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LEASE AGREEMENT

Asset Purchase Agreement

LEASE AGREEMENT | Document Parties: ALPHARMA INC | Alpharma (Taizhou) Pharmaceutical Co, Ltd | Zhejiang Hisun Pharmaceutical Co, Ltd You are currently viewing:
This Asset Purchase Agreement involves

ALPHARMA INC | Alpharma (Taizhou) Pharmaceutical Co, Ltd | Zhejiang Hisun Pharmaceutical Co, Ltd

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Title: LEASE AGREEMENT
Date: 10/30/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

LEASE AGREEMENT, Parties: alpharma inc , alpharma (taizhou) pharmaceutical co  ltd , zhejiang hisun pharmaceutical co  ltd
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Exhibit 10.3 - Confidential Materials Omitted And Filed Separately With The Securities And Exchange Commission. Asterisks Denote Omissions

Final

LEASE AGREEMENT

THIS LEASE AGREEMENT (the " Agreement ") is entered into in Taizhou, China on July 3, 2007 (the " Effective Date ") between:

    • (1) Zhejiang Hisun Pharmaceutical Co., Ltd., 46 Waisha Road, Jiaojiang District, Taizhou City, Zhejiang, The Peoples Republic of China (hereinafter referred to as " Hisun "), whose legal representative is Mr. Bai Hua, who holds the position of President, and is of Chinese nationality; and

      (2) Alpharma (Taizhou) Pharmaceutical Co., Ltd., 56 Binhai Road, Jiaojiang District, Taizhou City, Zhejiang, The Peoples Republic of China (hereinafter referred to as " Alpharma "), whose legal representative is Mr. Carl-Åke Carlsson, who holds the position of Chairman of the Board, and is of Norwegian nationality.

WHEREAS, Alpharma and Hisun have concurrently herewith entered into an Acquisition and Construction Agreement concerning Alpharma's purchase from Hisun of certain of Hisun's assets used to produce Vancomycin, including final handling, and Hisun's construction for Alpharma of an additional manufacturing facility to produce Vancomycin; and

WHEREAS, pursuant to the Acquisition and Construction Agreement, Hisun has also agreed to lease to Alpharma certain buildings and equipment presently used and/or to be used in the manufacture of Vancomycin; and

WHEREAS, the Parties wish to memorialize in this Agreement the lease arrangements contemplated under the Acquisition and Construction Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. Definitions

    • 1.1 In this Agreement, capitalized terms not defined herein shall have the meanings set forth in the Index of Terms attached as Schedule 1 to the Acquisition and Construction Agreement. In addition, the following terms and expressions shall have the respective meanings set forth below:

      1.2 " Leased Buildings " has the meaning specified in Clause 2.2.

      1.3 " Leased Manufacturing Equipment " has the meaning specified in Clause 2.3.

      1.4 " Leased Property " shall mean the Leased Buildings and the Leased Manufacturing Equipment.

      1.5 " Rent " has the meaning specified in Clause 3.1.

2. Agreement to Lease

    • 2.1 Hisun agrees to lease to Alpharma the Leased Property, and Alpharma agrees to lease from Hisun the Leased Property, in accordance with the terms and conditions set forth in this Agreement.

      2.2 The Leased Buildings are located at ****. The Leased Buildings shall comprise the following:

        • 2.2.1 **** as specified in the site map and building plan included under Appendix 1 .

          2.2.2 **** as specified in the site map and building plan included under Appendix 1.

      2.3 The Leased Manufacturing Equipment shall comprise the following:

        • 2.3.1 ****, which assets are specified in Appendix 2 .

      2.4 The Parties recognize and agree that the buildings and premises that are part of the Leased Property are located within areas and premises owned and used by Hisun. Hisun agrees to allow Alpharma's Employees and representatives full and unrestricted access to and from the Leased Property.

3. Rent

    • 3.1 In consideration for the right to use the Leased Property, Alpharma shall pay ****.

      3.2 The Rent specified in Clause 3.1 shall not be subject to any adjustment unless expressly agreed between the Parties.

      3.3 The Rent payable according to Clause 3.1 shall be payable ****. In the event Alpharma fails to pay the Rent for more than 15 days after the due date, Alpharma shall pay a penalty computed at the rate of 1.0% per month of the payment due.

      3.4 The Rent shall be invoiced by Hisun and payable in the RMB-equivalent of the U.S. dollar-denominated amount (using the RMB-US dollar conversion rate in effect on the date of the invoice according to the Financial Times).

      3.5 Each Party shall be individually responsible for the payment of any taxes imposed on it under the laws of the People's Republic of China or otherwise, and this Agreement shall not shift any tax obligation between the Parties.

      3.6 No security deposit is payable by Alpharma in respect of the Leased Property.

4. Utilities

    • 4.1 Hisun will supply utilities for the Leased Property and Manufacturing Equipment located therein including but not limited to heating, electricity, hot and cold water and steam as requested by Alpharma from time to time. The Rent payable by Alpharma hereunder is not in consideration for the supply of such utilities; rather, such utilities are provided according to the terms of, and for the consideration set forth in, the Operation Services Agreement.

5. Authorized Use of the Leased Property

    • 5.1 Alpharma may use the Leased Property for ****.

      5.2 Hisun warrants that the use of the Leased Property for the purpose stipulated in Clause 5.1 above is in accordance with applicable law in The People's Republic of China as of the Effective Date.

      5.3 Alpharma will ensure from time to time that the business carried out by Alpharma at the Leased Property during the term of the Agreement complies with public regulations of The People's Republic of China. Alpharma shall utilize the Leased Equipment in a normal commercial manner and use reasonable commercial efforts to comply with applicable manufacturer's guidelines.

      5.4 Alpharma shall be entitled to have its registered business address at the Leased Buildings if required by the laws or regulations of The People's Republic of China.

6. Maintenance and Site Service

    • 6.1 Hisun shall at its own cost be responsible for the structural, exterior and interior maintenance of the Leased Property, including all exterior and interior and surfaces, whether painted, whitewashed, oiled or similarly treated surfaces, and shall maintain the Leased Property in good state of repair at all times, including any maintenance that is the result of ordinary wear and tear from the anticipated use of the Leased Property.

      6.2 Hisun shall be responsible for the provision of all ordinary site services including but not limited to facility management, fire brigade services, telecommunication lines, exterior cleaning of the property and outdoor facilities, snow clearing, etc.

      6.3 Alpharma shall immediately notify Hisun of any damage to the Leased Property that urgently requires remedial work. Alpharma shall handle the Leased Property with due care and shall remedy any damage to the Leased Property caused by Alpharma's failure to handle the Leased Property with due care or other neglect on the part of Alpharma.

      6.4 Alpharma shall agree to insure the Leased Property or any part thereof against any direct physical loss or damage to the Leased Property. Such insurance would be obtained at Alpharma's own cost.

7. Changes to the Leased Property

    • 7.1 Alpharma is entitled to make alterations to the buildings and equipment that are part of the Leased Property, provided such alterations are reasonably required for the operation of the Manufacturing Facility, without the necessity of obtaining the approval of Hisun. Major structural alterations to the Leased Property shall require the written approval of Hisun.

      7.2 Alpharm


 
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