this Amendment.
2 MODIFICATIONS MADE TO THE CONTRACT
2.1 Modification of Article 8 of the Convention
By this Amendment, the Parties agree to modify Article 8 of the Agreement, which will henceforth be worded as follows:
· DURATION
8.1 The Agreement is entered into on the date hereof with retroactive effect from the 1st of July 2016 and ends on 31 October 2019.”
2.2 Modification of Annex 1 of the Agreement and the First Amendment
By this Amendment, the Parties agree to modify the entire Annex 1 of Article 2 of the Agreement, and Annex 2 of the First Amendment, specifying the specifications and the budget, the new version of which is enclosed as Appendix 1 of the Amendment.
3 ABSENCE OF OTHER MODIFICATIONS
3.1 The Parties expressly agree that with the sole exception of the modifications expressly made to the stipulations of the Agreement under the conditions referred to above, all other stipulations of the Agreement and the First Amendment remain unchanged and in full force.
3.2 Any reference to the Agreement and the First Amendment must be understood as a reference to the Agreement modified by this Amendment.
3.3 Unless otherwise stipulated in this Amendment, the Agreement and the First Amendment remain in full force, and from the date of signing of the Amendment, the Agreement, the First Amendment and this Amendment must be read and interpreted as forming a single document.
4 ABSENCE OF NOVATION
4.1 With the exception of what is expressly stipulated in Article 2 of the above Amendment, this amendment does not implement any novation concerning the terms and conditions of the Agreement.
4.2 This condition is an essential and determining condition for the Parties’ consent, without which they would not have signed the Amendment.
5 ENTRY INTO FORCE
The Amendment will enter into force on 1 August 2018.
6 INVALIDITY OF A STIPULATION
If one of the provisions of the Amendment proves to be or becomes invalid, unenforceable, void, illegal or inapplicable, this cannot call into question the validity, opposability or enforceability of the other provisions of the Amendment, which will not be affected or altered in any manner by it, and the Parties will not be exempt from carrying out the Amendment.
Drawn up in Paris
On December 7, 2018
In two (2) originals
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/s/ Xxxxxxxxx Xxxxxxx |
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/s/ Susanna Del Xxxxxxx |
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BlueCompanion | |
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Represented by Xx Xxxxxxxxx Xxxxxxx |
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Represented by Ms Susanna Del Xxxxxxx |
