Exhibit 10.30
SUBLEASE AGREEMENT
for
The Premises
This Agreement is made and entered into by and between:
Novo Nordisk A/S, a corporation duly organized and existing under the laws of
Denmark and having its address at Novo Alle, XX-0000 Xxxxxxxxx, Xxxxxxx
(hereinafter referred to as "Novo Nordisk")
and
HemaPharm Inc., a corporation duly organized and existing under the laws of
Denmark and having its address at 000 Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, XXX
(hereinafter referred to as "HemaPharm").
Novo Nordisk and HemaPharm shall hereafter collectively sometimes be referred to
as the Parties.
WITNESSETH:
WHEREAS Novo Nordisk is the lessee of the Premises (as defined in the
Asset Purchase Agreement entered into on May 2, 1996 and
hereafter referred to as the "Asset Purchase Agreement")
pursuant to the Lease Agreement (attached hereto as Exhibit A)
between it and I/S Sauntesvej 11-13 (hereinafter referred to
as "Lessor"); and
WHEREAS Novo Nordisk has a right to sublease the Premises under
said Lease Agreement; and
WHEREAS HemaPharm desires to sublease the Premises on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth
herein, both Parties agree as follows:
1 ASSUMPTION OF OBLIGATIONS
HemaPharm shall assume all of Novo Nordisk's rights, obligations and
responsibilities under the Lease Agreement, except that Novo Nordisk shall
remain responsible for making monthly rent payments to the Lessor in the amount
agreed with the Lessor.
2
2 SUBLEASE PAYMENTS
HemaPharm shall, on the first day of each calendar month, pay to Novo Nordisk
Danish Kroner 154.167,00, plus applicable VAT, as rent payment under this
Agreement.
Rent payments under this Agreement shall be increased on the first day of each
calendar year in proportion to the relative increase of the "Nettoprisindex" for
the preceding calendar year, except that such increase shall be no less than
three percent (3%) and no more than four percent (4%).
3 SECURITY DEPOSIT
HemaPharm shall as a security deposit, upon execution of this Agreement, pay to
Novo Nordisk an amount of DKK 770.835,00 equivalent to four (4) months' rent.
4 TERM AND TERMINATION
This Agreement shall become effective on March 1, 1996, and shall remain in full
force and effect until July 1, 2009, the expiration date of the Lease Agreement.
HemaPharm shall, however, have the right in the event of a Business Shut Down as
defined in the Asset Purchase Agreement, as defined in Section 1.3 (b) of said
agreement to terminate this Agreement until March 31, 1998, without notice.
5 DUTY TO RESTORE
Except in the event of Business Shut Down as described in Section 4 HemaPharm
shall pay the costs of restoring the Premises provided that such duty to restore
the Premises exists.
6 INDEMNIFICATION
HemaPharm Inc. shall indemnify Novo Nordisk against any and all Damages (as
defined in the Asset Purchase Agreement) arising from either HemaPharm's actions
under this Agreement and/or its use (including but not limited to new
installations of fixtures and other leasehold improvements) of the Premises,
unless such Damages are the result of Novo Nordisk's negligence or wilful
misconduct.
3
7 NEGOTIATION OF A NEW LEASE AGREEMENT
Novo Nordisk and HemaPharm shall at HemaPharm's request use commercially
reasonable efforts to assist HemaPharm in the negotiation of a new lease
agreement between the Lessor and HemaPharm, said new lease agreement to take
effect as soon as practicable following March 31, 1998.
8 ASSIGNMENT
This Agreement may not be transferred or assigned to a third party without the
other Party's written consent. Notwithstanding the above this Agreement shall be
assignable to each Party's Affiliates as defined in the Asset Purchase
Agreement.
9 COUNTERPARTS
This Agreement shall be executed in two (2) counterparts, each one of which
shall be deemed to be the original.
10 CHOICE OF LAW
This Agreement shall be construed and interpreted pursuant to the laws of
Denmark.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
written below.
Date: 1996-05-02 Date: 1996-5-2
Novo Nordisk A/S HemaPharm A/S
/s/ Xxxxxxx Xxxxxxxxx
/s/ Ulrik Spork
------------------------ -----------------------------
By: Ulrik Spork By: Power of Attorney
Xxxxxxx Xxxxxxxxx
Advokat
Xxxxxxxx 00
0000 Xxxxxxxxx K
Tlf. 00 00 00 00
4
Date: 1996-5-2
HemaSure, Inc.
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
By: Power of Attorney
Xxxxxxx Xxxxxxxxx
Advokat
Xxxxxxxx 00
0000 Xxxxxxxxx K
Tlf. 00 00 00 00
Date: 1996-5-2
HemaPharm, Inc.
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
By: Power of Attorney
Xxxxxxx Xxxxxxxxx
Advokat
Xxxxxxxx 00
0000 Xxxxxxxxx K
Tlf. 00 00 00 00
5
XXXXX XXXXX
LAW FIRM
XXXXXXX AASMULOLSEN
XXXXXXXX-XX-XXX
XXXXXXXX 00
XX-0000 XXXXXXXXXX K
ANNEX TO
SUBLEASE AGREEMENT
for
The Premises
of May 2, 1996 by and between Novo Nordisk A/S, Xxxx Xxxx, 0000 Xxxxxxxxx,
Xxxxxxx and HemaPharm Inc., 000 Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, X.X.X.
All rights and obligations of HemaPharm according to this Sublease Agreement is
hereby transferred to HemaSure A/S, Xxxxxxxxxx 00, 0000 Xxxxxxxx with effect as
of March 1, 1996, cf. Section 6, second sentence of this Sublease Agreement.
Date: Date:
Novo Nordisk A/S HemaPharm Inc.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxxx
------------------- ----------------- -----------------------
Deputy CEO Vice President of President
Corporate Finance
Date:
HemaSure A/S
/s/ Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxxxx
----------------------- ---------------
Director Managing Director
