Exhibit 10.4.1
AMENDMENT TO THE COMMERCIAL LEASE
OF DECEMBER 24, 1998
This Amendment is signed by:
- AVENTIS XXXXXXX X.X., a Company governed by French law, registered under
Number 349 505 370 in Lyons, with corporate offices at 0 xxxxxx Xxxx
Xxxxxxx, 00000, Xxxxx, Xxxxxx;
Duly represented by Xxxxxx Xxxxx, Deputy Managing Director;
Referred to hereinafter as "AVP";
Party of the first part;
AND:
- IMTIX SANGSTAT S.A.S., a company governed by French law, registered under
Number 418 661 039 in Lyons, with corporate offices at 00 xxxxxx Xxxxxxx,
00000, Xxxxx, Xxxxxx;
Duly represented by Xxxxxx Xxxxx, Chief Pharmacist,
Referred to hereinafter as "IMTIX SangStat";
Party of the second part;
WHEREAS:
PASTEUR MERIEUX Serums et Vaccins and IMTIX SangStat signed a commercial lease
undertaking (the "Contract"), dated December 24, 1998 for a building to be
constructed at Xxxxx l'Etoile, designated by the term C5;
PASTEUR MERIEUX Serums et Vaccins changed its corporate name on December 16,
1999; therefore, any reference in the Contract to the Company PASTEUR MERIEUX
Serums et Vaccins must be understood as referring to the Company Aventis Xxxxxxx
XX, with corporate offices now at 0 xxxxxx Xxxx Xxxxxxx, 00000, Xxxxx, Xxxxxx;
The purpose of this Amendment is to record the events that have occurred since
the signature of the Contract and the application of the commercial lease as
stipulated by the Contract;
NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:
ARTICLE 1 - RECITALS
The last paragraph of the recitals to the Contract is deleted.
/initials
ARTICLE 2 - CONSTRUCTION PROJECT:
Article 1 of the Contract is deleted and replaced with the following:
1. Aventis Pasteur has obtained construction permit No. 69 127 98 Y 0022. This
permit has eliminated action by third parties.
2. General description of building C5 completed by Aventis Xxxxxxx XX and made
available to IMTIX SangStat pursuant to the Contract:
- A test laboratory, with an area of 270 m (TO THE POWER OF 2)
- Administrative office space 220 m (TO THE POWER OF 2)
- An R&D unit 219 m (TO THE POWER OF 2)
- A lymphoglobulin production unit 876 m (TO THE POWER OF 2)
- A combinatorial sample archive CF29 m (TO THE POWER OF 2)
- Locker rooms/archives/reception hall 97 m (TO THE POWER OF 2)
- Waste location 42 m (TO THE POWER OF 2)
- Technical rooms 246 m (TO THE POWER OF 2)
The total surface area of the building includes:
- Ground surface areas 735 m (TO THE POWER OF 2)
- Height 12 meters
- Useable area 1752 m (TO THE POWER OF 2)
- Technical surface area 246 m (TO THE POWER OF 2)
Referred to hereinafter as the "Premises."
ARTICLE 3 - POSSESSION - AVAILABILITY OF THE PREMISES
Article 2 of the Contract is deleted and replaced as follows:
The Lessee accepted the Premises on September 30, 2000 without issuing major
reservations. A report was prepared and is provided in Schedule 1 to this
Amendment.
The Lessee took possession of the Premises on October 1, 2000, the effective
date of the Contract.
All reservations were definitively lifted by the Lessee on November 24, 2000. A
final report was prepared and is provided in Schedule 2 to this Amendment.
ARTICLE 4 - TERM OF THE LEASE
The first paragraph of Article 4 of the Contract is deleted.
ARTICLE 5 - RENT
Article 5 of the Contract is deleted and replaced with the following:
The lease is granted and accepted in consideration for an annual rent of Three
Hundred One Thousand Eight Hundred Forty Nine Euros (301,849 euros), excluding
tax (VAT), and including charges.
ARTICLE 6 - REVISION OF THE RENT
The first paragraph of Article 7 of the Contract is deleted and shall read as
follows:
/initials
The amount of the rent due by the Lessee shall be updated every three years on
the effective date of the Contract based on the change in the construction cost
index, with the base index being 1093 (third quarter 2000) and the revision
index published on successive revision dates.
ARTICLE 7 - INSURANCE
The first paragraph of Article 8.2.11 of the Contract is deleted and amended as
follows:
The Lessor shall obtain a global insurance policy for buildings C4 and C5
against the risks of fire, explosion, water damage and more generally against
the rental risks of the tenants or occupants, with the express exclusion of the
risks to the furnishings in building C5, from a legally solvent company.
With the exception of the changes set forth above, all the clauses of the
Contract shall remain unchanged, which entered into effect on October 1, 2000,
the date on which the Lessee took possession of the Premises.
Executed in two originals,
For AVENTIS XXXXXXX X.X. For IMTIX SangStat S.A.S.
/s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
Deputy Managing Director Chief Pharmacist
Executed in: Lyons
On July 10, 2002
/initials
SCHEDULE 1 - REPORT OF ACCEPTANCE ON SEPTEMBER 30, 2000
/initials
ACCEPTANCE REPORT
Contract: PASTEUR MERIEUX CONNAUGHT - Building C5
Lot: Building C5 (offices + industrial operational site area)
Lessor: AVENTIS PASTEUR
1541, avenue Marcel Merieux
69280 Xxxxx l'Etoile
Lessee: IMTIX SangStat SAS
1541, avenue Marcel Merieux
69280 Xxxxx L'Etoile
Project Owner: AVENTIS PASTEUR, 1541 avenue Marcel Merieux, 69280 Xxxxx l'Etoile
On September 30, 2000 in the presence of:
Xx. Xxxxxxx Representing the Lessor
Xx. Xxxxxxx Representing the Lessee
the acceptance of the work in the lot specified above was declared, subject to
the work indicated below:
LIST OF OBSERVATIONS
All observations noted by the Lessee during the acceptance procedure have
been recorded in the table of comments attached hereto (6 pages).
[table omitted due to illegibility]
None of these reservations prevents the normal use of the premises, and the
parties duly note the availability of the building as of October 1, 2000.
However, the Lessor is not released from its obligation to remove these
reservations, and the parties shall meet to verify compliance.
Executed in Xxxxx l'Etoile
on September 30, 2000
Lessor (seal and signature) Lessee
[stamp] /s/ Riberon
Aventis Pasteur * Xxxxxxx
Xxxxxx Xxxxxxx
0000 Xxxxxx Xxxxxx Merieux
F-69280 March L'Etoile
Number of pages: 7
/initials
SCHEDULE 2 REPORT OF ACCEPTANCE OF NOVEMBER 24, 2000
/initials
ACCEPTANCE REPORT
Contract: PASTEUR MERIEUX CONNAUGHT - Building C5
Lot: Building C5 (offices + industrial operational site area)
Lessor: AVENTIS PASTEUR
1541, avenue Marcel Merieux
69280 Xxxxx l'Etoile
Lessee: IMTIX SangStat SAS
1541, avenue Marcel Merieux
69280 Xxxxx L'Etoile
Project Owner: AVENTIS PASTEUR, 1541 avenue Marcel Merieux, 69280 Xxxxx l'Etoile
On November 24, 2000 in the presence of:
Xx. Xxxxxxx Representing the Lessor
Xx. Xxxxxxx Representing the Lessee
the acceptance of the work in the lot specified above was declared, subject to
the work indicated below:
LIST OF OBSERVATIONS
All observations noted by the Lessee during the acceptance procedure and
recorded in the table of comments attached hereto have been lifted.
Executed in Xxxxx l'Etoile
on November 20, 2000
Lessor (seal and signature) Lessee
[stamp] /s/ Riberon
Aventis Pasteur * Xxxxxxx
Xxxxxx Xxxxxxx
0000 Xxxxxx Xxxxxx Merieux
F-69280 Xxxxx L'Etoile
Number of pages: 1
