Exhibit 10.20
[TRANSLATED FROM FRENCH TO ENGLISH]
------------------------------------------------------------
COMMERCIAL LEASE CONTRACT
------------------------------------------------------------
BETWEEN THE UNDERSIGNED
1) S.A. SALAMANDRE, a public limited company with FF 3,500,000 in capital,
registered in the LAON Commercial and Corporate Registry under no. B 392
188 330, with headquarters at PLESNOY - 02190 PROVISEUX,
Represented by Xx. Xxxxx XX XXXXXXX, President and Chief Executive Officer,
Hereinafter called the "Lessor,"
THE PARTY OF THE FIRST PART,
AND
2) S.A. BIOSPHERE MEDICAL, a public limited company with FF 1,000,000 in
capital, registered in the PONTOISE Commercial and Corporate Registry under
no. B 418 584 033, with headquarters at Zone Industrielle de Louvres - xxx
xx xx Xxxxxxxxxxx - 00000 LOUVRES,
Represented by Xx. Xxxxx XXXXXXX, Chief Executive Officer, duly authorized
to sign this contract by virtue of the powers conferred by Article 13 of
the bylaws,
Hereinafter called the "Lessee,"
THE PARTY OF THE SECOND PART,
IT HAS BEEN AGREED AND DECIDED AS FOLLOWS
ARTICLE 1 / LEGAL TRANSACTION
The Lessor leases the premises designated below to the Lessee, which accepts
[same], pursuant to the provisions of the Decree of September 30, 1953 and the
amendments thereto.
ARTICLE 2 / DESIGNATION
The leased premises are part of the property located at: Parc des Nations - X.X.
Xxxxx Xxxx XX - 00000 XXXXXX XX XXXXXX.
Their locations on the property are as follows:
Building A - Lot no. 2b, with a surface area of 1,686 m2 which currently
comprises:
Activity
-------------------- Offices
Storage Mezzanine Public areas Total
------------- --------- --------- -------------- ----------
Ground floor 1,030 280 m2 1,310 m2
0xx xxxxx 000 000 x0 376 m2
------------- -------------------- -------------- ----------
Total 1,166 m2 520 m2 1,686 m2
------------- ------------------------------------- ----------
A plan of said premises is appended hereto (Appendix 1).
A descriptive inventory of fixtures of said premises is appended hereto
(Appendix 2).
ARTICLE 3 / TERM OF THE CONTRACT
This lease is granted and accepted for a term of nine years commencing on June
1, 2001 and ending on May 31, 2010.
By express agreement of the parties, the Lessee waives the right to cancel the
lease at the end of the first and second three-year periods. It may not cancel
the lease for the first time until the end of the third three-year period, then
at the end of each three-year period thereafter, by notifying the Lessor at
least twelve months in advance via writ.
ARTICLE 4 / INTENDED USE
The Lessee must occupy the leased premises by itself, quietly, in accordance
with Articles 1728 and 1729 of the Civil Code.
In accordance with the Lessee's corporate purpose, only the following activities
may be carried out:
The manufacture, creation, study and development, sale, distribution,
import, [and] export of all materials, instruments, and equipment for
medical, surgical, radiological and neuroradiological, veterinary, [and]
dental uses.
Said real property must, in any event, be used to carry out a commercial
activity that does not adversely affect the intended purpose and nature of the
leased premises.
The Lessee declares that it shall be responsible for obtaining the
administrative authorizations that shall, as applicable, be necessary in order
to carry out its activities in the real property, namely approvals, etc.,
without that in any way hindering the implementation of this contract. It agrees
to comply with and execute, at its own expense and cost, risk, and peril, for
the entire term of the contract, all regulations and decrees, administrative
orders, or any amendments to same, all in such a manner that the Lessor is never
sought out or bothered in this regard.
ARTICLE 5 / DELIVERY CONDITION
The Lessee shall take the premises in the condition in which they are in on the
day on which it takes possession [of same]. It shall be deemed to have received
same in good condition if it fails to prepare an inventory of fixtures, at its
expense and in the presence of the Lessor or he who is duly appointed, within
two weeks of taking possession of the leased premises.
ARTICLE 6 / TAKING POSSESSION
The [date on which] possession shall be taken is set at May 1, 2001 for the
storage area and June 1, 2001 for the offices.
ARTICLE 7 / MAINTENANCE
The Lessee shall be responsible for all repairs pertaining to the leased
premises, with the exception of those covered by Article 606 of the Civil Code.
In particular, the Lessee shall maintain and replace, if necessary, anything
involving the installations for its personal use, as well as the fasteners and
locks of windows, doors and shutters, plate glass, window panes, floor
coverings, [and] wood trim. It shall perform repairs of damage to the leased
property, whether caused by itself or by an identified or unidentified third
party. All replacements shall mandatorily be identical [to the original], unless
[otherwise] expressly agreed by the Lessor in advance and in writing.
The Lessee agrees that unless it has itself performed all maintenance, repair,
and replacement work for which it is responsible, the Lessor may, if thirty days
after sending a registered letter with return receipt requested it has been
unsuccessful, except in the event of an emergency, provide said services or
perform said work for and on behalf of the Lessee. The Lessee agrees to
reimburse the actual cost, including all related expenses and fees, within two
weeks of [receipt of] the statement which shall be sent to it by the Lessor.
The Lessee agrees to take all steps to maintain the orderliness and cleanliness
of the property on which the leased premises are located and to comply with all
property regulations, if any. The Lessor reserves the right to amend the latter.
The Lessee shall be liable for accidents caused by and to its equipment.
The Lessee shall take all precautions against extreme cold.
In all cases in which it becomes essential to enter the premises due to damages
the source of which appears to be inside the premises, and if the Lessee cannot
be contacted, the Lessor and the organization in charge of the management of the
property are formally authorized to open the door of the premises with no
formality other than notifying the Lessee of same as soon as possible. The
Lessee agrees to give the Lessor the addresses and telephone numbers of several
persons capable, in principle, of being contacted without delay. It is therefore
only in case of severe damage, after attempts to call said persons and calls to
a police or fire department have been unsuccessful, that the Lessor may be
forced to enter the premises with witnesses in order to attempt to remedy the
causes of the damage.
ARTICLE 8 / REPAIRS AND WORK ON THE PROPERTY
The Lessee shall accept the repairs, reconstructions, work to heighten
buildings, and any other work that shall be performed on the property. It may
not request any indemnity or rent reduction, regardless of the scope and
duration of the work, provided that said duration does not exceed forty days.
The Lessee shall remove, at its expense and without delay, all formwork, signs,
fittings, and decorations, as well as all installations that it has performed
the removal of which shall be useful for the search for and repair of leaks of
any kind, of cracks in pipes and ducts, namely after fire or infiltrations, for
any renovations, and, in general, for the execution of all work.
ARTICLE 9 / ALTERATIONS AND IMPROVEMENTS BY THE LESSEE
The Lessee may not perform any demolition work, construction work, nor any
change in distribution, partition work, [or] cutting of openings without the
prior, written consent of the Lessor; said consent may not be refused without
valid reasons.
If authorized, the work must be performed by companies with the requisite
professional qualifications, subject to the prior approval of the Lessor, which
may not withhold approval without valid reasons, and under the monitoring of the
Lessor or of the Lessor's project manager, whose fees shall be the
responsibility of the Lessee. The Lessor shall not be part of any contract
between the Lessee and these companies. In the event that the scope of the work
shall require a prior technical study, testing, or the approval of a consulting
firm, namely in order to ensure that said work shall not affect the durability
of the property that the leased premises are a part of, the fees of said firm
shall be the responsibility of the Lessee.
All decorative work, improvements, and installations performed by the Lessee in
the leased premises shall remain the property of the Lessor at the end of the
lease without any compensation. The Lessor reserves the right to require that
the premises be returned to their original condition at the expense of the
Lessee.
ARTICLE 10 / FURNISHING AND OBLIGATION TO USE [THE PREMISES]
The Lessee must keep the leased premises in constant use. Furthermore, it must
furnish them and fill them with materials, merchandise, and goods in a quantity
and with a value sufficient to at all times ensure payment of the rent and
incidentals, as well as execution of the clauses of and fulfillment of the
responsibilities arising from this lease.
ARTICLE 11 / INSURANCE
The Lessor shall directly guarantee the pecuniary consequences of the civil
liability that it may incur in its capacity as the owner.
The Lessor shall insure the entire complex for the cost of new construction
against all risks of fire, explosion, storms, hurricane, tornado, water damage,
falls of instruments for air navigation, strikes, riots and public disturbances,
attacks, natural disasters, with one or more companies with a public record of
solvency and shall keep said insurance in effect for the entire term of the
lease.
The Lessee shall insure, with companies with a public record of solvency, for
sufficient sums, fittings and improvements, including immovables by destination,
its furniture, its equipment, and its merchandise against risks of fire,
explosion, lightning, hurricane, storms, attacks, natural disasters and the
spreading [thereof], including riots, water damage, theft, broken glass, and
including damage as a result of theft, as well as [legal] actions of neighbors
and third parties.
The Lessee shall take out a "civil liability" policy, for a sufficient amount,
covering physical injures and guaranteeing the pecuniary consequences of said
liability that it may incur as a result of physical injury, material damage,
[or] consequential damage caused to third parties.
The Lessee agrees to notify the Lessor of any element or event that might
increase its risks and change the premium rate applicable to the leased
premises. In the event that the Lessee's activity affects the insurance terms of
neighboring properties or premises, the Lessee shall pay the additional premiums
pertaining to the parts of said premises or properties.
The Lessee's insurance policies must stipulate that cancellation thereof may not
take effect until two weeks after notification of the Lessor by the insurers.
The certificates of the insurance policies taken out by the Lessee must be
forwarded to the Lessor, either by the Lessee itself or by its consultant, and
evidence of payment of the premiums must be provided.
These policies must include a clause under the terms of which the insurers agree
to immediately notify the Lessor of their suspension for any reason. By express
agreement, the indemnities due to the Lessee by any insurance company in the
event of damage regardless of the cause, shall be allocated to the privilege of
the Lessor, this lease constituting, if necessary, a transfer up to the limit of
the sums that might be due to the Lessor.
The Lessee shall be obligated to give the Lessor's insurers free access to the
premises in order to allow them to properly assess the risks to be covered.
The Lessee agrees to regularly check the proper operation and compliance with
regulations of the installations and equipment of the leased premises and in
particular the fire fighting facilities (extinguishers).
ARTICLE 12 / DUTIES AND TAXES
Independent of reimbursements that shall have to be made to the Lessor, the
Lessee must pay all duties, contributions, or taxes for which it is responsible,
and it must submit evidence [of payment of same] in response to any request on
the part of the Lessor, particularly upon termination of the lease, one week
prior to vacating the premises, regardless of the reason, and prior to any
removal of goods and merchandise.
Furthermore, the Lessee must reimburse to the Lessor the property tax on the
developed and undeveloped property as well as the tax on the offices pertaining
to the leased premises that are the object of this lease, this reimbursement
being required upon presentation of the notice of assessment by the Lessor. The
amount to be reimbursed shall be calculated on a pro rata basis with respect to
the length of occupation during the year. If the property tax is eliminated or
replaced by a new tax, the Lessee's obligation shall continue with respect to
this new tax under the same conditions. Likewise, if a new tax on the leased
offices is levied on the Lessor, the Lessee shall be obligated to reimburse the
Lessor upon presentation of the notice of assessment.
ARTICLE 13 / COMPLIANCE WITH ADMINISTRATIVE AND OTHER REQUIREMENTS
The Lessee must comply with all administrative requirements that govern its
activity, namely those regarding waste, health, safety, [and] inspection of the
work, such that the Lessor is never bothered or sought out in any manner.
If any internal regulation regarding possession or co-ownership of the property
exists or exists in the future, the Lessee must comply with same, just as it
must comply with any decision duly made by the co-owners meeting.
ARTICLE 14 / CLAIMS OF THIRD PARTIES OR AGAINST THIRD PARTIES
The Lessee shall be responsible, at its risks, peril, and expense, without the
Lessor being sought out or bothered, for any claims made by the other occupants
of the property, the neighbors, or third parties, namely with respect to noise,
smells, heat or vibrations caused by it or by the equipment that belongs to it.
However, if the Lessor has to pay any sums whatsoever on account of the Lessee,
the latter shall be obligated to reimburse the Lessor without delay. The Lessee
shall be responsible for any damages caused by the other occupants of the
property, the neighbors, or third parties, and shall file its claim directly
against those responsible for these problems without the Lessor having to be
sought out.
Article 15 / VISITS TO THE PREMISES
Without prejudice to the provisions of Article 7 above, the Lessee must allow
the Lessor, its representatives, or its architect or project manager and all
contractors or workers to enter the leased premises in order to visit, repair,
or maintain the property.
In the six months prior to the expiration of the lease, the Lessee must allow
the leased premises to be visited every day that is not a holiday, from 9:00
a.m. to 11: a.m. and 2:00 p.m. to 5:00 p.m., by any person authorized by the
Lessor. During that same time period, it must allow the Lessor to put up a
notice or sign indicating the premises are to be leased.
The same right to visit or put up a notice or sign shall exist at any time that
the leased premises are put up for sale.
ARTICLE 16 / MISCELLANEOUS PROHIBITIONS
The Lessee is prohibited from:
- blocking or occupying the access roads or traffic lanes, parking lots,
corridors and staircases, [and] in general those parts of the property not
included in this lease, and from removing any object from same or storing
any object in same. To this end, any storage outside the premises that is
not expressly authorized by the Lessor shall be subject to a penalty,
adjustable as the rent, of FF 1,500 before taxes per violation noted by the
Association or the Lessor. Said penalty shall be payable after a formal
notice remains without effect 48 hours after receipt;
- exhibiting any object outside of windows, doors, or exterior walls without
the Lessor's approval;
- putting up a plaque or sign without the prior approval of the Lessor or
putting up a previously approved plaque or sign in a place that is not the
place indicated by the Lessor, and subject to strict, consistent compliance
with any regulation relating thereto that is in effect;
- directly or indirectly adversely affecting the safety of the occupants or
of third parties, as well as the exterior or interior appearance of the
property;
- using slow combustion equipment or equipment that produces harmful gases;
- making the floors support an overload exceeding 250 kg per square meter
with respect to the upper stories and 5,000 kg per square meter with
respect to the ground floor. Otherwise, the Lessee shall be liable for any
problem, damage, or accident resulting therefrom;
- stocking or storing explosive or toxic products on its premises or in
common areas;
- piercing, scoring, or overloading the walls and partitions, affixing loads
thereto, using them as supports for heavy items, without the express prior
written authorization of the Lessor.
ARTICLE 17 / METHODS OF ACCESS TO THE LEASED PREMISES
Parking vehicles in traffic areas is prohibited except for the period of time
required for loading and unloading, subject to compliance with the internal
regulation on possession or co-ownership of the property.
ARTICLE 18 / SECURITY
The Lessee shall be responsible for security and surveillance of its own
premises. The Lessor may not in any case or under any circumstances be held
liable for thefts or embezzlement that the Lessee may be a victim of at its
leased premises, even if a collective security system is installed.
An individual audio, visual, or combined warning system may be installed by the
Lessee only if it complies in every respect with the regulations in effect and
with the express authorization of the competent authorities, authorization that
must be provided to the Lessor.
ARTICLE 19 / DESTRUCTION OF THE LEASED PREMISES
If the leased premises are totally destroyed by an event that is not under the
control of the Lessor, this lease shall be canceled ipso jure without any
compensation.
ARTICLE 20 / INTERRUPTION OF GROUP SERVICES
The Lessor may not be held responsible for irregularities or interruptions of
water, gas, [or] electricity service or any similar group service outside the
property. The Lessor is not obligated to notify the Lessee of interruptions
unless it has itself been warned.
ARTICLE 21 / RESTITUTION OF THE PREMISES
The Lessee must, no later than the day of the expiration of the lease, return
the leased premises in a good state of tenant's repairs and of up-to-date
maintenance, which shall be confirmed via an inventory of fixtures in the
presence of the Lessee and Lessor, after which the Lessee shall return the keys
to the Lessor. This inventory of fixtures, the date of which shall be determined
by mutual agreement of the parties, shall include, if applicable, the list of
repairs to be performed for the restoration. Notwithstanding the return of the
keys, the lease shall remain in effect until the expiration date, the rent
remaining due until that date. Failing that, the inventory of fixtures shall be
drawn up on the day of the expiration of the lease. The amount of the repairs
shall be drawn up by the Lessor or its representative, and paid by the Lessee to
the Lessor within 10 days after the Lessee has been notified of the amount.
At the Lessor's request, the Lessee must immediately, at its expense, remove
signs that it put up or the signs of its predecessor that it agreed to keep.
ARTICLE 22 / ALLOWANCE
An allowance with respect to the application of the clauses and conditions of
this lease shall never, regardless of the duration or frequency of said
allowance, be considered to be an amendment or elimination of certain clauses
and conditions.
ARTICLE 22 bis / SUBLETTING
Subletting in whole or in part shall be allowed, provided that a written request
has been submitted to the Lessor. Subletting is permitted only with the prior
written consent of the Lessor.
Contrary to the above, the Lessee, as long as it shall be the primary lessee of
the leased premises, may occupy or sublet the leased premises in whole or in
part to any company that belongs to the same financial group as the Lessee and
carries out activities similar to those of the Lessee or that are not capable of
adversely affecting the marketability or durability of the leased premises. It
is specified that the leased premises are indivisible, the beneficiary of a
partial sublease of the leased premises having no direct rights vis-a-vis the
Lessor.
Article 23 / TRANSFER
The Lessee is prohibited from:
- transferring possession of the leased premises to anyone, in any manner,
directly or indirectly, even temporarily and free of charge and [with]
precarious title;
- transferring its rights to this lease, directly or indirectly, in any form
or manner whatsoever.
However, the Lessee may transfer its rights to this lease in whole to the
purchaser of its business or to another company within its financial group that
carries out similar activities that are not capable of adversely affecting
either the marketability or durability of the leased premises. In this case, the
Lessor must be invited to be present at the transfer and not at a simple
reiteration of the transfer of the lease and a copy of the deed of transfer must
be submitted to it to serve it as a title with respect to the transferee.
In all cases, in the event of transfer, the Lessee shall remain jointly and
severally liable with its transferee and all successive transferees for payment
of rent and charges due or that shall fall due, and more generally, for the
execution of the conditions of this lease.
No contribution or transfer may take place if any rent and charges, duties, or
taxes are owed by the Lessee, which must, prior to any contribution or transfer,
provide evidence of payment in full of all duties and taxes that it owes by
virtue of its operation.
ARTICLE 24 / CHARGES, SERVICES, AND TAXES
Without prejudice to the provisions of Article 12 above, the Lessee shall
reimburse the Lessor its share of charges, services, and taxes, including, in
particular:
- Cleaning of the common areas of the property;
- Grounds maintenance;
- Lighting of common areas: inside areas of the property, parking areas,
access roads, and traffic lanes;
- Consumption of cold water for the common areas;
- Municipal and local taxes;
- Maintenance of the air conditioning;
- Parc des Nations security.
These reimbursements shall be made to the Lessor at the same time as each rent
period, via installments, the account being balanced once a year.
The installments for the first year of implementation of this lease are fixed at
13% of each rent payment.
They shall be increased in the same percentage as the rent.
The Lessee's consumption of cold water shall be invoiced as invoices are
received from the concessionaire, on a pro rata basis of the divisional meter
readings.
The insurance premiums due by the Lessor to cover the property for the risks of
the owner shall be reimbursed by the Lessee upon submission of the premium
notice.
If there is centralized collection of waste and refuse for all or some of the
lessees of the complex, the cost of same shall be passed on to the Lessee. In
the event there are common containers, the distribution of the cost shall be
calculated on a pro rata basis based on the amount of area occupied.
ARTICLE 25 / RENT
This lease is granted and accepted for an annual rent of FF 1,030,400 before
taxes and service charges, i.e., a quarterly rent of FF 257,600 before taxes and
service charges.
The payments must be made quarterly to the domicile of the Lessor or any other
place indicated by it, on the first [day] of each quarter. The method of payment
shall be automatic transfer. The Lessee shall also pay the VAT.
ARTICLE 26 / INDEXATION OF THE RENT
The rent for the premises designated above is allocated from a sliding scale
clause and proportionally to the construction cost index published quarterly by
INSEE [National Institute of Economic and Statistical Information].
This sliding scale clause shall not exclude each of the parties from being able
to request the adjustment of the rent under the terms of Articles 27 or 28 of
the Decree of September 30, 1953. In this event, the legal, conventional, or
judicial adjustment shall temporarily replace the sliding scale clause and the
latter shall continue for subsequent years, the variations of the index then
playing a role regarding the amount of the rent fixed, either informally or by
judicial decision or in application of the legal adjustment.
The adjustment of the rent shall take place ipso jure and without any formality:
- for the first time, on January 1, 2002, as a function of the variation
between the base index and the last known INSEE construction cost
index;
- then annually, on January 1st of each year, as a function of the
variation of the index considered.
The base index used to establish the initial rent stipulated above is that for
the first quarter of 2000, which is 1,083.
In the event of cessation of publication or of disappearance of the index chosen
prior to expiration of the lease, and if a new index has been published to
replace the one currently in effect, the rent shall be ipso jure adjusted as a
function of the variations of this new index. The switch from the old index to
the new index shall be made using the necessary link factor. If the index chosen
cannot be applied and if no other replacement index has been published, the
parties agree:
- to replace it with a similar index chosen by them;
- in the absence of an agreement between the parties, to choose a
replacement index determined by an expert designated by the parties
or, in the absence of an agreement between the parties regarding the
name of this expert, designated by order of the President of the XXXXX
Departmental Court ruling at the request of the most diligent party.
In all cases, the expert shall have all powers of mutual representative of the
parties and his decision shall be final and without recourse.
While awaiting the expert's decision, the Lessee may not delay payment and must
pay, as an installment, upon submission of the receipt, a sum equal to that paid
previously, the adjustment being retroactive to the effective date of the
adjustment.
ARTICLE 27 / SECURITY DEPOSIT
The Lessor acknowledges that it has received from the Lessee the sum of FF
257,600 before taxes (two hundred fifty-seven thousand six hundred francs)
corresponding to a quarter's rent to guarantee payment of the rent, proper
execution of the clauses and conditions of this lease, repairs, and sums due
from the Lessee for [costs for] which the Lessor may be held responsible.
Overpayments and underpayments shall be returned or paid after verification of
said repairs, vacation [of the premises], return of the keys, and production by
the Lessee of evidence of payment of all of its contributions, taxes or fees. It
shall be kept by the Lessor as primary damages and interest and without
prejudice to any others in the event of cancellation of this lease as a result
of failure on the part of the Lessee to meet any of its obligations.
This security deposit shall not bear interest in favor of the Lessee.
Upon each rent adjustment, this security deposit shall be decreased or increased
in such a way that it always corresponds to three months' rent before taxes.
ARTICLE 28 / CANCELLATION CLAUSE
In default of payment in whole or in part of a single rent period on the due
date thereof, or of reimbursement of expenses, charges, or services incidental
thereto, or of execution of any of the conditions of this lease that are
mandatory, and one month after a simple order to pay or a summons containing a
declaration by the Lessor of its intent to invoke this clause remains without
effect, this lease shall be canceled ipso jure if deemed necessary by the
Lessor, without the need to take any legal action.
If the Lessee refuses to vacate the premises, it may be evicted without delay
via a simple urgent ipso jure enforceable order handed down by the President of
the XXXXX Departmental Court.
Without prejudice to the provisions of the above paragraph, it is expressly
agreed by the parties and the Lessee accepts without exception or reservation
that:
- in the event of total or partial nonpayment of the rent and/or charges
under the terms agreed upon, the unpaid sums shall bear interest at
the bank base rate plus four points for the current period from the
due date to the date of actual payment, whether or not the Lessor has
delivered a formal notice;
- in the event of total or partial nonpayment of the rent and/or charges
under the terms agreed upon, the Lessee must pay the Lessor
intervention charges on unpaid amounts, i.e., 5% before taxes of the
unpaid amounts, with a minimum of FF 500 per monthly installment
wholly or partially unpaid;
- if the Lessor is deprived of any right of occupation, does not remove
from the premises all of the occupants, its manager, and/or all
furniture and goods, resists any eviction order, [or] obtains by legal
means delays for its departure, it must pay for each day of delay, in
addition to the other charges, an irreducible conventional indemnity
equal to twice the daily rent, until
complete removal and return of keys, said indemnity being intended to
compensate the Lessor for the damage caused by the occupation of the
premises;
- in all cases, the Lessee must reimburse to the Lessor, upon the first
request, all expenses, duties, and fees incurred for any proceedings
against the Lessee, its assignees, occupants, and its manager for the
recovery of any rents, charges, indemnities, the execution of any of
the clauses of this lease and eviction, particularly the expenses and
fees of attorneys, process servers, lawyers, [and] auctioneers,
without prejudice to the provisions of Article 700 of the New Code of
Civil Procedure.
ARTICLE 29 / EXPENSES
No expenses.
ARTICLE 30 / FISCAL OPTION
The parties opt to make this lease subject to the VAT, the latter being paid as
payments are received.
ARTICLE 31 / GUARANTEE
The Lessee furnishes a bank guarantee from a French bank, attached hereto, as
security for the terms of this lease. This guarantee must always be able to
cover nine months of rent and charges. The Lessor shall participate in the cost
of this guarantee equal to 0.50% of the amount guaranteed.
ARTICLe 32 / ELECTION OF DOMICILE
For the execution of this lease and extensions thereof, including the delivery
of all instruments, the Lessor elects the leased premise as its domicile.
Done in three copies,
one for each party
and one for recording
In Paris
On 10/19/2000
[Initials]
[Signature]
------------------------------------
BIOSPHERE MEDICAL
Z.I. - Rue de la Briqueterie - XX 00
00000 XXXXXXX XXXXXX
Tel. 00 (0)0 00 00 00 50
------------------------------------
