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NAUTA DUTILH
ADVOCATEN NOTARISSEN BELASTINGADVISEURS
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UNAUTHORIZED TRANSLATION
of a deed of
Economic transfer of:
the business complex and laboratory, situated on a parcel of land, which
parcel is situated in the zoningplan Leeuwenhoek, on the corner of the
Archimedesweg and the Zernikedreef at Leiden, recorded in the
landregister as municipality Leiden, section X number 4050
Deed dated 6 January 1999
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Economic transfer of registered property
OS/LA 8002.4273
Document 001
This day, sixth day of January nineteen hundred and ninety-nine, there appeared
before me, Luutzen Frederik Tamminga, LL.M., civil law notary officiating in
Rotterdam:
1. a. Mr Jari Ilmari Karlson, controller, residing at 2281 SV Rijswijk,
Bilderdijklaan 40, born at Turku, Finland, on the twenty-eighth day of
May one thousand nine hundred sixty-one, married, holder of a Finnish
passport with number 2371571,
for the purposes of this matter acting as mandatary authorized in
writing by :
Mr Stuart Lewis Melton, directeur, residing at Caversham Woods 77,
Pittsford, NY 14534,
United States of America, born at Peoria, Illinois, United States of
America on the twenty-ninth day of December one thousand nine hundred
forty-six, married, for the purposes of this matter acting as managing
director A of the private company with limited liability: GENENCOR
INTERNATIONAL B.V., having its registered office at Delft, address: 2288
EK Rijswijk, Verryn Stuartlaan 1; and
b. Mr Johannes Cornelis van der Laan, research and development director,
residing at 3124 BA Schiedam, Atalantahof 19, born at Amsterdam on the
twentieth day of December one thousand nine hundred fifty-five, married,
holder of passport with number N39086638, acting in his capacity of
managing director B of the aforementioned compay: Genencor International
B.V.,
the appearers sub 1 a. en b., acting in said capacities, as such legally
representing Genencor International B.V.,
- Genencor International B.V. hereinafter referred hereinafter called
"Vendor"; and
2. Mr Olaf Ansgar Joseph Hermanus Smit, candidate civil-law notary, residing at
3011 TT Rotterdam, Admiraliteitskade 220, born at Breda on the fifteenth day
of February one thousand nine hundred seventy-four, unmarried, holder of
passport number L080762, for the purposes of this matter acting as mandatary
authorized in writing by:
a private company with limited liability: ABN AMRO ONROEREND GOED LEASE EN
FINANCIERINGEN B.V., having its registered office at Amsterdam, address:
1112 XP Diemen,
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Wisselwerking 22 (correspondence-address: p.o. box 1020, 1000 BA Amsterdam),
registered in the Trade-register of the Chamber of Commerce and Industries
at Amsterdam with number 184.851,
hereinafter called "Buyer".
The appearers, acting as stated, considering:
- that Vendor has and has been since the start of the construction economical
owner of: the business complex and laboratory, erected at the expense of
Vendor, situated on a parcel of land, owned by the municipality of Leiden,
which parcel has been granted to Buyer under a ground lease by the
municipality of Leiden, and which parcel is situated in the zoningplan
Leeuwenhoek, on the corner of the Archimedesweg and the Zernikedreef at
Leiden, forming a part measuring approximately thirty-one are and seventy
centiare marked at the spot, of the parcel, recorded in the landregister as
municipality Leiden, section X number 4050 (formerly 4031), as indicated in
outline on the map, marked LV 2265, dated the thirteenth day of July one
thousand nine hundred ninety-six, altered the ninth day of December one
thousand nine hundred ninety-eight, which map shall be attached to this
deed, the buildings hereinafter referred to as "the Property Sold";
- that Vendor is erecting a business complex and a laboratory, to be realized
in confirmity with a building contract concluded with a building contractor,
known to parties, hereinafter referred to as the "Building Contractor", the
building contract hereinafter referred to as the "Building Contract" and in
conformity with the construction specifications and the construction
specification drawings associated with it, which documents are known to the
parties;
- that the Property Sold will be transferred in economic sense by Vendor to
Buyer and Buyer will accept in economic sense on the date, on which the
business complex and the laboratory will be handed over by the Building
Contractor to the Vendor (this date hereinafter referred to as the
"Completion Date"), provided that the business complex with the laboratory
is erected in conformity with the Building Contract and in conformity with
the construction specifications and the construction specification drawings
associated with it;
- that occupation of the Property Sold shall take place only after the
Completion Date;
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- that Buyer has the intention to make the Property Sold available to Vendor
as of the Date of Completion on the basis of an agreement of lease;
declared the following:
PURCHASE AGREEMENT
The Vendor hereby sells to the Buyer and Buyer hereby buys from the Vendor the
Property Sold.
ECONOMIC TRANSFER
With effect from the Completion Date the Vendor delivers in economic sense the
Property Sold to the Buyer who accepts this in economic sense with effect from
the Completion Date.
The Vendor guarantees that he is empowered to sell and deliver in economic sense
the Property Sold.
ANCILLARY PROPERTY
Also the Vendor delivers with effect from the Completion Date to the Buyer who
accepts with effect from the Completion Date the movables that are intended to
serve the Property Sold permanently as referred to in section 254 of Book 3 of
the Civil Code, these movables hereinafter also called "the Ancillary Property".
PAYMENT OF PURCHASE PRICE
The purchase price of the Property Sold and the Ancillary Property amounts to
the total of the costs that Vendor has made on the matter of the building of the
buildings erected on the land, up to a maximum of eight million (NLG
8.000.000,--) excluding VAT.
The purchase price will be paid by the Vendor to the Buyer on the Completion
Date.
APPLICABLE PROVISIONS
The purchase and transfer in economic sense shall be subject to the following
PROVISIONS
EXPENSES AND TAXES
Article 1.
All the expenses, taxes and other burdens falling on this agreement of purchase
and sale and on the economic and the actual deliveries of the Property Sold
shall be for account of the Vendor.
USE OF THE PROPERTY SOLD
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Article 2.
The Buyer has stated that he wishes to use the Property Sold as business complex
and laboratory.
The Vendor has stated that he is not aware that the Property Sold should lack
one or more properties that would be necessary for a normal use as stated above
and that the Buyer could consequently expect in reason, or that the intended use
would not be permitted on the strength of any rules of private or public law.
LEGAL STATE OF THE PROPERTY SOLD
Article 3.
The Vendor guarantees that no retention rights are/shall be exercised with
regard to the Property Sold.
Article 4.
The Vendor guarantees the correctness of the following:
a. the Property Sold is at the Completion Date free of hire and other user
rights, empty, vacated with the exception of any movables sold along with it
and unclaimed; it is not being used by third parties without right or title;
b. For the Vendor there are at the Completion Date no obligations to third
parties on the strength of any pre-emption right, option, right of
repurchase or hire purchase;
c. the Vendor does not know whether the Property Sold is the subject of any
(pending application for advice on) designation or a designation order or
register entry:
1. as a protected monument in the sense of section 3, 4 or 6 of the
Historic Buildings and Ancient Monuments Act;
2. as a protected town or village view or proposal for the purpose as
referred to in section 35 of the Historic Buildings and Ancient
Monuments Act;
3. by the municipality or province as a protected town or village view;
d. the Vendor does not know whether the Property Sold is included in a town or
village renewal plan or has been designated for town or village renewal or
has been included in a designation as referred to in section 2 or section 8
or in a proposal as referred to in section 6 or section 8a of the Municipal
Priority Rights Act;
e. in connection with the Property Sold no legal action or arbitration is
pending.
ACTUAL CONDITION OF THE PROPERTY SOLD
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Article 5.
1. On the Completion Date the Property Sold shall be delivered and accepted in
the actual condition in which it is then, entirely vacated with the
exception of any movables possibly sold along with it.
2. If the size stated above for the Property Sold is not correct or not
complete neither the Vendor nor the Buyer shall derive any right from that.
ACTUAL TRANSFER/PROFITS AND LOSSES
Article 6.
The actual transfer of the Property Sold will be effected on the Completion
Date.
From the time of transfer the profits of the Property Sold shall be for the
benefit of the Buyer and the expenses shall be for account of the Buyer.
TRANSFER OF THE RISK
Article 7.
1. The risk of the Property Sold shall pass to the Buyer at the time of the
actual transfer agreed in article 6.
2. In deviation from the provisions of section 7:10 of the Civil Code, in the
event of rescission of the purchase agreement, even if it is brought about
by the Buyer, the risk of the Property Sold shall be for the Buyer until the
retransfer to the Vendor.
RESCISSION
Article 8.
1. All resolutory conditions that might have been agreed will cease to operate
on the Completion Date and will be annulled entirely on the Completion Date.
So with effect from the Completion Date neither the Vendor nor the Buyer can
still invoke a resolutory condition in respect of this purchase and transfer
in economic sense.
2. The parties explicitly intimate that they wish to exclude every possibility
of rescission or annulment of this purchase and transfer in economic sense
and are hereby doing this in so far as the law allows them to do so.
For those cases in which exclusion of rescission or annulment is not legally
possible, they intimate as their explicit desire that the consequences of a
possible rescission or annulment shall remain as limited as possible.
TRANSFER IN AN ECONOMIC SENSE
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Article 9.
The possession and enjoyment of the Property Sold shall be delivered to the
Buyer on the completion Date and with effect from the Completion Date the
Property Sold shall belong in an economic sense to the Buyer.
DEFAULT AND FINES
Article 10.
1. If the Vendor, after notice of default has been given to him by writ, during
a period of fourteen days neglects to fulfil one or more of its obligations
by virtue of this agreement the Vendor shall forfeit for the benefit of the
Buyer an immediately payable
penalty of one million Dutch guilders
(NLG 1.000.000,--), such without prejudice to the obligation to fulfil
towards the Buyer the agreement and without prejudice to the right of the
Buyer to claim compensation of damages and to the other rights of the Buyer.
2. If the Buyer, after notice of default has been given to him by writ, during
a period of fourteen days neglects to fulfil any obligation by virtue of
this agreement the Buyer shall forfeit for the benefit of the Vendor an
immediately payable penalty of one million Dutch guilders (NLG
1.000.000,--), such without prejudice to the obligation to fulfil towards
the Vendor the agreement and without prejudice to the right of the Vendor to
claim compensation of damages and to the other rights of the Vendor.
3. A fine shall be forfeited no matter whether the shortcoming is culpable or
not.
INDIVISIBILITY
Article 11.
1. The obligations flowing from this Deed on the part of the Vendor or
connected therewith shall be indivisible where the Vendor is concerned.
2. The obligations flowing from this Deed on the part of the Buyer or connected
therewith shall be indivisible where the Buyer is concerned.
TRANSFER OF ANCILLARY PROPERTY
Immediately after the execution of this deed the ownership of the Ancillary
Property shall be transferred in a legal sense to the Buyer in the condition in
which the Ancillary Property now is and free from pledges. Also immediately
after the execution of this deed the Ancillary Property shall be accepted by the
Buyer in the above-mentioned condition.
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TRANSFER TAX/TURNOVER TAX
The appearers declared that this transfer is encumbered with turnover tax by
virtue of the provisions of article 11(1) beginning and (a)(1) of the Turnover
Tax Act 1968. This turnover tax shall be for account of the Buyer and has not
been included in the said purchase price.
In respect of the transfer tax the exemption referred to in section 15 (1)
beginning and (a) of the Act on Taxes on Legal Transactions is invoked because
the Property Sold has not been used as a business assets.
REGISTRATION
Neither this deed nor any copy of or extract from it shall be intended to be
registered for the transfer of the Property Sold in the public registers
intended for the purpose because this deed does not contain a transfer of
registered property.
CHOICE OF DOMICILE
In respect of the performance of this agreement, also for fiscal consequences,
domicile is chosen at my, notary's office.
MANDATES AND POWERS OF ATTORNEY
The mandates for the appearers are evidenced by two private powers of attorney,
which will be attached to this instrument. Sufficient evidence of the powers of
attorney included in the mandates has been given to me, notary.
The appearers declared that they accepted the relevant mandates.
FINAL PROVISIONS
1. The capitalized headings are intended to increase the readability of this
instrument and neither Vendor nor Buyer can derive any right from
them.
2. Unless something else has been stated or agreed in more detail all
communications, notifications and requests or demands that are made or
brought by virtue of this agreement must be effected by telefax, by
registered letter or by writ.
If communications, notifications and requests or demands have been effected
by telefax they must be confirmed immediately by registered letter or writ
on pain of nullity, in which connection the date of despatch of the telefax
message shall be the date of receipt.
3. This agreement shall be subject to the General Extension of Time-limits Act.
4. This agreement and its performance shall be governed exclusively by Dutch
law.
CONCLUSION
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The appearers are known to me, notary.
WHEREOF AN ORIGINAL INSTRUMENT
was executed in Rotterdam on the date stated at the head of this instrument.
After the gist of this instrument had first been stated to the appearers by me,
notary, they declared unanimously that they had taken note of the content of
this instrument and did not desire it to be read out in full.
Subsequently, upon being read out in part, this instrument was signed by the
appearers and me, notary.
