ENGLISH TRANSLATION FOR INFORMATION ONLY
EDAP TMS S.A. 2002 20-F REPORT
EXHIBIT 4.4
TMS S.A. COMMERCIAL LEASE & AMENDMENT N0 1
(ENGLISH TRANSLATION FOR INFORMATION ONLY)
Exhibit 4.4 TMS SA English 1
ENGLISH TRANSLATION FOR INFORMATION ONLY
BUILDING
in: Vaulx en Velin
NAME OF THE TENANT: TMS S.A.
Lease: 4/6/9 years
from: 01 October 2002
to: 30 September 2011
- --------------------------------------------------------------------------------
COMMERCIAL LEASE
IN ACCORDANCE WITH ARTICLES L-145-1 AND FOLLOWING OF THE CODE OF
COMMERCIAL LAW
- --------------------------------------------------------------------------------
BETWEEN THE UNDERSIGNED:
THE COMPANY MAISON ANTOINE BAUD, Societe Anonyme [French limited company] with a
capital of 3 096 336 *, with its registered office in COURNON D'AUVERGNE (63800)
ZI Les Acilloux 27, Route du Cendre, represented by Mr. Yves DUPRE Vice Chairman
of the Board of Directors,
hereinafter referred to as: " THE LESSOR"
ON THE ONE PART;
and THE COMPANY TMS S.A., Societe Anonyme [French limited company] with a
capital of 3 166 488.00 euros, with its registered office in VAULX EN VELIN
(69120) 4, rue du Dauphine, recorded in the Lyon Trade Registry under the number
394 804 447, represented by Mr. Eric Simon Chairman of the Board of Directors,
duly authorised for the purpose of this document,
hereinafter referred to as " THE LESSEE "
ON THE OTHER PART;
IT HAS BEEN AGREED AND DECIDED AS FOLLOWS:
CHAPTER I - GENERAL CONDITIONS
PURPOSE
The Lessor, IN ACCORDANCE WITH ARTICLES L-145-1 AND FOLLOWING OF THE CODE OF
COMMERCIAL LAW leases out and rents to the Lessee, which accepts, the premises
of which it is the owner, hereinafter described in chapter II of the SPECIAL
CONDITIONS.
DESCRIPTION
The Lessee declares to know the premises well having visited them with this
agreement in view, it not being necessary to make a fuller description than that
made under chapter II " special conditions ", accepts them in the condition in
which they stand and are, and renounces any claim as regards their condition,
their layout or any error in the description.
Exhibit 4.4 TMS SA English 2
ENGLISH TRANSLATION FOR INFORMATION ONLY
DURATION OF THE LEASE
This lease is granted and accepted for a period of NINE full and consecutive
years that shall begin to run as of the date specified hereinafter in chapter II
" special conditions ". It shall cease in the conditions fixed in article
L-145-5. The Lessee shall have the right to terminate this lease at the expiry
of each 3-yearly period by notifying the Lessor by extra-judiciary process at
the latest nine months before the expiry of the period in progress.
RENT PRICE
The rent, fixed in the special conditions hereinafter, constitutes a determining
factor for both parties for the conclusion of this lease. This lease is granted
and accepted in return for an annual rent, a base value whose amount is
specified hereinafter in chapter II " special conditions " and which shall be
modified in the conditions fixed by the legislation and according to the
conditions fixed hereinafter.
The Lessee undertakes to pay the rent fixed in four equal instalments payable
quarterly, in advance, on the first day of JANUARY, APRIL, JULY and OCTOBER.
REVISION OF THE RENT PRICE
The first revision of the rent shall take place on 1 January of each year with
reference to the INSEE index. The subsequent revisions shall take place on 1
January of each year with reference to the index for the first quarter of the
previous year on that of the first quarter of the year before the reference
index. This clause for the annual indexing of the rent shall not have the effect
of reducing the revised rent to an amount less than the basic rent. In addition,
it constitutes an essential and determining clause of the lease without which
the Lessor would not have contracted.
VAT OPTION
In accordance with the provisions of articles 260-2(degree) and 193 to 195 of
Appendix II of the General Tax Code, the Lessor declares to opt for the payment
of VAT on the rents. It declares to deal personally with the declarations for
opening a distinct sector and option with the tax authorities, in the conditions
and time limits specified in articles 191 and 192 of Appendix II, and of article
286, and articles 32 and following of Appendix IV of the General Tax Code.
SERVICE CHARGES
The Lessee shall refund to the Lessor the share of the service charges for the
premises to which this rental lease relates. This share depends on the area of
the rented premises. It shall be paid at the same time as the rent. The final
amount of the charges shall be settled each year, three months after the closing
of the previous financial period, the balance due by the Lessee on these grounds
being invoiced by the Lessor, with a statement of the corresponding expenditure,
at the same time as the rent for the quarter and the provision for charges just
expiring.
The property tax payable by the LESSEE shall be refunded on presentation of
proof of payment.
GUARANTEE DEPOSIT
To guarantee the execution of obligations incumbent on it, the Lessee shall pay
the Lessor, which acknowledges this, a sum representing the amount of a rental
instalment, as a guarantee deposit and refundable at the end of the tenant's
enjoyment, one month after complete removal and return of the keys, and after
deduction of all the sums than may be due by the Lessee on the grounds of rent,
refundable tax charges for repairs or on any other grounds. This sum shall not
produce interest, the rent being fixed accordingly. The said sum shall be
increased or reduced at the time of each modification in the rent level, in
order to equal, at any time, a rent instalment.
DESTINATION
The Lessee shall only carry out in the rented premises the activity as it is
defined in the articles of association, to the exclusion of any other and shall
not be able to change this allocation by substituting or adding other
activities, using local practices as a pretext.
The Lessee shall constantly use the rented premises for its activity.
Exhibit 4.4 TMS SA English 3
ENGLISH TRANSLATION FOR INFORMATION ONLY
OTHER GENERAL CONDITIONS
The lease is, in addition, granted in the ordinary and lawful conditions and, in
particular, in the following conditions:
1)INVENTORY OF FIXTURES - The Lessee accepts the rented premises in the
condition in which they are at the time of entering into enjoyment and shall not
be able to require the Lessor to carry out any renovation or repair work. An
inventory of fixtures shall be drawn up in the presence of both parties when the
Lessee enters into enjoyment. In the event that, for any reason whatsoever, this
inventory is not drawn up, and, in particular, if the Lessee is absent, the
premises shall be considered to have been rented in perfect condition. The
Lessee shall bear the costs for the inventory of fixtures.
2) FURNISHING - The Lessee shall keep the rented premises constantly furnished
with large furniture, equipment and merchandise in a sufficient quantity and
value to meet, at any time, the payment of the rents and incidental charges,
along with the execution of all clauses and charges of this lease.
3) UPKEEP OF THE PREMISES - The Lessee shall ensure that the rented premises,
along with the fixtures, fittings and interior installations are kept in a good
state of repair and maintenance throughout the entire period of the lease. By
express agreement between the parties, the Lessee undertakes to execute, in the
place of the Lessor, all repairs that could be necessary in the rented premises,
in particular in respect to the glass areas, with the exception, however, of
major repairs as defined in article 606 of the Code of Civil Law that alone
remain payable by the Lessor, the rent having been fixed accordingly. The Lessee
undertakes to notify the Lessor without delay of any accident and repair for
which the Lessor is liable and which may become necessary during the lease. The
Lessee shall also be bound to maintain and repair all the sanitary installations
and appliances.
4) DAMPNESS - In the case of saltpetre forming permanently or fortuitously, the
Lessee must immediately inform the Lessor, so that the latter can do what is
necessary to remedy this.
5) INSURANCE - LIABILITIES The Lessor shall take out a multi-risk insurance
policy for the value when new of all the furniture, covering the landlord's
civil liability, claims by third-parties and neighbours, and damage to the
property complex and the landlord (loss of rent and recoverable charges,
indirect losses, etc.), by fire, explosion, electric hazards, breaking, water
damage and natural disasters, with abandon of claim against the Lessees on the
grounds of the damage that the latter could have caused to the building and the
persons for whom the Lessor is responsible (staff, suppliers, etc.).
Likewise each Lessee takes out an insurance policy covering its civil liability,
claims by third-parties and neighbours, and damage caused to its fixtures,
fittings, installations, equipment, furniture, merchandise and other goods
located in the rented premises, by fire, explosion, electric hazards, breaking,
water damage and natural disasters, with abandon of claim against the Lessor on
the grounds of the damage that the building or the latter could have cause to
these goods, the Lessee or its firm (loss of enjoyment, loss of customers or
goodwill, indirect losses) and the persons for whom the Lessee is responsible
(staff, suppliers, customers, etc.).
The covers provided by these different insurance policies shall extend to
electric damage, costs for clearing, demolition and transport of rubble, costs
for removal and replacement of all movable objects and expert's fees. The Lessor
and Lessee respectively abandon any claim against the other in the case of
damage caused to their goods and to persons for whom they are responsible as a
result of fire, explosion, electric hazard, breakage, water damage and natural
disasters.
If the activity carried out by the Lessee leads, either for the landlord or for
the other tenants or neighbours, to additional insurance premiums, the Lessee
shall indemnify for this each of these different interested parties, and, in
addition, shall cover the landlord against any claim by the tenants and
neighbours.
6) ACCIDENT MAKING IT PARTIALLY OR TOTALLY IMPOSSIBLE TO OCCUPY THE RENTED
PROPERTY - In the case of accident and apart from what is indicated in the last
paragraph of this {section}, the lease shall continue between the parties. If
the accident is ascribable to the Lessee, the latter shall not benefit from any
reduction in rent or charges during the period of loss of enjoyment. On the
other hand, if the accident is ascribable to the Lessor, or another tenant, the
Lessee shall benefit from a reduction in rent and charges in proportion to the
disruption in enjoyment that it incurs. In the case of destruction of the part
of the building where the rented premises are located, and if the Lessor decides
not to reconstruct, this lease shall be terminated as of right without indemnity
by simple notification by the Lessor of its decision, in the form of a
registered letter.
Exhibit 4.4 TMS SA English 4
ENGLISH TRANSLATION FOR INFORMATION ONLY
7) WORKS BY THE LESSEE - The Lessee shall not be able to make any change in the
distribution and installation of the rented premises, any demolition of
constructions, piercing of walls, panels or vaults, or any construction,
conversion or fitting-out without the express written authorisation of the
Lessor. In the event that the authorisation is granted, the works shall be
executed under the supervision of the Lessor's architect, whose fees shall be
payable by the Lessee.
8) ADVERTISEMENTS ON THE BUILDING - The Lessee shall obtain the prior written
agreement of the Lessor for any banner, advertisement and sign that it would
like to install outside its premises.
9) FLOOR LOAD - The maximum floor load is in the region of 350 KG/m2 for the
offices and shall be specified in chapter II " special conditions " if
necessary.
10) WORKS BY THE LESSOR - The Lessee shall accept without any indemnity,
whatever the importance and the duration, all the works that could become useful
or necessary in the rented premises or in the building where the premises are
located or in the neighbouring buildings, as well as all improvement or new
construction works that the landlord may judge appropriate to have executed,
even if these works may last longer than 40 days.
11) PUBLIC SERVICE WORKS - The Lessee shall have executed, the costs to be borne
by it, in the place of the Lessor, all works required by the public services, as
a result of its activity, solely affecting the rented premises. If the said
works concern all the building in which the rented premises are located, it
shall contribute in proportion to its rent to the cost of the works that shall
be carried out by the Lessor at the request of Public Services.
12) WORKS TO BRING INTO CONFORMITY - All works to bring into conformity with
safety or hygiene rules or works linked to operating and the new rules that
could become applicable in these different fields shall be fully payable by the
Lessee which shall deal personally with these without making any claim against
the Lessor. These works to bring into conformity must be carried out under the
supervision of the Lessor's architect. In the event that a smoke flue is
required or necessary, it shall be installed in the place indicated by the
Lessor, the costs to be payable by the Lessee and under its sole responsibility.
13) WATER - CONNECTION - The tenant undertakes to carry out, at the first
request by the landlord, the costs and responsibility to be solely borne by it,
in agreement with the Company and the landlord, all the works necessary for
connecting all cold water pipes for the rented premises, solely and directly to
the mains pipe and, therefore, pay the water consumption of the said Company,
along with the sundry costs linked to the installation, and to comply with all
the conditions imposed by this Company. The Lessee shall have the obligation to
protect the pipes, meters, etc. from freezing and shall be responsible, bearing
the costs, for damage to its installations as a result of freezing temperatures.
14) WATER - CONSUMPTION - The Lessee shall be bound to refund to the Lessor each
month the consumption of cold water. If there is a specific meter for the
premises to which this lease relates, the refunded water consumption shall be
that indicated on the said meter. The Lessee shall, in addition, bear the costs
of maintenance, rental and reading of the said meter, along with, in addition to
the consumption recorded on the distribution meter, its share of the water costs
for the building's general services and the communal toilets, if there are any.
If there is no distribution meter, the costs for the building's water shall be
distributed in proportion to the area of the rented premises. The Lessee
undertakes not to claim any indemnity from the Lessor in the case of stoppage in
water distribution, or lack of water pressure. The Lessor reserves the right, in
the case of below freezing temperatures, and each time that this measure is
necessary, to temporarily stop the distribution of water in the building,
without the tenant being able, as a result of this, to claim the right to any
indemnity.
15) TAXES AND SIMILAR CHARGES PAYABLE BY THE LESSEE - The Lessee must pay all
the town, police and highways charges to which tenants are ordinarily bound, all
this in such a way that the Lessor cannot have any problems in this respect,
paying, in particular, the personal and property contributions, rental taxes
(household rubbish, sewage, sweeping, etc.), trade tax and community charges,
and all other taxes for which tenants are responsible on any grounds whatsoever,
justifying their payment on request by the Lessor. The property tax is payable
by the Lessee.
16) CALM AND QUIET - The Lessee shall not be able to do anything in the rented
premises that, by the noise, smell, dampness, vibrations, smoke or any other
reason may cause annoyance to people in the building or others, or be harmful to
the building.
Exhibit 4.4 TMS SA English 5
ENGLISH TRANSLATION FOR INFORMATION ONLY
17) BUILDING REGULATIONS - The Lessee shall ensure that the peacefulness of the
building and building complex are not disturbed in any way by its fault or that
of its employees or customers. In particular it undertakes not to use in the
rented premises any electric or other appliance preventing the radio or
television from being heard without equipping the said appliances with devices
that prevent all disturbance for those in the vicinity. It shall comply with the
building regulations, if there are any, for good order, cleanness and service,
and shall not use any noisy or dangerous appliance. It must not place or dispose
of anything at all outside the rented premises, even for a short period.
18) PAYMENTS - the Lessee must also respect: town planning, urban development
zone and industrial estate job specifications and regulations, and any internal
or co-ownership regulations, so that the Lessor never has any problems in this
respect.
19) OCCUPANCY - the Lessee undertakes to personally and constantly occupy the
rented premises carrying out the aforesaid trading or industrial activity. It
shall not be able to be substituted, on any grounds whatsoever, and in
particular under a business leasing agreement, by a third party in the enjoyment
of the rented premises.
20) SUB-TENANCY AND TRANSFER OF THE LEASE
20.1 - The Lessee is formally prohibited from subletting or lending the rented
premises completely or partly, even for a short period and free of charge
20.2 - Notwithstanding article 20.1, the Lessee shall be able to partly sublet
the premises that it occupies to one or more companies in its group on condition
that it obtains the prior express agreement of the Lessor. For this purpose, the
Lessee must provide the Lessor with a K- bis extract for any sub-tenancy and the
draft sub-tenancy contract. This subletting does not cover secondary
sub-tenants, which are prohibited. The Lessee shall alone be liable for the
charges, clauses and conditions of this lease. It is expressly agreed between
the Lessee and the Lessor that there is indivisibility of the rented premises
and any partial sub- letting must specify that all the premises to which this
lease relates form an indivisible whole. At the expiry of this lease, whatever
may be the reason, the Lessor shall not be bound to any renewal of any sub-
tenancy contract(s), the Lessee personally dealing with the eviction of any
sub-tenant. The Lessee alone is liable in respect to the Lessor for all the
consequences of the sub-tenancies thus granted, in particular, as regards any
necessary repair of the premises, both at the time of the installation of any
sub-tenant and on its departure.
20.3 - The right to the lease shall only be transferred in full and only to the
purchaser of the goodwill and in other cases subject to the prior authorisation
in writing of the Lessor. In all cases, the Lessor shall be called upon by
extrajudiciary process to call into play its pre-emption right, as indicated
hereinafter, and to intervene in the lease transfer document (and in its
perfecting) of which a copy with the signatures shall be forwarded to it without
costs for it. The Lessee and any successive transferees shall continue to be
guarantors and sureties, jointly and severally bound to the lease conditions and
the payment of the rents and charges even prior to the transfer, which must be
specified in the transfer contract. In the case of transfer of goodwill, the
Lessee must notify by an extrajudiciary process the draft contract in full to
the Lessor. The latter shall be able, within one month of this notification, to
notify the Lessee that it intends exercising its pre-emption right and
undertakes to execute, in the place of the acquiring candidate, the clauses and
conditions of the draft transfer contract.
20) LIABILITY - The Lessor is exempted, in particular, from any liability, even
in the form of rent reduction, in the case of an interruption in the supply of
gas, water, electricity, central heating, hot water, etc.
21) BURGLARY - It is expressly agreed between the Lessee and the landlord that
the latter can, in no way, be held liable for any burglary of which the tenant
may be victim in the rented premises or in the communal part of the building.
The tenant undertakes to personally ensure, as it considers suitable, the
fencing, protection and surveillance of the premises rented to it and of its
personal belongings, the Lessor, by express agreement, not being responsible for
the surveillance of the building.
22) VISIT TO THE BUILDING - The Lessee accepts as of now, in the event that the
Lessor wishes to sell its building, to allow the rented premises to be visited
by any person with an authorisation from the landlord or its representative,
every day from 10 a.m. to 5 p.m. The Lessor has the right to have the rented
premises visited, at its convenience, by its architect and to allow entry to all
the contractors and workmen. It shall also be possible for the rented premises
to be visited, in the same conditions and between the same times, by any person
likely to rent the said premises, in the event of notice given by the Lessee,
refusal of renewal by the Lessor, premature termination of the lease or sale of
the rented premises.
Exhibit 4.4 TMS SA English 6
ENGLISH TRANSLATION FOR INFORMATION ONLY
23) DESTRUCTION OF THE PREMISES - Not withstanding article 1722 of the Code of
Civil Law, in the case of destruction following fire or any incident affecting a
major part of the area of the rented premises, this lease shall be terminated as
of right if this appears appropriate to the landlord, the Lessee expressly
renouncing the right to keep the lease at a reduced rent.
24) TOLERANCE - No act of tolerance on the part of the Lessor, whatever the
duration, shall create a right in favour of the Lessee.
25) HANDING-BACK OF THE PREMISES BY THE LESSEE AT THE END OF TENANCY - The
rented premises along with the fixtures, fittings and improvements carried out
by the Lessee shall be handed over without indemnity and in full ownership to
the Lessor, in good state of repair and maintenance (including those concerned
by article 606 of the Code of Civil law for the fittings and improvements made
by the Lessee) even if the lease comes to an end by application of the avoidance
clause, unless the Lessor prefers to require the rented premises to be put back
to their original condition, the costs to be born by the Lessee. One month
before the expiry of the lease, an inventory of fixtures shall be carried out in
the presence of both parties comprising a listing of the works and repairs
incumbent on the Lessee that must be carried out on the day of the expiry of the
lease, which the Lessor shall come to note so that the Lessee receives
discharge. Failing the execution of these repairs, the Lessee shall pay, on its
departure, the cost of the corresponding works.
26) AVOIDANCE CLAUSE - It is expressly agreed that failing payment, on its due
date, of all or part of any sum whatsoever due by the Lessee on the grounds of
this contract, as in the case of non-execution of any one of the conditions of
this lease and one month after order to pay or summons to perform remaining
without effect, this lease shall be terminated as of right, if so wished by the
Lessor, whether or not there is prejudice for the latter and without the need
for any legal formality, the said termination as of right resulting from the
notification of termination by extrajudiciary process. If the tenant refuses to
leave the premises, it shall suffice to force it for a simple decision to be
given in summary proceedings by the President of the Regional Court, the said
decision being provisionally enforceable notwithstanding appeal and without
lodging of guarantee. In this case, the rents in advance, the guarantee deposit
along with an indemnity fixed at twice the amount of the last quarterly
instalment in force shall be acquired by the Lessor on the grounds of first
termination indemnity, without prejudice to all others due.
27) PENALTY CLAUSE - In the case of non-payment exactly on their due date of the
sums due for rent and incidental costs by the Lessee according to the
stipulations of the lease, the amount of each outstanding payment shall, at the
expiry of 15 days as of the due date, be increased by 10% as damages and this
without prejudice to any application of the avoidance clause. By express
agreement, this penalty shall apply as of right at the expiry of the
aforementioned time limit without need for any further notification. All
lawyer's fees and all bailiff's fees and emoluments, for any intervention for
the purpose of collecting the unpaid rents at the agreed due date, shall be
payable by the occupant as penalty according to the meaning assigned in article
1152 of the Code of Civil law, in addition to the interest as of right and
repeatable costs.
28) LEASE CLAUSES - It is formally agreed that none of the conditions inserted
in the lease can be deemed to be comminatory or for style but, to the contrary,
they must all be fully executed without which the lease would not have been
concluded.
29) COSTS - The Lessee shall bear and be fully liable for the costs for legal
documents, fees, duties, stamps and registration.
30) DISPUTES - Disputes relating to the execution of this document shall be
referred, as appropriate, before the President of the Regional Court or before
the Regional Court itself in the Jurisdiction of LYON.
31) ELECTION OF DOMICILE - for the execution of this document and, in
particular, for the notification of all extrajudiciary processes or legal
action, the Lessee elects domicile in the rented premises even after departure
from the said premises.
32) FEES - The Lessor and Lessee acknowledge that this contract has been
negotiated by the Firm SOPREC, 59, Bd Vivier Merle 69429 LYON cedex 03
The share of the remuneration to be borne by the Lessee is indicated in Chapter
II " special conditions "
Exhibit 4.4 TMS SA English 7
ENGLISH TRANSLATION FOR INFORMATION ONLY
CHAPTER II - SPECIAL CONDITIONS
1 - DESCRIPTION
A building for use as offices located at 69120 VAULX EN VELIN 4, rue du Dauphine
Named B and C and more particularly the following lots:
Lots B1, B6-B7, lots B4-B5, lot B3 and Lot C3 on the basement of Lot A and C and
for archiving purposes.
With a rental area of roughly 3 325 M2, for offices and 410 m 2 for archives.
2 - DURATION
Nine full and consecutive years, of which a firm period of 4 years, the Lessee
expressly renouncing its right to terminate at the end of the first three-year
period.
3 - REFERENCE DATES
Date this lease comes into effect: 1 OCTOBER 2002
Date the premises are made available: at the latest 1 OCTOBER 2002
4 - PURPOSE
The Lessee's activity: research into electronic and IT devices for treating
materials, studies of appliances, and manufacture and marketing of hi-tech
medical appliances.
5 - USE
Offices and/or laboratories
6 - TAX SYSTEM
Added value tax (VAT) applicable
7 - BASIC ANNUAL RENT
Basic rent excluding tax lots B1, B6, B7: 104 240.95[E]
Basic rent excluding tax lots B4, B5: 55 051.28[E]
Basic rent excluding tax lots B3: 20 725.91[E]
Basic rent excluding tax lots C3: 21 120.19[E]
BASIC ANNUAL RENT EXCLUDING TAX: 201 138.33[E]
VAT at 19.6 % 39 423.11[E]
BASIC ANNUAL RENT INCLUDING ALL TAX: 240 561.44[E]
Which works out to two hundred and forty thousand five hundred and sixty-one
euros and forty-four centimes.
8 - PAYMENT OF THE 1ST QUARTER
Payment of the first complete instalment of the rent plus charges, taxes and
similar as of 1st October 2002.
Exhibit 4.4 TMS SA English 8
ENGLISH TRANSLATION FOR INFORMATION ONLY
9 - MINIMAL PROVISIONS FOR CHARGES
These are estimated at 14 380.70 [E] PER YEAR, ALL TAXES INCLUDED, and are
called in advance quarterly at the same time as the rent, that is to say 3
595.18 [E] PER QUARTER, ALL TAXES INCLUDED, excluding refund of the property tax
that will be made on presentation of the corresponding receipt.
10 - GUARANTEE DEPOSIT
50 284.58 EUROS, representing three months' rent excluding tax and charges
11 - REFERENCE INDEX
INSEE index for cost of construction that is to say 1159 for the 1st quarter
2002
The first revision will be on 1ST JANUARY 2004
12 - OTHER SPECIAL CONDITIONS
The Lessee shall personally deal with electric, telephone and other connections,
and, in particular, the compartmentation.
13 - DESCRIPTION OF WORKS CARRIED OUT BY THE LESSOR
Safety works and renewal of the sanitaries are to be planned,together with the
air conditionned in some areas.Details of these works and financial incidence
will be described in a separate amendment, upon approval of the definitive
specifications.
14 - CALM AND QUIET
Not withstanding article 16 of the general conditions, it is hereby specified
that the Lessor already authorises the Lessee to use electric appliances, taking
into account its activity.
Thus done in duplicate, with a copy for each party.
In Lyon, on
The Lessee The Lessor
Exhibit 4.4 TMS SA English 9
ENGLISH TRANSLATION FOR INFORMATION ONLY
APPENDIX 1 TO LEASE OF 1 OCTOBER 2002
MAISON ANTOINE BAUD, a joint-stock company with a capital of [E] 3,096,336 whose
registered offices are at ZI Les Acilloux, 27, Route du Cendre, Cournon d'
Auvergne (Puy de Dome), France and registered in Clermont-Ferrand under the
number 855 201 521, represented by Yves Dupre, the Vice-Chairman of the Board of
Directors and party to the contract and after this simply called the Lessor
On the one part,
AND
the Company TMS S.A., Societe Anonyme [French limited company] with a capital of
[E] 3 166 488.00, with its registered office in VAULX EN VELIN (69120) 4, rue du
Dauphine, recorded in the Lyon Trade Registry under the number 394 804 447,
represented by Mr. Eric Simon Chairman of the Board of Directors, duly
authorised for the purpose of this document,
On the other part,
The background is as follows:
- --------------------------------------------------------------------------------
ACCOUNT
- --------------------------------------------------------------------------------
Under an administrative decision dated 1 October 2002, in Lyons, MAISON ANTOINE
BAUD leased premises at 4, rue du Dauphine, Vaulx en Velin, France to EDAP
TMS S.A. These premises consist of:
A building used as offices (known as Office B and Office C) as well as the
following:
Part B1, B6-B7, parts B4-B5, part B3 and,
Part C3 of the ground floor for archiving.
The whole area covers approximately 3 325 square metres for offices and 410
square meters for archives.
This said, the following has been agreed:
Clause 5 in the original lease allowed various general terms to be enforceable
retrospectively and now contains the following addition:
The insured lessee, as part of the lease, agrees not to pursue an insurance
claim against the owner who might otherwise be held liable in the event of a
fire, explosion or damage caused by water emanating in the building described
in the specific terms and conditions. As a result, the lessee's insurance
company will be absolved of any duty that it might otherwise have had to claim
against the owner and his insurance company for material damage and costs or
insured losses.
and,
The insured owner, as part of the lease, agrees not to take action against the
lessee who might otherwise be held liable in the event of a fire, explosion or
damage caused by water emanating from the buildings described in the specific
terms and conditions. As a result, the owner's insurance company will be
absolved of any duty that it might otherwise have had to claim against the
lessee or his insurance company for material damage and cost or insured losses.
All other clauses and conditions of the lease enforceable since 1 October 2002
that have not been amended by this document remain enforceable.
Drawn up in Cournon, on 15 October 2002
In two top copies
The Lessor The Lessee
Exhibit 4.4 TMS SA English 10