EXHIBIT 10.5
RIDER No. 2 TO CO-OWNERSHIP CONTRACT OF
JANUARY 5, 1998
BETWEEN
ASSISTANCE PUBLIQUE - HOPITAUX DE PARIS, a public health establishment
headquartered at Xxxxxx Xxxxxxxx 00000 XXXXX RP, represented for this contract
and by delegation from its General Director by Mrs. Xxxxxxxxx XXXXXXX, Director
of the Medical Polyclinic,
hereinafter "AP-HP"
AND
BIOSPHERE MEDICAL, a corporation headquartered in the Industrial Xxxx Xxxxxxx,
Xxxx 0 - 00000 Xxxxxxx, represented for this rider by its General Director Mrs.
Xxxxx-Xxxxx XXXXX-LANDERCY,
hereinafter "BIOSHERE"
hereinafter "THE PARTIES"
RECITALS:
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By Co-Ownership Contract signed on January 5, 1998 between AP-HP and BIOSEPRA,
hereinafter "INITIAL CONTRACT," the principles of co-ownership on the
contractual patents were defined, as well as the rights and obligations of each
of the Parties, for the commercial utilization of these patents.
BIOSEPRA has decided to transfer its share of the co-ownership to BIOSPHERE.
This transfer was executed by notarized instrument of April 13, 1999. By rider
No. 1 December 6, 1999, BIOSPHERE is subrogated in the rights of BIOSEPRA.
The Parties wish to complete paragraph 12-2 in article 12 of the Initial
Contract in order to specify the rights and obligations of the Parties in the
event of lawsuit against a third party for infringement.
IT WAS THEN AGREED AS FOLLOWS:
Article 1
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The following text will be added to paragraph 12.2 of the Initial Contract:
As part of the lawsuit filed by one of the Parties alone in the United States,
the other Party abandons its rights to refuse to be associated as Plantiff in
such lawsuit. If the lawsuit is filed only by BIOSPHERE without express
agreement of AP-HP, all costs will be paid by BIOSPHERE. If necessary, the share
of expenses attributable to AP-HP will be deducted from the amounts received in
damages.
Article 2
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All other articles of the Initial Contract not amended by Rider No. 1 and this
rider remain unchanged.
Issued in _______, on June 20, 2000
(in three copies)
ASSISTANCE PUBLIQUE- HOPITAUX DE PARIS
General Director of AP-HP and by Delegation
Director of Medical Policies
[signature]
Xxxxxxxxx Xxxxxxx
BIOSPHERE MEDICAL S.A.
General Director
[signature]
Xxxxx-Xxxxx XXXXX-LANDERCY
Approved by Financial Auditor
[signature]
Xxxxxxxx XXXXXX DE XXXXXX
XXXX 5, 2000
