LEASE AMENDMENT AGREEMENT Between
Exhibit 10.2
LEASE AMENDMENT AGREEMENT
Between
FIDIA FARMACEUTICI S.P.A. with registered office in Abano Terme (PD), via
Ponte della Fabbrica 3/A, Italy, V.A.T. No. 00204260285 (hereinafter "Fidia")
and
FIDIA ADVANCED BIOPOLYMERS S.r.l. with registered office in Abano Terme
(PD), via Ponte della Fabbrica 3/B, Italy, V.A.T. No. 03641500289 (hereinafter "FAB")
(hereinafter jointly referred to as the "Parties" and each one as a "Party")
WHEREAS
on December 30, 2009, Fidia and FAB entered into a lease agreement (the "Agreement'') related to the lease of certain Property (as defined in the Agreement);
Fidia and FAB hereby agree as follows:
| 1) | Definitions included in the Agreement shall have the same meaning in this Lease Amendment Agreement. |
| 2) | With effect as of January 1, 2010, Annex A to the Agreement is replaced by the revised Annex A attached to this Lease Amendment Agreement. |
| 3) | With effect as of January l, 2010, Recital (C) to the Agreement is hereby amended as follows: |
"the Lessor is the owner of the premises located at Abano Terme (PD), Via Ponte della Fabbrica 3/A and 3/B, registered with the NCT F.10 mapp. 632 and NCEU F.1 0 mapp. 632, as described by the extract from the Land Registry and maps as per Annex A hereto and identified as follows (the "Property"):
| (1) | portion of the building named F2 ("Building F2 – Maps 0008_59 e 0008_02") per mq 380 for warehouse use; |
| (2) | portion of the building named "Istituto di Ricerca" (LR1 - Maps 0005 e 0006) for mq 1,174 for laboratories and production facility Tissue Tech and for mq 1,398 for office (ground floor and first floor);". |
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| 4) | Section 2.1.2 of the Agreement is hereby amended by the addition, immediately after the last sentence, of the following phrase: |
"However, in case of early withdrawal from this Agreement, the Lessee shall pay to Fidia the residual pro-rata amount for the amortization of the costs incurred by Fidia for the creation of new laboratories, currently estimated at Euro 37,000, up to the end of the initial term of the Agreement".
"Lessee is not required to restore the new laboratory space back to its original state."
| 5) | With effect as of January 1, 2010: |
| a) | the table contained in Section 3.1, is replaced by the following table: |
| Area | Mq. | Monthly rent/mq (Euro) | Monthly rent (Euro) |
| Istituto di Ricerca (LR1 - Maps 0005 e 006) - Offices Warehouse ("Building F2 – Map 0008_59") | 1,398 | 14.29 | 19,977 |
| 373 | 5.11 | 1,906 | |
| Warehouse (“Building F2 – Map 0008_02”) | 7 | 14.29 | 100 |
| Istituto di Ricerca (LR1 - Map 0005)- Research Laboratories | 655 | 17.05 | 11,168 |
| Istituto di Ricerca (LR1 - Map 006)- Production facility Tissue Tech | 519 | 17.05 | 8,849 |
| Amount | 2,952 | 42,000 |
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and, b) the total rent amount of Euro 34,026 in line 2 of Section 3.1, is replaced by the amount of Euro 42,000.
| 6) | the Parties have agreed that, by giving written notice to Fidia in the period from June 1, 2010 to July 31, 2010 and with effect from August 31, 2010, FAB may, at its sole discretion, reduce the leased office area. |
IN WITNESS WHEREOF, the parties have executed or caused this Lease Amendment Agreement to be executed.
Abano Terme, June 18, 2010
FIDIA FARMACEUTICI S.P.A.
By: /s/ Antonio Germani
Antonio Germani, Chief Executive Officer
FIDIA ADVANCED BIOPOLYMERS S.R.L.
By: /s/ Charles H. Sherwood, Ph.D.
Charles Sherwood, Chairman
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