Exhibit 10.31
SUBLEASE AGREEMENT
for
The Warehouse
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, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
(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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
(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 Warehouse (as defined in the
Asset Purchase Agreement entered into on May 2, 1996, and
hereafter referred to as "Asset Purchase Agreement") pursuant
to the Lease Agreement (attached hereto as Exhibit A) between
it and Frigoscandia A/S (hereinafter referred to as "Lessor");
WHEREAS Frigoscandia A/S has in a letter dated March 11, 1996
(attached hereto as Exhibit B) consented to Novo Nordisk
subleasing the Warehouse to HemaPharm under this Agreement,
and;
WHEREAS HemaPharm desires to sublease the Warehouse on the terms 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.
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2 SUBLEASE PAYMENTS
HemaPharm shall, on the first day of each calendar month, pay to Novo Nordisk a
rent equivalent to the average of the appraisals of two independent appraisers,
of which the Parties shall appoint one each. In addition to the rent determined
above HemaPharm shall pay VAT, if applicable.
Rent payments under this Agreement shall be increased on the first day of each
calendar year in proportion to the relative increase in the "Nettoprisindeks"
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, upon determination of the rent, pay to Novo Nordisk an amount
equivalent to three (3) months' rent as security deposit.
4 TERM AND TERMINATION
This Agreement shall become effective on March 1, 1996, and shall remain in full
force and effect until October 1, 2003, the expiration date of the Lease
Agreement.
HemaPharm shall 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 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 Warehouse,
unless such Damages are the result of Novo Nordisk's negligence or willful
misconduct.
6 ASSIGNMENT OF LEASE AGREEMENT
After March 31, 1998, Novo Nordisk shall be entitled to assign the Lease
Agreement, with the consent of Frigoscandia A/S, and HemaPharm shall accept such
assignment of all rights and
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obligations under the Lease Agreement. In addition this Agreement shall be
assignable to each Party's Affiliates as defined in the Asset Purchase
Agreement.
7 CHOICE OF LAW
This Agreement shall be construed and interpreted pursuant to the laws of
Denmark.
8 COUNTERPARTS
This Agreement shall be executed in two (2) counterparts, each one of which
shall be deemed to be the original.
IN WITNESS WHEREOF, the Parties hereto have executed this Sublease Agreement on
the date written below.
Date: 1996-05-02 Date: 1996-5-2
Novo Nordisk A/S HemaPharm A/S
/s/ Ulrik Spork /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By: Ulrik Spork By: Power of Attorney
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Advokat
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Tlf. ▇▇ ▇▇ ▇▇ ▇▇
Date: 1996-5-2
HemaPharm, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By: Power of Attorney
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Advokat
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Date: 1996-5-2
HemaSure, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By: Power of Attorney
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Advokat
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LAW FIRM
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ANNEX TO
SUBLEASE AGREEMENT
for
The Premises
of May 2, 1996 by and between Novo Nordisk A/S, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ and HemaPharm Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇.
1.
With reference to Section 2(2) of this Sublease Agreement the Parties hereby
agree that the annual rent with effect as of March 1, 1996, shall be DKK
456,200, plus applicable VAT.
2.
All rights and obligations of HemaPharm according to this Sublease Agreement is
hereby transferred to HemaSure A/S, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Deputy CEO Vice President of President
Corporate Finance
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Date:
HemaSure A/S
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Director Managing Director