First Amendment to the Design/Build Agreement between AES Clean Technology and Dendreon CorporationDesign Contract |
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Exhibit 10.36
First Amendment
to the Design/Build Agreement between
AES Clean Technology and Dendreon Corporation
THIS FIRST AMENDMENT (this “First Amendment”) dated as of February 16, 2006, is entered into by and between Dendreon Corporation, having an office at 3005 First Avenue, Seattle, WA, 98121 (“Owner”) and AES Clean Technology, Inc., having an office at 422 Stump Road, Montgomeryville, PA, 18936 (“Design/Builder”)
WHEREAS, Design/Builder and Owner entered into a Design/Build Agreement dated November 4, 2005 (the “Agreement”); and
WHEREAS, Owner and Design/Builder desire to revise the scope of the Work, as defined in the Agreement, as set forth below (“Services”); and
WHEREAS, Owner desires to amend the pricing structure and other provisions of the Agreement, as set forth below;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
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1. |
Scope of the Services. |
The first sentence of Section 1.1 of the Agreement is hereby replaced with the following sentence:
Design/Builder shall perform and complete, or cause to be performed and completed, the design and construction of all work required for the Project, consistent with the Redesign Meeting Notes from January 5-6, 2006 and with the layout depicted in the Perkins + Will drawing identified as 06.01.16, attached hereto as Exhibit A, and as set forth below:
The scope of work is revised to reduce the size of the New Jersey manufacturing facility from a 48 workstation facility to a 12 workstation facility with appropriate laboratory and support areas. The goal of the facility remains the launch of Provenge and it will also be used for clinical manufacturing of Provenge.
AES’ scope of work includes all elements of the Work necessary to for the design and construction of the 12 work station design including all lighting, HVAC, power, pass throughs and corridors as shown on Exhibit A. All specifications and requirements for the 12 workstation facility remain as outlined in the original scope of Work as set forth in the Agreement.
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2. |
Guaranteed Maximum Price. |
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a. |
Section 3.1(a) is hereby replaced in its entirety with the following provision: |
Owner shall pay Design/Builder a maximum fee of two million two hundred eighty three thousand six hundred seventy eight dollars ($2,283,678) (“Guaranteed Maximum Price” or “GMP”). The GMP shall constitute full compensation to Design/Builder for all Services, General Conditions Costs, Reimbursable Costs, Cost of the Work and Design/Builder’s Fee. Specifically, the GMP shall compensate Design/Builder for all Work necessary to provide a fully complete, operational, code compliant and functional Project in accordance with the Owner’s objectives for cost, time and quality consistent with the terms of this Agreement.
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b. |
Section 3.1(b) is hereby replaced in its entirety with the following provision:
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