Exhibit 10.21
COMMERCIAL LEASE
IN ACCORDANCE WITH THE TERMS OF DECREE N(DEGREE) 53-960 OF 30TH
SEPTEMBER 1953 AND ITS AMENDMENTS.
BY AND BETWEEN THE UNDERSIGNED
FINANCIERE E.T.S. having its registered office at 00 Xxxxxx xx xxxxxxxxxx
Xxxxxxxxx, 00000 L'etang-la-ville, represented by Xxx XXXXXX, its Chairman, duly
authorised for the purposes of the presents.
Hereinafter referred to as "THE LESSOR"
AND:
DRUGABUSE SCIENCES, having its registered office at 000 xxxxxxxxx xx
Xxxxxxxxxxxx, in Paris (75014), represented by Xxx Xxxxxxxxx XXXXXX, its
Managing Director, duly authorised for the purposes of the presents.
Hereinafter referred to as "THE LESSEE"
THE FOLLOWING HAS BEEN NEGOTIATED AND AGREED UPON:
The lessor hereby agrees to let the premises described hereinafter, which make
up a (IL MANQUE UN MOT) of which it is the owner, to the lessee who accepts
this.
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ARTICLE I - DESCRIPTION
1. On the ground floor of a residential building located at 00-00 XXX
XXXXXXXXXXX - XXXXX 14TH, a surface area for use as commercial premises
and for business activities of approximately 220 M2 AND TWO UNDERGROUND
PARKING PLACES.
the aforementioned premises exist and consist of the elements described
hereinabove, with no exception and without prejudice, and without any
further description being required at the express request of the lessee
who hereby declares that it is familiar with the premises having seen
and visited them pursuant to the presents.
ARTICLE II - PURPOSE - AUTHORISATIONS
The lessee is hereby bound to use the rented premises for the purposes provided
for in this lease, to the exclusion of any other purpose of any nature,
importance and term whatsoever, under penalty of the immediate termination of
this lease, should the lessor see fit.
The contractual purpose described hereinabove shall in no way imply any form of
guarantee from the lessor concerning the respect for any required authorisation
or administrative regulation, of any nature whatsoever, for the performance of
all or part of the aforementioned activities.
As a result, the lessee shall ensure, at its own expense, risk and danger, that
it obtains any required authorisation, as well as ensuring the payment of any
sums, fees, duties, taxes or rights whatsoever relating to the business
activities carried out in the rented premises and to the usage of the premises.
ARTICLE III - TERM
The present lease is entered into for a term which shall begin on 1ST FEBRUARY
2000.
The lessee may terminate the lease at the end of each three year period
according to the conditions provided for by the effective regulations.
ARTICLE IV - RENT
1. The present rental is agreed to and accepted in consideration of a
yearly rent, in principal and exclusive of taxes of 242,000 FRENCH
FRANCS (TWO HUNDRED AND FORTY-TWO THOUSAND FRANCS) which the lessee
hereby undertakes to pay with the related VAT, on a quarterly basis and
in advance. The quarters shall commence on first January, first April,
first July and first October.
Nevertheless, and exceptionally, the lessor shall grant an exemption
from rent to the lessee for a period of 5 MONTHS from 1ST FEBRUARY 2000
to 30TH JUNE 2000, making the first rental payment due on 1ST JULY
2000. THE SERVICE CHARGES SHALL REMAIN PAYABLE DURING THIS PERIOD.
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Any sums which may be owed by the lessee to the lessor; rent, service
charges and reimbursements of any nature whatsoever shall be paid by
cheque or by direct debit from the lessee's bank account.
Any delay in payment shall give rise, by rights, to the payment of
interest at 10% per month, to remain effective until full payment has
been made and which shall be added to the rent for the following
quarter, without hindering the application of the provisions of article
XIII "Avoidance Clause".
2. TAX ARRANGEMENTS: VAT
3. PRICE SOURCES
The rent shall be index-linked on a yearly basis and for the first time, on the
anniversary of the effective date of the lease, that is to say the 1st February
2000. The base index shall be the last published INSEE index - J.O. publication
- at the date of entry into the premises, that is to say the index from the 3rd
quarter of 1999 (1080). The price source shall be the index from the same
quarter of the year preceding the year when the revision is taking place.
ARTICLE V - SECURITY DEPOSIT
In support of this present lease, the lessee shall deposit, with the lessor, who
shall provide a receipt, a sum of: 60,500 FRENCH FRANCS (SIXTY THOUSAND FIVE
HUNDRED FRANCS) CORRESPONDING TO THREE MONTHS OF PRINCIPAL RENT.
This deposit is paid as security for the payment of the rent and the ancillary
service charges, as well as the correct performance of the clauses of the lease.
This sum shall be retained by the lessor during the whole term of the lease,
until the final payment of any indemnity which may be owed by the lessee to the
lessor at the expiry of the lease and its departure from the rented premises.
Under no circumstances may the final months rent be set off against this
security. This sum shall not generate any interest.
Where the lease is terminated as a result of the non-performance of the
conditions or for a reason which may be attributed to the lessee, this security
deposit shall become the property of the lessor as primary damages without
prejudice to any other damages.
This deposit must always be the equivalent of three months rent and shall be
increased or reduced in the same proportion as the rent by applying
article IV - 3, "Sliding Scale Clause" hereinabove.
ARTICLE VI - OBIGATIONS AND CONDITIONS
In addition, the present lease is agreed to and accepted according to the
following obligations and conditions, which the lessee undertakes to carry out
and accomplish without exception:
1. The lessee shall accept the premises in their condition at the date of
entry into possession, without being able to request that the lessor,
at any time whatsoever during
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the term of the lease, carry out any repairs, improvements or
replacements whatever their cause, nature or importance may be or
reduce the rent in this respect.
2. The lessee undertakes to maintain the rented premises in a good state
of rental repair during the whole term of the lease and to carry out,
where necessary, any repairs whatsoever, be they minor or major, with
the exception of those provided for by article 606 of the French Civil
Code, in such a way that the premises be handed back, at the end of the
possession term, in a perfect state of repair and maintenance.
The lessee further undertakes to maintain and replace, at its expense
and whatever the nature of the work and repairs may be (even where they
are obsolete), all installations, piping, apparatus, locks and more
generally all the elements fitting out or making up the rented
premises, without exception.
The lessee hereby accepts that where it has failed to carry out the
maintenance, repair or replacement work for which it is responsible
itself, the lessor shall undertake, 30 days after sending a registered
letter with acknowledgement of receipt and where this letter has
produced no effect, and where the work is not of an urgent nature, to
carry out the aforementioned services and work in its place. The lessee
undertakes to reimburse the effective price, including all related
expenses and fees, within fifteen days of receiving the statement which
shall be sent by the lessor.
The same shall apply to any works which may be carried out on the
public highway or in neighbouring buildings which may give rise to a
disturbance of possession for the lessee.
3. The rented premises must be correctly managed and returned in a good
state of maintenance and repair at the end of the rental period. The
lessor must be immediately informed of any degradation or deterioration
of the rented premises.
4. The rented premises must be permanently fitted out with furniture,
household effects, merchandise and valuable materials of a sufficient
quantity to ensure, at any time whatsoever, the payment of rent and the
performance of the obligations and conditions of the present agreement.
5. The lessee may not carry out any construction or installation in the
rented premises, nor any development, drilling of walls or change in
the layout and generally, it may not make any modification whatsoever
to these premises nor to their existing installations without having
obtained the prior, express and written authorisation of the lessor.
Where this authorisation is granted, all the works ordered by the
lessee shall be done so under its own responsibility, risk and danger.
The lessor's architect or a supervisory body duly appointed by the
lessor shall be responsible for verifying that the work carried out
does not negatively affect the appearance and solidity of the building
and has not caused a reduction in its value, with their fees being
settled by the lessee.
6. At the expiry of the present lease, by an amendment to the agreed term
or by termination for any reason whatsoever, all constructions and
installations, all developments, improvements and embellishments made
by the lessee shall remain,
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without indemnity, the property of the lessor, unless the latter
should request that all or part of the premises be returned to their
original state, whilst, in addition, reserving the right to choose
between the material execution of the required work or a financial
indemnity equivalent to their cost, an indemnity which constitutes a
senior debt, in the same way as the rent. Where it is necessary to
carry out remedial work, this work shall be carried out under the
supervision of the lessor's architect, at the expense of the lessee.
7. From the date of entry into possession, the lessee shall settle, in
full, all taxes, contributions and charges, either existing or to be
created, relating to the rented premises, notably sweeping, lighting,
police and road fund taxes, as well as business tax. The lessor shall
remain responsible for the payment of the rates.
8. The lessee shall take out all subscriptions for water, electricity and
telephone, and shall pay, on a regular basis, the subscriptions, rental
of meters and consumption at their exact due date, in such a way as to
ensure that the lessor never becomes involved in this respect. It may
not demand any indemnity or reduction in rent from the lessor in the
event of an interruption or cessation in the supply of water or
electricity or in the operation of the telephone, for any reason
whatsoever.
9. The lessor shall make telephone lines available to the lessee who
undertakes to return them to the lessor at the end of the lease, the
lessee remaining responsible for the payment of the rent, charges and
subscriptions during the entire term of the lease.
10. The lessee undertakes to refrain from disturbing the tranquillity and
peaceful possession of the neighbours, both during deliveries and
during movements of personnel. The lessee hereby declares to be bound
by the obligations of the rules of joint ownership and/or the rules of
procedure.
11. In relation to the public authorities, the lessee shall respect all the
legal and regulatory formalities, whether they be already prescribed or
recently prescribed, relating to its occupation and operations and it
shall obtain, under the same head, the required administrative
authorisations, in such a way as to ensure that the lessor shall not be
implicated in this respect, the latter shall not incur any liability in
the event of a refusal or delay in obtaining these new authorisations.
It shall arrange and remain responsible for, at its own expense, risk
and danger, all the work, developments and constructions which may be
already prescribed or recently prescribed as a result of legislation or
any regulation whatsoever, notably relating to protection of the
environment, hygiene or security in workshops, shops and offices, in
such a way as to ensure that the lessor never becomes involved in this
respect.
12. Whatever the case may be, the lessee may not in any way modify the
outward appearance of the building by making additions to the facade or
to elements of decor which are visible from the outside without the
written agreement of the lessor and without prejudice to the constant
stringent respect for any related effective regulations.
13. In the event of compulsory surrender for a public purpose, nothing may
be claimed from the lessor as all the lessee's rights shall be reserved
against the expropriating party.
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ARTICLE VII - TAXES, DUTIES AND CHARGES
The lessee undertakes to settle all town, police and road fund taxes or any
other national, regional, departmental, municipal or other taxes whatever the
nature of these taxes may be, in such a way as to ensure that the lessor never
becomes involved in this respect and, notably, to settle all the head tax and
occupancy contributions, rental tax, business tax. In particular, the lessee
must reimburse the tax on offices (approximately 74 Francs per m2 per year).
The settlement by the lessee of the service charges shall be made by the payment
of an on-account payment calculated on a quarterly basis in relation to the
previous charges, these on-account payments shall be applied against the actual
charges which are calculated on a yearly basis. In respect of the first quarter
of the rental period, the on-account payment is hereby fixed at 9,000 FF:
In the event that at the end of a quarter, the on-account payment which has been
made is found to be inferior to the previous charges, the lessee undertakes to
reimburse, at the lessor's first request, all sums which may be found to be
necessary to counter-balance the amount of the actual charges.
Where, at the year-end, the on-account payments which have been made are found
to be inferior to the actual charges, the lessee undertakes to reimburse, at the
lessor's first request, all sums which may be found to be necessary to
counter-balance the total amount of the actual charges. Any over-payment shall
be applied against the on-account payments for the current year.
ARTICLE VIII - INSURANCE
The lessee shall be responsible for:
a) reimbursing the lessor, for a sum proportional to the premises which
are the subject of the present lease in relation to the whole building,
for the insurance premiums which the lessor shall have been obliged to
pay in order to take out an insurance policy for the building against
fire and any other destructive events, as well as any other risks which
are generally insured.
The reimbursement of the aforementioned premium, in the abovementioned
proportions, shall take place at the date which shall be indicated by
the lessor. Any sums which are payable by the lessee pursuant to this
clause shall be considered as "rental charges" relating to the rented
premises and may be recovered as rent through any of the legal
channels.
b) taking out insurance for the whole term of the lease for all the
developments which it may make to the rented premises and for all the
objects with which the rented premises are fitted out against the risk
of fire, explosion and water damage, without exception, with a
recognised solvent insurance company, having its registered office or a
subsidiary in France. Insuring itself for the same risks against claims
from third parties or neighbours.
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Refraining from and guaranteeing that its insurance company refrains
from any recourse against the lessor.
Insuring itself against any disturbance which may be caused by a third
party to its possession either by flagrantly illegal action or
otherwise. It is hereby agreed that the special risks relating to the
lessee's business activities must be notified to the lessor company and
that the possible extra premium, both for the lessor and the other
occupants of the building, shall be settled in total by the lessee.
Settling, on a regular basis, at their due date, the premiums relating
to the aforementioned policies.
Justifying, at the lessor's first request, performance of the clauses
hereinabove by producing the policies and the receipts for the premiums
relating thereto.
Immediately informing the lessor by registered letter of any damage,
under penalty of remaining personally liable for the damage whose cost
could not have been, as a result of an omission or delay in this
declaration, usefully claimed from the company insuring the building.
c) Insuring its civil liability, for taking out all insurance and using
any direct recourse as a result of theft or deteriorations which itself
or its vehicles may suffer, the lessor hereby declares in accordance
with article 1725 of the French Civil Code, that it shall not guarantee
the lessee against any disturbance which may be caused by a third party
to its possession and refuses any responsibility for accidents of any
nature which may happen to the garaged vehicles, insuring its
deprivation of possession and loss of operational capacity.
ARTICLE IX - LIABILITY - RECOURSE
The lessee hereby expressly undertakes to refrain from any recourse for
liability against the lessor:
a) in the event of theft, burglary, or any criminal or punishable act of
which the former may be the victim in the rented premises or in the
outbuildings of the building;
b) in the event of the modification or removal of the arrangements for
guarding the building;
c) in the event that rented premises happen to be destroyed, either
totally or partially, by obsolescence, construction fault, act of God,
or any other act which is independent of the will of the lessor, the
present lease shall be terminated by rights and without indemnity;
d) in the event of an interruption, even prolonged and for any reason
whatsoever, in the supply of water, gas, electricity, heating, the lift
and more generally in any source of energy or fluid whatsoever;
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e) in the event of the occurrence of a disturbance in the possession of
the lessee as the result of a fault by a third party, whatever capacity
they may be acting in, the lessee must act directly against the latter
without having any claim against the lessor.
The lessee undertakes to do nothing which may cause a disturbance in
possession to the other occupants of the building or the neighbourhood.
It undertakes to substitute for the lessor in any legal proceedings
which may be initiated in this respect.
f) in the event of flooding as a result of blocked drains, humidity,
infiltration, leaks, the lessor shall under no circumstances be liable
for damaged merchandise or any other damage.
ARTICLE X - ASSIGNMENT - SUB-LETTING
The lessee may not assign, under any form whatsoever, its rights under the terms
of the present lease without the express and written agreement of the lessor,
unless it is to the party acquiring its business whilst remaining the warrantor
and remaining jointly and severally liable for its assignee, both for the
payment of rent and for the performance of all the clauses, obligations and
conditions of the present lease. A registered original or an engrossed copy of
the lease assignment must be given to the lessor free of charge, during the
month of the assignment, under penalty of the aforementioned assignment being
declared null and void.
In the event of bankruptcy or rule of court, the assignment of the right to the
lease by the receiver, the debtor assisted by the receiver or the company's
inspector, may only be carried out under the conditions described in the first
paragraph of the present article.
The lessee may not sublet all of part of the premises which are the subject of
the presents, without the express and written agreement of the lessor. Whatever
the case may be, in the event of an authorised sub-lease, the lessee shall
remain solely responsible for the payment of all the rent to the lessor, and
solely responsible for the obligations and conditions of the present lease, the
possible sub-lease only being fully valid pursuant to the rights held by the
lessee as a result of the presents, the parties hereby expressly covenant that
the rented premises constitute an indivisible whole.
As a result of the above, the sub-lease shall be agreed to by the lessee at his
own risk and danger, the former undertaking to be personally responsible for
evicting any sub-tenant.
ARTICLE XI - VISITS AND RESTITUTION OF THE PREMISES
1. The lessee undertakes to allow the lessor, its representatives, architects,
contractors and workmen to enter the rented premises to monitor their state, to
take any urgent measures and to carry out any work as well as to allow visits
with a view to renting or selling the premises.
Under this head, the lessor may affix, on/or in the rented premises, any notice
or sign indicating that the aforementioned premises are for rent or sale.
2. At the expiry date of the present lease, for any cause or any reason
whatsoever, an inventory of fixtures shall be drawn up which shall consist,
notably, of the statement of
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repairs, reconditioning and maintenance obligations which have not been
carried out by the lessee. The cost shall be calculated by the lessor's
architect to whom the contracting parties hereby grant an irrevocable
mandate. This cost shall be paid by the lessee to the lessor at the date of
the drafting of the aforementioned statement.
ARTICLE XII - CONCESSIONS - AMENDMENTS
The presents constitute the entire agreement made between the parties relating
to the present lease and cancel and replace any prior agreement whether written
or verbal relating either directly or indirectly thereto.
Any amendments to the presents may only be made by a written or bilateral
document.
Such an amendment may under no circumstances be set off against either the
concessions or the passivity of the lessor, the former remaining free to demand
at any time and without notice respect for and the full application of the
clauses and conditions of the present lease.
ARTICLE XIII - AVOIDANCE CLAUSE
In the absence of the payment at the due date of a single rental payment or the
performance of any one of the clauses of this contract and following a simple
summons for payment or formal notice communicated by an extra judicial
instrument which are ineffective, and expressing the wish of the lessor to take
advantage of this clause, the lease shall be immediately terminated by rights,
without the requirement to complete any legal formality and notwithstanding any
subsequent proposals or deposits.
Where, in breach of the terms of this clause, the lessee refuses to immediately
leave the premises, it shall be obliged to do so by the enforcement of an order
made by the Presiding Judge of the Court of First Instance having jurisdiction
or by any other jurisdiction ruling by interim proceedings for provisional
enforcement notwithstanding any appeal, who, after having noted the cancellation
of the lease, shall pronounce the immediate expulsion of the lessee. In
addition, a monthly and indivisible occupation indemnity, equal to the value of
one quarter of the annual instalment of the rent effective at that time, shall
be owed to the lessor.
This provision constitutes an essential and determining condition of this lease,
without which it would not have been granted.
ARTICLE XIII - ELECTION OF DOMICILE
For the purposes hereof, each of the parties elect domicile at their respective
registered offices.
Dated in Paris on February 1, 2000.
Made in,
In three originals
On
THE LESSEE THE LESSOR
