### ** **

### **EXHIBIT 4.12**

Project: GMP FacilityCrucellHolland B.V.

Date: August 27,2005

**TurnKey Contract**

between

**Crucell Holland B.V.**

Archimedesweg 4

NL - 2301 CA Leiden

The Netherlands

hereinafter referred toas “Purchaser”

and

**PharmaplanInternational GmbH**

Borkenberg 14

D — 61440 Oberursel

Germany

hereinafter referred toas “Seller”

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**CONTENTS**

| 1.  | Preamble                                                  | 3  |
|-----|-----------------------------------------------------------|----|
| 2.  | Definitions                                               | 3  |
| 3.  | Subject of Contract                                       | 5  |
| 4.  | Seller’s Obligation                                  | 5  |
| 5.  | Purchaser’s Obligation                               | 6  |
| 6.  | Schedule of Work, Time of Deliveries, Liquidated  Damages | 7  |
| 7.  | Representatives, Work on Site                             | 8  |
| 8.  | Variations                                                | 10 |
| 9.  | Contract Price, Terms of Payment                          | 11 |
| 10. | Packing and Shipment                                      | 12 |
| 11. | Inspections and Mechanical Completion                     | 12 |
| 12. | Passing of Risk, Liability, Insurance                     | 13 |
| 13. | Defects, Warranty                                         | 14 |
| 14. | Safety Standards                                          | 15 |
| 15. | Termination                                               | 16 |
| 16. | Intellectual Property Rights                              | 18 |
| 17. | Confidentiality                                           | 18 |
| 18. | Force Majeure                                             | 19 |
| 19. | Limitation of Liability                                   | 19 |
| 20. | Notices and Language                                      | 20 |
| 21. | Arbitration, Applicable Law                               | 20 |
| 22. | Miscellaneous                                             | 20 |
| 23. | Appendices                                                | 23 |

 

2

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|                                      | ** ** | **1. Preamble**                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                 |       | Whereas the Purchaser intends to install a new GMP  facility for the production of BSL-3/2-Vaccines (hereinafter  referred to as the “Plant”) at his premises at Leiden (hereinafter referred  to as the “Site”), and whereas Purchaser and Seller have negotiated and  agreed to the implementation of such  Plant, the parties, intending to be legally bound, hereby agree as follows: |
|                                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                 | ** ** | **2. Definitions**                                                                                                                                                                                                                                                                                                                                                                                            |
|                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                 |       | When used in this Agreement, the capitalized terms  listed below shall have the following  meanings:                                                                                                                                                                                                                                                                                                          |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Commencement  Date**               |       | 2.1. “Commencement Date” shall mean the date as  specified in Sub -Clause 22.12 as the date for the commencement of the  Contract.                                                                                                                                                                                                                                                                  |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Contract**                         |       | 2.2. “Contract” shall mean this  Contract entered into between the Purchaser and the Seller, including  all Appendices hereto, which form an integral part hereof as the same, and  amendments of and additions to this document agreed in writing.                                                                                                                                                 |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Contract  Price**                  |       | 2.3. “Contract Price”  shall mean the total amount to be paid by the Purchaser for the Work, excluding value added tax and all other taxes or duties levied in the country where the Site  is located.                                                                                                                                                                                              |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Plant**                            |       | 2.4. “Plant” shall mean  a new GMP Facility for the production of BSL- 3/2-Vaccines                                                                                                                                                                                                                                                                                                                 |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Force  Majeure**                   |       | 2.5. “Force Majeure” shall have the meaning defined  in Clause 18.                                                                                                                                                                                                                                                                                                                                  |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Laws,  Regulations and Standards** |       | 2.6. “Laws, Regulations  and Standards” shall mean any mandatory public  regulation affecting the performance of the Contract, including official standards and norms, which according to  such public regulations shall be applied.                                                                                                                                                                |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Schedule  of Work**                |       | 2.7. “Schedule of Work”  shall mean the document appended to the Contract  which specifies the timing of major stages of the execution of the Scope of  Supplies, as per Appendix 3.                                                                                                                                                                                                                |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Project  Manager**                 |       | 2.08. “Project Manager”  shall be the representative of either party who, until the end of the defects liability period under Clause 7, shall be  authorised to make decisions on behalf  of that party regarding all measures  necessary for the performance of the Contract, including amendments and additions thereto.                                                                          |

 

3

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| **Excusable Delays**       |   | 2.09. “Excusable Delays” - shall mean the  following risks:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | a) war and hostilities (whether war be declared or  not), invasion, act of foreign enemies, |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | b) civil war, rebellion, revolution, insurrection,  military or usurped power, riot, civil commotion or disorder, insofar as it  relates to the country where the Site is located or countries through which  supplies must be transported, |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | c) terrorist action or others acting from a  political motive, |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | d) ionising radiation or contamination by  radio-activity from any nuclear fuel or nuclear weapons material, or from any  nuclear waste from the combustion of nuclear fuel, radio-active toxic  explosives or other hazardous properties of any explosive nuclear assembly or  nuclear components thereof, |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | e) confiscation, commandeering, requisition or  destruction of or damage to property by order of the government or by any  public authority, |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | f) pressure waves caused by aircraft travelling at  sonic or supersonic speed. |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Ruling  Language**       |   | 2.10. “Ruling Language” - shall have the  meaning defined in Sub-Clause 20.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Site**                   |   | 2.11. “Site” shall mean the place where the Plant is  to be erected, including adjacent areas necessary for unloading, storage and  internal transport of products, materials and equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Site  Representative**   |   | 2.12. “Site Representative” shall be the  representative of either party who, from the start of the Seller’s execution  of the Scope of Supply on Site until the same have been taken over and shall  be authorised to make decisions on behalf of that party concerning the day to  day management of operations relating to the execution of the Scope of Supply  on Site, and have such further powers as are assigned to him/her by such  party and notified to the other party. The Site Representative can be either  the Project Manager or somebody to be announced in writing six (6) weeks  prior to start with major activities on Site. |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Subcontractor**          |   | 2.13. “Subcontractor” shall mean any firm or person  to whom execution of any part of the Scope of Supply, including design and  supply of materials, is directly or indirectly subcontracted by Seller,  including such persons’ legal successors and permitted assigns. The Contract  engaging a Subcontractor is referred to as a “Subcontract”.                                                                                                                                                                                                                                                                                            |
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Mechanical  Completion** |   | 2.14. “Mechanical Completion” shall mean that the  Scope of Supply has been performed and the Plant is structurally and  electrically completed and in a functional, clean condition, that all the  equipment has been installed and is ready for Installation Qualification (IQ).                                                                                                                                                                                                                                                                                                                                                                            |

4

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| **Time for Completion**                |       | 2.15. “Time for Completion” shall mean the time  within which, according to the Contract, the Scope of Supply shall be  completed in accordance with the Contract and shall be taken over by the  Purchaser, where applicable as extended in accordance with the Contract.                                                                                                                                                                                                                                                           |
|----------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Scope  of Supply**                   |       | 2.16. “Scope of Supply” shall mean all supplies and  services, as specified in detail with Appendix 1, to be provided by Seller  pursuant to the Contract, including variations in accordance with Clause 8.  Supplies, equipment and services which, according to the Contract, shall not  be provided by Seller, but by the Purchaser or a third party employed by the  Purchaser shall not be deemed part of the Scope of Supply.                                                                                                 |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Incoterms  2000**                    |       | 2.17. “Incoterms 2000” shall mean the set of  international trade terms and rules published by the International  Chamber of Commerce.                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Basic  Engineering Package**         |       | 2.18. “Basic Engineering Package” shall mean the set  of documentation (as per Appendix 9) submitted by Seller in August 2005  and approved by Purchaser.                                                                                                                                                                                                                                                                                                                                                                       |
|                                   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                   | ** ** | **3. Subject of  Contract**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                   |       | The Subject of this Contract is the design, delivery  and erection of machinery, equipment and prefabricated modules for the Plant  by Seller according to the Basic Engineering Package (Appendix 9) and the  technical specifications attached to this Contract (Appendix 1). The Scope of  the Contract also includes the incorporation of Purchaser’s supplies into the  Plant as described more specifically with Appendix 1.                                                                                                        |
| ** **                             | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                             | ** ** | **4. Seller’s Obligations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Seller’s  General Obligations** |       | 4.1. The Seller shall, in accordance with the  Contract, with due care and diligence carry out the Scope of Supply within  the time limit(s) specified in the Schedule of Work, where applicable as  extended in accordance with the Contract, and perform such other obligations  as are specified in the Contract. The Seller shall, unless otherwise  specified in the Contract, be responsible for design, manufacture or  procurement, testing and commissioning of all parts of the Scope of Supply as  prescribed in the Contract. |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Machinery,  Equipment and Modules**  |       | 4.2. The Seller shall deliver the machinery,  equipment and modules according to DIN / ISO Standards and as specified with  Appendix 1 and 4.                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Documentation**                      |       | 4.3. The Seller shall deliver the documentation  according with the European and U.S. GMP Regulations and Standards.                                                                                                                                                                                                                                                                                                                                                                                                                           |

5

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| **Laws, Regulations and Standards** |       | 4.4. The Seller and the Purchaser shall comply with  all Laws, Regulations and Standards in connection with the performance of  their respective obligations under the Contract. 

 

The Purchaser shall provide reasonable assistance to  Seller in ascertaining the contents of Laws, Regulations and Standards in the  country where the Site is located to the extent that such Laws, Regulations  and Standards affect the Seller’s performance of the Contract. The Purchaser  shall further inform the Seller of any changes in such Laws, Regulations and  Standards. 

 

Changes in Laws and Regulations and in their  generally accepted interpretation or application occurring after signature of  the Contract Document shall be treated in accordance with Clause 8. |
|-------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Training**                        |       | 4.5. Seller shall provide training to Purchaser’s  personnel as specified with Appendix 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **                          | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                          | ** ** | **5. Purchaser’s Obligations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Site**                            |       | 5.1. The Purchaser shall provide the Seller free  access on Site in order to enable the Seller to perform the Scope of Supply  in accordance with the Schedule of Work as attached hereto with Appendix 3 

 

The Purchaser’s obligations concerning the Scope of  Supply on Site is specified in the Contract as well as with Appendix 1. 

 

The Purchaser shall ensure that the working  conditions on Site satisfy local Laws and Regulations. The Purchaser shall  prior to the start of Seller’s execution of the Scope of Supply on Site  notify the Seller of the safety regulations in force on Site.                                                                                                                                                                |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Support**                         |       | 5.2. The Purchaser shall provide necessary support  and sign such applications and documents as may be necessary for the Seller  and it’s Subcontractor to obtain from Government Authorities those licenses,  permits and rights required to fulfil it’s obligation under this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Procurement  by Purchaser**       |       | 5.3. The Purchaser shall be responsible to provide  all equipment and services, excluded from the Seller’s Scope of Supply, in  accordance with the Schedule of Work and with the same quality as specified  within this Contract. 

 

Any delay in time and / or variation in quantity and  / or quality of the provided equipment and services on Site may cause delays  in the performance of the execution of the Seller. Upon Seller’s request the  Purchaser shall give to the Seller written notice about the expected delays  in detail in order to determine time to be added to the Time of Completion.  Once this period has been determined the Schedule of Work shall be adjusted  accordingly.                                                                        |

6

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| **Taxes, Duties**                 |       | 5.4. Purchaser undertakes to pay in addition to the  price all those customs, duties, levies, fees and taxes of any kind falling  due outside the Federal Republic of Germany in connection with this Contract  as a result of the sale and supply of equipment and parts and/or sale and  performance of services. In case the Seller is subject to taxation and such  other charges, Purchaser undertakes to reimburse the corresponding amounts to  the Seller in addition to the price as per Clause 9 of this Contract. Such  reimbursement shall be effected sufficiently in advance to allow the Seller  to correctly and timely settle these payments. The foregoing shall apply to  all customs, duties, levies, fees and taxes of any kind which will be levied  from the Seller, from the Seller’s personnel active in connection with this  Contract from the Seller’s foreign Subcontractor from the Seller’s Subcontractor’s  personnel active in connection with this Contract. |
|-----------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                        |       | If the Seller’s supplies as specified in the present  Contract or any of his services rendered are subject to VAT in the country of  destination, the Purchaser shall pay VAT in the Seller’s name directly  complying with any formalities required by the local fiscal authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                        |       | Upon request of Seller, the Purchaser will apply for  the “Reverse Charge Method” for the Dutch VAT and therefore, the Purchaser  will execute in due time all necessary VAT forms and declarations for the  relevant tax authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                        | ** ** | **6. Schedule of Work, Time of Delivery,  Liquidated Damages**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Schedule  of Work**             |       | 6.1. The Seller shall perform the Scope of Supply in  accordance with the Schedule of Work as attached hereto with Appendix 3  covering each phase of the execution of the Scope of Supply including  delivery of all equipment and materials on Site. The Seller reserves the  right to deviate from and/or modify the Schedule of Work (for reason of due  performance under this Contract. The Seller shall notify Purchaser  immediately thereof in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Time of  Delivery**             |       | 6.2. Time of delivery, i.e. completion of Seller’s  Scope of Supply, as per Appendix 3, shall be within sixteen (16) months after  commencement of the Contract as set forth in Clause 22.12. The Seller’s  compliance with delivery time is contingent upon the Purchaser’s proper  fulfilment of all of his obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Default  of Delivery**          |       | 6.3. The Seller is deemed to be in default to  deliver in time if any piece of machinery; equipment and modules is not ready  for dispatch at the time specified, provided this will hinder timely  performance of erection and/or commissioning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Liquidated  Damages for Delay** |       | 6.4 If the Seller’s default in terms of Sub-Clause  6.3 causes a delay in the commencement of Mechanical Completion, the Seller  shall pay liquidated damages as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                        |       | For each calendar week of delay in delivery 0.5% of  the value of the late consignment shall become due; the aggregate of liquidated  damages shall however not exceed five (5) percent (%) of the total value  of the equipment and modules as per Price Break Down attached to this  Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

7

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|                                             |       | Liquidated Damages shall not apply in case the  Operations Qualification (OQ) has been completed according to the contractual  project time schedule (Appendix 3)                                                                                                                                                                                                                                                                                             |
|---------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | In the event that any supply (equipment and / or  services) procured by the Purchaser is delayed and causes delays in the  execution of the Scope of Supply for the Seller, the time of delay, to be  determined by both parties, will be added on top of the Time of Completion as  stipulated with Appendix 3; the Schedule of Work shall be adjusted  accordingly.                                                                                         |
|                                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Due  Date for Liquidated Damages**        |       | 6.5. Liquidated damages for delay under Sub-Clause  6.4 shall become due at the Purchaser’s demand, but not before the Scope of  Supply has been taken over or the Contract has been terminated in accordance  with Clause 15.                                                                                                                                                                                                                           |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Extension  of Time**                      |       | 6.6. The Seller shall be entitled to a reasonable  extension of the Time for Completion if he is delayed by:                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | a. failure by the Purchaser to perform  correctly and in time any of his obligations under the Contract, regardless  of the reason for such failure,                                                                                                                                                                                                                                                                                                     |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | b. actions or omissions by any Subcontractor  or person employed by the Purchaser,                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | c. any physical conditions (other than  climatic conditions) or artificial obstructions that the Seller encounters on  the Site, which could not reasonably have been foreseen by the Seller on the  basis of data provided by the Purchaser or otherwise readily available or  from a visual inspection of the Site,                                                                                                                                    |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | d. an approved variation in accordance with  Clause 8,                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | e. any damage caused by the Purchaser’s Risks,  or                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | f. any circumstance which constitutes Force  Majeure.                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                                  |       | 6.7. In order to avail himself of his right to an  extension of time the Seller must, however, notify the Purchaser without  delay after the time when the Seller becomes aware of or should have realised  the need for an extension. The notice shall state the reason for the  extension and, if possible, the length of the extension.                                                                                                                    |
| ** **                                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                                  | ** ** | **7. Representatives, Work  on Site**                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Project  Managers, Site Representatives** |       | 7.1. The Seller and the Purchaser shall each appoint  a Project Manager and a Site Representative. In the event that the  representatives are not named in the Contract, each party shall notify the  other of the identity of his Project Manager no later than seven  (7) calendar days after the Commencement Date and of the identity of his  Site Representative prior to the start of the Seller’s execution of the Scope  of Supply on Site. |

 

8

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| **Access to the Site**                                               |   | 7.2. The Purchaser shall, on prior notice from the  Seller, provide access to the Site as and when required by the Seller in  order to allow him to execute the Scope of Supply.                                                                                                                                                                                                                                                                                                                                                            |
|----------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Purchaser’s  Obligations**                                    |   | 7.3. The Purchaser’s obligations concerning the  Scope of Supply on Site are specified with Appendix 1.

 

The Purchaser shall ensure that the working  conditions on the Site satisfy Laws and Regulations. The Purchaser shall  prior to the start of the execution of Seller’s Scope of Supply on Site  notify Seller of the safety regulations in force on Site.                                                                                                                                                        |
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Observance  of Safety Regulations and Local Laws and Regulations** |   | 7.4. The Seller shall ensure that his personnel  adheres to the safety regulations in force on Site. This shall not affect the  Purchaser’s obligations under Sub-Clause 7.3. The Purchaser may deny access  to the Site to any member of the Seller’s personnel who seriously or  repeatedly fails to observe the safety regulations.                                                                                                                                                                                            |
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Surplus  Materials**                                               |   | 7.5. Any materials supplied by one party which are  not consumed in the performance of or incorporated into the Scope of Supply  shall remain the property of that party. The Seller shall at the Purchaser’s  request remove from the Site any surplus materials belonging to the Seller.                                                                                                                                                                                                                                             |
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **The  Seller’s Additional Cost and Expense**                   |   | 7.6. The Seller shall be entitled for compensation  by the Purchaser as hereinafter specified for additional cost and expenses,  which the Seller reasonably incurs due to any of the circumstances referred  to in Sub-Clause 6.6.                                                                                                                                                                                                                                                                                                         |
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                           |   | The compensation shall cover: 

 

-waiting time and time for extra journeys,

 

-additional material, work, including work to  remove, secure and set up erection equipment, 

 

-costs incurred by the Seller in having to keep his  equipment on the Site longer than foreseen,

 

-additional costs for travel, board and lodging for  the Seller’s personnel, and 

 

-other costs which Seller can show he has incurred  due to the changed circumstances of the Scope of Supply.                   |
| ** **                                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                           |   | Where the Seller’s performance of the Scope of  Supply on Site is affected by Force Majeure the Seller shall be entitled for  compensation from the Purchaser for any extra costs for demobilization of  personnel and equipment and for safeguarding of items and materials provided  for inclusion in the Scope of Supply and related equipment. Any additional  Cost and Expense caused by a delay or requested by Seller is subject to a  mutual agreement within five (5) working days after the delay has been  recognized. |

 

9

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|                                                        | ** ** | **8. Variations**                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **The  Seller’s Duty to carry Out Variations**    |       | 8.1. The Seller shall be obliged to carry out variations  as the Purchaser requires in the agreed scope, design or manner of execution  of the Scope of Supply.                                                                                                                                                                                                                                                       |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                             |       | The Seller shall further carry out variations which  become necessary due to changes in Laws, Regulations and Standards which  apply to the Scope of Supply and in the generally accepted interpretation or  application thereof. This obligation shall apply in respect of all amendments  which come into effect after the commencement of the Contract and before the  date of Taking Over of the Scope of Supply. |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Variations  Suggested by the Seller**                |       | 8.2. The Seller shall inform the Purchaser of  possible Variations, which the Seller considers to be in the interest of the  Purchaser. The Seller shall further inform the Purchaser of any changes  occurring in standards and norms, which, according to the Contract, shall be  observed in the performance of the Scope of Supply.                                                                               |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Amendments  of Terms of the Contract**               |       | 8.3. In case of variations the Contract Price, the  Time of Completion and other terms of the Contract shall be amended to  reasonably reflect the consequences of the variation. The Seller is not  obliged to carry out Variations demanded by Purchaser if the Parties have not  agreed about price increases, extension of time and technical practicability  caused by such Variations.                          |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Purchaser’s  Request for a Variation**          |       | 8.4. The Purchaser shall give notice to the Seller  of his request for a Variation under Sub-Clause 8.1. The notice shall contain  a detailed description of the Variation.                                                                                                                                                                                                                                           |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Notice  regarding Terms for a Variation**            |       | 8.5. The Seller shall, without undue delay after he  has received the Purchaser’s request referred to in Sub-Clause 8.4, notify  the Purchaser whether it is possible to carry out the Variation and, if so,  specify the manner of execution and the effects of the Variation on the  Contract Price, the Time Schedule and other terms of the Contract.                                                        |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                             |       | The Seller shall also give notice as referred to in  the first paragraph when he becomes aware of the need for a Variation under  Sub-Clause 8.1.                                                                                                                                                                                                                                                                     |
| ** **                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **The  Seller’s Costs for Examining a Variation** |       | 8.6. The Purchaser shall reimburse any costs  incurred by the Seller in examining the consequences of a Variation requested  by the Purchaser. Prior to start any examination of consequences for  Variation the Seller shall submit a proposal stating the cost and time impact  to the Purchaser, which is subject to approval by Purchaser.                                                                        |

10

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|                       | ** ** | **9. Contract Price and Terms of Payment**                                                                                                                                                                                                |
|-----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **            |       |                                                                                                                                                                                                                                      |
| **Contract  Price**   |       | 9.1. The Contract Price shall be:                                                                                                                                                                                                         |
| ** **            | ** ** | ** **                                                                                                                                                                                                                                |
| ** **            | ** ** | **EUR 22.570.000,-**                                                                                                                                                                                                                      |
| ** **            |       |                                                                                                                                                                                                                                      |
| ** **            |       | (in words: EUR twenty two million and five hundred  seventy thousand)                                                                                                                                                                     |
| ** **            |       |                                                                                                                                                                                                                                      |
| ** **            |       | 9.2. The Contract Price of the machinery, equipment  and modules is to be understood for delivery Free on Site / CIP LEIDEN,  according to INCOTERMS 2000, including proper packing,                                                      |
| ** **            |       |                                                                                                                                                                                                                                      |
| ** **            |       | The above-listed Contract Prices is net, i.e. value  added tax, if levied for any of Seller’s deliveries and services shall be  added thereto.                                                                                       |
| ** **            |       |                                                                                                                                                                                                                                      |
| **Terms  of Payment** |       | 9.3. The Contract Prices as set out in Clause 9.1  shall be payable as follows:                                                                                                                                                           |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | 9.3.1 **30%** of the  Contract Price (i.e. EUR 6.771.000) as down payment is due immediately after  signing the Contract against the Seller’s presentation of a commercial  invoice                                                  |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | 9.3.2 **30%**of the  Contract Price (i.e. EUR 6.771.000) after approval of URS’s of Main  Equipment, as specified with Appendix 7, against down payment invoice due  within 30 days after invoices issue date.                       |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | 9.3.3 **15%** of the  Contract Price (i.e. EUR 3.385.500) after completion of modular steel  structures of the prefabricated modules against down payment invoice due  within 30 days after invoices issue date.                          |
|                  |       | 9.3.4 **5%** of the  Contract Price (i.e. EUR 1.128.500) after completion of placing the modules  in place on Site against down payment invoice due within 30 days after  invoices issue date.                                            |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | 9.3.5 **10%** of the  Contract Price (i.e. EUR 2.257.000) after Mechanical Completion and down  payment invoice due within 30 days after invoices issue date.                                                                             |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | 9.3.6 **10%**of the  Contract Price (i.e. EUR 2.257.000) after Completion of the OQ (Operation  Qualification) and Final Acceptance Certificate as per Article 11.5 and  final invoice due within 30 days after invoices issue date. |
|                  |       |                                                                                                                                                                                                                                      |
|                  |       | All invoicing from Seller to Purchaser and all  payments from Purchaser to Seller are subject to the “Reverse Charge Method”  as requested by the Dutch Laws and Regulations.                                                   |

 

11

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| **Performance Guarantee**                      |       | 9.4. Only with collection of the last installment  the Seller will submit a Contract Performance Guarantee, issued by a bank,  for the amount of five (5) percent (%) of the Contract Price as per  Sub-Clause 9.3                                                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Seller’s Right to Suspend Performance** |       | 9.5. If the Purchaser fails to pay on time, the  Seller shall also be entitled to suspend performance of the Contract in whole  or in part. The Seller shall give the Purchaser seven (7) days’ notice  of such suspension. When Seller receives payment, including interest, he  shall be obliged to resume performance of the Contract, and the provisions of  Sub-Clause 6.8 through shall apply.                                                                                                                                                                                  |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Interest on Late Payment**                   |       | 9.6. If the Purchaser fails to pay on time, the  Seller shall be entitled to receive interest from the due date at the rate as  specified in the Contract, or if no rate is specified at a rate which is five  (5) percentage (%) points above the rate of the main refinancing facility  of the European Central Bank in force on the due date of payment.                                                                                                                                                                                                                                |
| ** **                                     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                     | ** ** | **10. Packing and  Shipment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Packing**                                    |       | 10.1. Packing and preservation, if required, shall  be made to a reasonable extent with regard to proper handling during  transport, loading and warehousing at the destination, i.e. in closed  rooms/halls each according to the Seller’s instructions. If the packing has  been opened or damaged and/or preservation has been damaged the Purchaser  shall immediately arrange for a proper protection of the goods and inform the  Seller in writing accordingly; in such case Purchaser shall either replace  the packing or safely warehouse the goods in coordination with Seller. |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Specifications**                             |       | 10.2. About two (2) weeks prior to date of  shipment the Seller shall inform the Purchaser about packing specifications,  giving him approximate details on dimensions and weights of the supplies. In  due time before shipment will be effected the forwarding agent assigned by  the Purchaser shall contact the Seller for clarification of transport  details, and the Seller shall upon request provide all information for  shipment and transport.                                                                                                                                 |
| ** **                                     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                     | ** ** | **11. Inspections and Mechanical Completion**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Purchaser’s Right to Inspect**          |       | 11.1. The Purchaser shall be entitled to inspect any  part of the Scope of Supply at the Seller’s and Subcontractor’s premises and  on Site. The Purchaser shall give Seller seven (7) calendar days prior  notice of such inspection. The Seller shall provide the documents and  information and give the assistance reasonably needed by the Purchaser to  carry out the inspection.                                                                                                                                                                                          |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **Cost**                                       |       | 11.2. The Seller shall bear the cost for the  inspection under Sub Clause 11.1 except that cost for the Purchaser’s  Representative. Notwithstanding the foregoing, the Purchaser shall bear the  cost for any test required to be carry out by Laws and Regulations in the  country where the Site is located.                                                                                                                                                                                                                                                                            |

12

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| **Notice**                                                                 |       | 11.3. The Seller shall in writing inform the  Purchaser fourteen (14) calendar days prior to the expected date of Mechanical  Completion.                                                                                                                                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Notice of Mechanical Completion, Certificate of  Mechanical Completion** |       | 11.4. After the Seller has given notice for  Mechanical Completion the parties shall jointly inspect the Plant to  ascertain that they are complete and ready for Installation Qualification  (IQ). The Purchaser shall notify the Seller of any work, which, in the  opinion of the Purchaser, needs to be performed or corrected before the start  of Installation Qualification (IQ). Purchaser and the Seller shall jointly  establish the Certificate of Mechanical Completion. |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Final Acceptance Certificate**                                           |       | 11.5. Upon successful Operation Qualification (OQ),  documented with the Final Acceptance Certificate, signed by both Parties, the  Scope of Supply will be considered as accepted and the requirements in  respect to the performance of the Contract are fulfilled. Any defect which  may be pending shall be listed. Defects not impairing correct Plant operation  shall not hinder the acceptance, but shall be specified in the Final Acceptance  Certificate.                 |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Taking Over**                                                            |       | 11.6. The Purchaser shall be deemed to have taken  over the Plant at the time when the Parties have signed the Final Acceptance  Certificate. Without any mutual written consensus the Purchaser is not  entitled to take the Scope of Supply or parts of it into operation or  otherwise use or dispose the Scope of Supply before the Certificate of Final  Acceptance has been issued, otherwise the Plant shall be deemed as accepted.                                           |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Termination due to non acceptable performance**                          |       | 11.7. If it will not be possible to definitely  eliminate the defects, and if the Plant is unable to produce in a technically  reasonable manner and cannot be expected to do so in future for reasons  solely attributed to Seller, the Purchaser shall be entitled to terminate the  Contract and to rescind the Scope of Supply to the extent they cannot be  reasonable used by Purchaser, unless otherwise agreed by the Parties.                                               |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Reimbursement**                                                          |       | 11.8. In case the Purchaser cancels the Contract,  the Seller shall, reimburse the Purchaser all payments made up to that date.  The Seller shall have the right to concurrently dismount and take back the  delivered machinery, equipment and modules at his own cost.                                                                                                                                                                                                             |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Unjustified notice**                                                     |       | 11.9. If the Purchaser gives notice of a defect and  no defect for which the seller is liable, the Seller is entitled to  compensation for the cost occurred as a result of the notice by Purchaser.                                                                                                                                                                                                                                                                                 |
| ** **                                                                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                                 | ** ** | **12. Passing of Risk, Liability, Insurance**                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Incoterms 2000**                                                         |       | 12.1. The risk of damage or of loss of the Seller’s  scope of supply shall pass to Purchaser upon arrival on Site -CIP Leiden-  (INCOTERMS 2000).                                                                                                                                                                                                                                                                                                                               |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Retention of Title**                                                     |       | 12.2. The Seller reserves the title to his supplies  until having received all payments resulting from or in connection with this  Contract.                                                                                                                                                                                                                                                                                                                                         |
| ** **                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Site prerequisites**                                                     |       | 12.3. At the erection on Site the Purchaser shall  provide appropriate storage, including attendance and custody of the  machinery and equipment, as well as personnel and equipment for unloading and  transportation on the Site, free of charge.                                                                                                                                                                                                                                  |

 

13

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| **Erection and All Risk**                      |       | 12.4. The Purchaser shall take out a regular  erection all risk insurance and an adequate general liability insurance  covering damages caused by acts and omissions of his personnel, and he shall  provide the Seller with a copy of the certificate of insurance if so  requested.                                                                                                                                                                                                                                                                                                                                 |
|------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **aCoverage**                                  |       | 12.5. Within the scope and amount of Purchaser’s  coverage under such Insurances he shall be liable for all damages, either  direct damage to property or personal injury, if the damage was caused by the  fault and negligence of himself or his personnel.                                                                                                                                                                                                                                                                                                                                                    |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Insurance by Seller**                        |       | 12.6. The Seller shall provide and maintain a  General Third Party Liability Insurance, whereas the Seller, its  Subcontractors and personnel are considered as Third Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Insurance Claim**                            |       | 12.7. When any incident occurs for which cover is  granted under one of the parties’ insurance policies, the other party shall  notify that party without undue delay, enclosing a description of the  incident giving rise to the insurance claim. When the claim is handled by the  party whose insurance policy covers, the claim, the other party shall provide  him with reasonable assistance, without claiming compensation.                                                                                                                                                                              |
| ** **                                     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                     | ** ** | **13. Defects, Warranty**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Warranty**                                   |       | 13.1. The Seller warrants to the Purchaser that the  machinery, equipment and modules to be supplied pursuant to Appendix 1 of  this Contract shall at the time of passing of risk be free from defects in design,  material and workmanship and subject to the generally acknowledged state of  the art. The Seller further warrants that his documentation material as per  Appendix 2 to this Contract will be free from any error.                                                                                                                                                                                |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Seller’s Obligation to Remedy Defects** |       | 13.2. The Seller shall, in accordance with this  Clause 13, remedy any defects in the Scope of Supply which are due to faulty  design, materials or workmanship. A deviation from a performance undertaking  or guarantee, for which the Purchaser is entitled to liquidated damage sunder  Sub-Clause 6.5 shall not in itself be considered a defect under this Clause  13.                                                                                                                                                                                                                                          |
| ** **                                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                     |       | The Seller’s liability does not cover defects which  are due to errors or omissions in documentation, materials or work which has  been supplied or performed by the Purchaser.

 

The Seller shall be liable for all defects due to  incorrect design. The Seller shall not, however, be liable for defects which  are due to a design which has been requested by the Purchaser after signature  of the Contract, 

 

provided that the Seller disclaims liability by  notice to the Purchaser before manufacture or, where applicable, the  execution of the Scope of Supply on Site has started. |

 

14

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| **Warranty Period**                                                    |       | 13.3. The warranty shall expire twelve (12) months  after the issue of the Certificate of Mechanical Completion according to  Sub-Clause 11.5, irrespective of the number of shifts run, at the latest  twenty six (26) months after Commencement Day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Notice of Defects, Defects for which The Seller  is not Liable for** |       | 13.4. Any defect which Purchaser immediately  notifies to the Seller in writing or by facsimile within the warranty period  shall be remedied by the Seller free of charge to Purchaser. Such immediate  notification of the Purchaser shall include a description as detailed as possible  of the scope, alleged cause and effects of any such defect. Defects will not  be subject to this warranty, if they are due to improper storage, improper  operation and/or maintenance by Purchaser’s personnel, or unsuitable supplies  by Purchaser, e.g. of raw materials. The warranty does not apply to ordinary  wearing parts, as long as these have been subject to regular use, normal for  operation and plant. 

 

A defective part of the Plant which has been  replaced shall be put at Seller’s disposal, free of charge, and become his  property.                                                                                                                         |
| ** **                                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Replacement, Replaced Parts**                                        |       | 13.5. The Seller’s obligations under the above  stipulated warranties shall be limited to replacement of equipment or parts  determined to be defective or to their repair if possible, and to re-performance  of engineering services, as the case may be. Costs for repair, replacement or  re-performance, including transport to the Site shall be at the Seller’s  charge. Import duties or public charges, if any, shall be subject to  Sub-Clause 5.3. Purchaser undertakes to give the Seller its best support in  any repair of the Scope of Supply by making available his own personnel,  material and tools free of charge. A defective part of the Plant which has  been replaced shall be put at the Seller’s disposal, free of charge, and  become his property, if so requested. The Seller shall be entitled to take  from Purchaser’s stock any spare parts he may need for repair, but shall  immediately replace the removed parts free of cost to Purchaser. |
| ** **                                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Purchaser’s Right to correct Defects**                          |       | 13.6. Purchaser shall be entitled to correct the  defect by himself or through third parties and charge the Seller with the  reasonable costs directly related to such corrective actions only in case the  Seller does not commence correction of the defect within reasonable time or  refuses correction in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Limitation of Warranty**                                             |       | 13.7. The foregoing warranty is in lieu of any other  warranties. The Seller makes no warranty for merchantability of the products  or fitness for a particular purpose, whether neither implied nor expressed,  except as set out in this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                                             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                                             | ** ** | **14. Safety Standards**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                             |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Safety Standards**                                                   |       | In addition to the safety standards as referred to  in Sub-Clause 7.4 and other technical standards as referred to in this  Contract, the Seller shall take all reasonable care of the assigned personnel  for site work to comply with all in-house safety standards of Purchaser and  other pertinent safety regulations; the Seller has to be notified by  Purchaser about these safety standards and regulations well in time.  Purchaser may request the Seller to replace personnel engaged by him for the  performance of the Scope of Supply on Site in case of reasonable cause, in  particular in case of failure to comply with safety regulations.                                                                                                                                                                                                                                                                                                                                        |

 

15

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|                                         | ** ** | **15. Termination**                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Purchaser’s Right to Terminate** |       | 15.1. The Purchaser is entitled by notice to the  Seller to terminate the Contract for his convenience                                                                                                                                                                                                                                                                                                                               |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Protocol**                            |       | 15.2. Within seven (7) calendar days after the  notice under Sub-Clause 15.1, the parties shall conclude a protocol stating  the percentage of the Scope of Supply which has been completed. If the  parties are unable to agree each party shall state the percentage he  considers to have been completed. Each party may thereafter by notice to the  other party refer the question to be settled by an independent expert. |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       | If the parties fail to agree on the choice of the  expert, Purchaser or the Seller may request the nomination of such expert by  the International Centre for Expertise of the International Chamber of  Commerce. The parties shall give a copy of such request to each other.                                                                                                                                                      |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Procedure of Expert Opinion**         |       | 15.3. Each party shall, within seven  (7) calendar days after the appointment of the expert, submit to the  Expert the documents he wishes to rely on, with a copy to the other party.  Each party may thereafter, within seven (7) calendar days after it  received the other party’s documents, submit such further documents as he  wishes to rely on.                                                             |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       | In the event that either party challenges the  jurisdiction of the Expert to resolve any issue which is referred to him by  one of the parties, both parties agree that the Expert shall have  jurisdiction to determine the issue of his own jurisdiction.                                                                                                                                                                          |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       | The Expert shall inform the parties in writing of  his decision, with a brief description of the reasons, no later than  twenty-eight (28) calendar days after he received the last documents from the  parties.                                                                                                                                                                                                                     |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       | The Expert shall in his decision determine the  sharing of his fee and costs between the parties. Each party shall bear his  own costs.                                                                                                                                                                                                                                                                                              |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Payment at Termination**              |       | 15.4. Following termination under Sub-Clause  15.1, the Purchaser shall pay to the Seller:                                                                                                                                                                                                                                                                                                                                      |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 | a) the unpaid balance due to the Seller for the  part of the Plant that has already been performed, |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 | b) all costs incurred by the Seller and his  Subcontractors in connection with materials ordered prior to receipt of the  notice of termination , and compensation for the Scope of Supply performed on  such materials prior to the said date, to the extent that such costs are not  covered by payment under Sub-Clause 15.4.a), |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 | c) all termination charges and administration  costs reasonably incurred by the Seller in connection with the termination,  and |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                              |       |                                                                                                                                                                                                                                                                                                                                                                                                                                 | d) the Seller’s and his Subcontractors other  expenses directly attributable to an orderly close-out of the Contract. |

 

16

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| **Termination Fee**                     |   | 15.5. In addition to the amounts referred to in  Sub-Clause 15.4, the Purchaser shall pay a termination fee equal to six  (6) percent (%) of the part of the Contract Price which is not paid at  the date of cancellation. The Purchaser shall only be entitled to deduct from  the termination fee such claims as have been notified to the Seller prior to  the date of termination and have been accepted by the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Seller’s Right for Termination** |   | 15.6. In the event that the Purchaser shall be in  default under this Contract and should fail, neglect or refuse to remedy such  default within hundred and twenty (120) calendar days from the date of  receipt by the Purchaser of the Seller’s written notice of such default, or  if such default is one, which cannot reasonably be remedied within hundred  and twenty (120) calendar days, and if the Purchaser does not within such  period commence the necessary remedial action required and / or continue with  due diligence until necessary remedial action has been taken, and in such  event, the Seller shall have the right to terminate the Contract by giving  written notice to the Seller specifying the reasons for termination, and the  date upon which such termination becomes effective. Upon such date, the  Seller shall immediately discontinue the execution of the Scope of Supply and  shall make every reasonable effort to obtain cancellation of all existing  commitments, and shall thereafter do only such work as the Parties may agree  is necessary to preserve and protect the Scope of Supply already in progress  and to protect the supplies in transit. |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   | Upon termination of the Contract by Seller in  accordance with this Article, the Purchaser shall pay to the Seller:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | a) Such portion  of the Contract Price that correspond to portion of the Scope of Supply  actually carried out by the Seller |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | b) Any costs reasonably and necessarily  incurred by the Seller in connection with the termination of the Contract  (such as cost for protection and / or disposal of the Scope of Supply) which  have not previously been paid by the Purchaser. |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | c) In no event shall the Purchaser be liable to  pay any sum, when added to the other sums paid, due or becoming due to the  Seller under the Contract, that shall exceed ten (10) percent (%) of the  Contract Price, nor shall the Purchaser be liable for any damage other than  direct damages. |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Seller’s Right to Compensation** |   | 15.7. In case of termination in accordance with  Sub-Clause 15.6, the Seller shall be entitled to compensation for the loss he  suffers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   | The compensation shall not exceed the sum of the  Contract Price and any interest for late payment which has accrued at the  date of termination, reduced by the costs which the Seller can save as a  result of the termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

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|                                     | ** ** | **16. Intellectual  Property Rights**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Equipment, Documentation**        |       | 16.1. The Seller warrants that the equipment and  documentation within his scope of supplies and services are free from any  industrial property rights and other property rights of third parties. The  foregoing warranty shall not cover the particular use of the equipment by Purchaser  which may be covered by industrial property rights of third parties for a  specific production process, process features or combination with other  equipment. The copyright to the documentation remains with the author.                                                                                                  |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Computer Software**               |       | 16.2. The Purchaser shall, unless otherwise  specified in the Contract, have the right to use computer software included  in the Plant for the intended operation, and thereby to make the necessary  changes in the software.                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                          |       | Unless otherwise specified in the Contract, the  Seller shall not be obliged to provide the Purchaser with the source code for  the computer software. In respect of computer software to which a third party owns the copyright the  Purchaser’s right of use shall be limited to the extent that may follow from  the Seller’s agreement with that third party. The Seller shall notify the  Purchaser of such limitations**.**                                                                                                                                                                               |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                          |       | The Purchaser shall be entitled to assign his right  to use computer software to anyone who acquires the Plant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Indemnification**                 |       | 16.3. In case  of a claim of any third party  brought against Purchaser, Purchaser shall immediately notify the Seller  thereof. The Seller shall indemnify and hold Purchaser harmless from such  claim provided the claim is finally awarded to the third party. Purchaser and  Seller shall agree on measures to be taken for the defence against such  claim. If possible Seller shall provide for modification or replacement of  infringing Equipment parts by equivalent material to make it non-infringing  or shall settle the dispute on behalf of the Purchaser by payment of a  royalty to the claimant. |
| ** **                          | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** **                          | ** ** | **17.  Confidentiality**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Prohibition of Unauthorized Use** |       | 17.1. Neither party  may, without the other party’s consent, use or disclose to a third party any  technical or commercial information originating from the other party, which  that party has stated to be confidential or which is otherwise of a clearly  confidential nature, unless such information has entered the public domain  through no fault of the receiving party.                                                                                                                                                                                                                                    |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                          |       | The obligation of confidentiality shall not apply,  however, to the extent that such use or disclosure is necessary for the  receiving party in order to perform his obligations under the Contract, or  for operation, maintenance and inspection of the Plant.                                                                                                                                                                                                                                                                                                                                                          |
| ** **                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Preventive Measures**             |       | 17.2. Each  party shall take measures to prevent information referred to in Sub-Clause  17.1 from being disclosed to unauthorised persons or otherwise being  improperly used by employees, consultants, Subcontractor, other contractors  and others who are given access to such information. A party who is in breach  of the confidentiality shall compensate the other party for the damage caused  by such breach.                                                                                                                                                                                             |

 

18

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|                             | ** ** | **18. Force Majeure**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Force Majeure**           |       | 18.1. Force Majeure in terms of this clause shall  mean any occurrences of extraordinary character unforeseen at the time of  Contract conclusion and which were and are unavoidable by any precautionary  measures which can reasonably be expected to be taken in compliance with the  present state of the art. These includes without limitation Act of God, acts  of government, industrial disputes, flood, fire, storm, war, riots, civil  disturbances, strike, lock-out, shortage of material or labour, breakdown of  machinery. |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                  |       | 18.2. Force Majeure shall not relieve the parties  from their obligations under this Contract with the exception specified  below:                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                  |       | If the fulfilment of any of one party’s obligations  is substantially affected or rendered impossible by Force Majeure, this party  (the aggrieved party) shall not be considered to be in default for the time  during which as a result of a Force Majeure the aggrieved party  is prevented or substantially affected to fulfil its obligations and the time  of fulfilment shall be extended accordingly.                                                                                                                         |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                  |       | In case extension of time will exceed six  (6) months, the non-aggrieved party may cancel the Contract for the  non-performed part of supplies and services, either in part or completely, if  the parties cannot achieve agreement on Contract adaptation during a further  period of three (3) months.                                                                                                                                                                                                                         |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Notice**                  |       | 18.3. The party whose obligation to perform is  affected by Force Majeure (the aggrieved party) shall inform the other party  about the occurrence of Force Majeure, the anticipated delay and the end of  Force Majeure within ten (10) calendar days by facsimile which shall  without delay be followed by a written confirmation of the occurrence of  Force Majeure. In case of non-compliance of these obligations, the aggrieved  party will have no means to invoke Force Majeure.                                            |
| ** **                  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                  | ** ** | **19. Limitation of Liability**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Limitation of Liability** |       | 19.1. Notwithstanding any other provision in this  Contract to the contrary, neither Party shall be liable to the other Party by  way of indemnity or otherwise for any indirect or consequential damages  including loss of anticipated profits, irrespective of whether based on  Contract, tort (including negligence) or otherwise, except wilful misconduct  and / or gross negligence.                                                                                                                                               |
| ** **                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                  |       | 19.2. The total limit of liability of the Seller  whether under or in connection with the Contract or in tort including all  liability for payment of damages whether liquidated or at large shall be ten  (10) percent (%) of the Contract Price in aggregate.                                                                                                                                                                                                                                                                       |

 

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|                                   | ** ** | **20. Notices and Language**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Notices and Language**          |       | Whenever under these Contract a party is obliged to  notify or inform the other party, to make a request or give his consent or  approval, such communication shall be by means of a written, printed or  printable communication from a party to the other party which identifies the  sender and reaches the other party by mail, messenger, facsimile or confirmed  electronic mail. Such communication shall also be valid when entered in  minutes from a meeting and signed by both parties.                                                                                                                                                                                                                                                                                                                                                               |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                        |       | English shall be the ruling language of this  Contract even if versions of the Contract are prepared in different  languages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                        | ** ** | **21. Arbitration, Applicable Law**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Amicable Settlement**           |       | 21.1. The parties shall use their good faith efforts  to amicably settle any dispute arising out of or in connection with the  execution and performance of this Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **ICC Arbitration**               |       | 21.2. If no amicable settlement can be reached  between the parties, all disputes out of or in connection with this Contract  shall be finally settled by arbitration according to the Rules of  Conciliation and Arbitration of the International Chamber of Commerce by  three (3) arbitrators appointed according to said Rules. Venue shall be  Amsterdam, The Netherlands. The court of arbitration shall decide upon the  dispute primarily according to the provisions of this Contract and  secondarily according to the Dutch Law.                                                                                                                                                                                                                                                                                                            |
| ** **                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                        | ** ** | **22. Miscellaneous**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **The Agreement**                 |       | 22.1. This Contract, including its Appendices  referred to therein, shall constitute the complete agreement between the  parties. All prior representations, statements, offers and agreements, except  the approved Basic Engineering Package (Appendix 9) shall be null and void.  Any modifications and amendments to this Contract are valid only if made in  writing and signed by both parties. Any notifications to be made to either  party under this Contract must also be made in written form. The Contract  constitutes the entire agreement between the parties. Written or oral  communications and statements from the parties made before or in connection  with entering into the Contract are only part of the Contract if expressly  incorporated therein. This Contract may be amended only by written  instruments signed by both parties. |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Invalid Provisions**            |       | 22.2. In case any individual provisions of this  Contract should be or become invalid, such invalid provisions shall be  replaced by valid ones which come closest to the meaning, intentions and  economic purpose of the invalid Contract provision.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Independent Contractor**        |       | 22.3. In the performance of the Scope of Supply  hereunder, the Seller is acting as and independent Contractor, not an agent  or employee or substitute of the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Seller’s Project Manager** |       | 22.4. In the administration of the Contract, the  Seller is represented by his Project Manager, who may from time to time  delegate its authority in writing in whole or in part to others of the  Seller’s organization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

20

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| **Purchaser’s Project Manager**    |   | 22.5. In the administration of this Contract, the  Purchaser is represented by his Project Manager, who has authority to act for  and on behalf of the Purchaser and who may from time to time delegate his  authority in writing, in whole or in part, to others.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Assignment**                          |   | 22.6. Purchaser’s rights under this Contract shall  not be assigned nor shall any lien be created without the Seller’s previous  written consent. Otherwise any such assignment or lien shall be null and  void.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Guarantees and Warrantees**           |   | 22.7. The Seller makes no guarantees or warranties  and the Parties assume no obligations except those expressly stated herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Headings**                            |   | 22.8. The descriptive headings of Articles and  Sections are inserted solely for convenience of reference and are not  intended as complete or accurate descriptions of the content of such Clauses  or Sub-clauses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Approval, Consent**                   |   | 22.9. Whenever a provision of this Contract requires  an approval or consent by a Party to this Contract and notification of such  approval or consent is not delivered within the applicable time limit, then,  unless otherwise specified, the Party whose approval or consent is required  shall be conclusively deemed to have withheld its approval or consent. The  Purchaser shall review and approve submitted documents prepared by Seller  within five (5) calendar days after receipt of those documents. In case  changes are necessary, Seller will incorporate and prepare revised documents  which will be submitted to Purchaser’s final approval. Only one (1) revision  cycle per document approved by purchaser is included; all further revisions  are subject to Variation of the Scope of Supply, as specified with Clause 8. |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Conflict Contract — Appendices** |   | 22.10. In the event of any conflict between this  Contract and any Appendix, this Contract shall prevail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Waiver**                              |   | 22.11. Waiver of any breach or failure to exercise  any right hereunder, or failure to enforce any of the terms and conditions of  the Contract shall not in any way affect, prejudice, limit or waive the right  of the Parties hereto hereafter to require strict compliance with every term  and condition thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Commencement Date**                   |   | 22.12. This Contract shall come into force on the  date, on which the last of the following event occurs :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                              |   | - if the Contract including all Appendices to this  Contract are signed by both parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **                              |   | - if the down payment according to Clause 9 has been  paid in full and credited to Seller’s account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                              |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **Priority of Contract Documents**      |   | 22.13. If the Contract contains conflicting provisions,  the provisions in this Contract shall have priority over provisions in the  Appendices and the Appendices shall have priority over the offer made by  Seller. The approved basic design has priority over the offer made by Seller  and over the tender of Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

21

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IN WITNESS WHEREOF, theduly authorised representatives of the parties have executed this Agreement on this August 27, 2005.

 
| **Crucell HOLLAND B.V.**   | ** ** | **Pharmaplan International GmbH** |
|----------------------------|------------|-----------------------------------|
|                       |       |                              |
| /s/ Ronald Brus            |       |                              | /s/ Klaus Lesker |   |
|                       |       |                              |
| Name: Dr. Ronald Brus |       | Name: Dr. Klaus Lesker       |
|                       |       |                              |
| Position: CEO              |       | Position: CEO                     |
|                            |            |                                   |  |  |

 
| /s/ Leonard Kruimer   |   |                       | /s/: I.V. Volker Kenschke |   |
|-----------------------|--------|----------------------------|---------------------------|--------|
|                  |   |                       |
| Name: Leonard Kruimer |   | Name: I.V. Volker Kenschke |
|                  |   |                       |
| Position: CFO         |   | Position: Project Manager  |

 
| /s/ Aron F. Gaiser        |   |                     | /s/ I.A. Thomas Meyer |   |
|---------------------------|--------|--------------------------|-----------------------|--------|
|                      |   |                     |
| Name: Aron F. Gaiser      |   | Name: I.A. Thomas Meyer  |
|                      |   |                     |
| Position: Project Manager |   | Position: Sales Engineer |

 

22

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|                | ** ** | **23. Appendices**                                                                                                  |
|----------------|------------|---------------------------------------------------------------------------------------------------------------------|
| ** **     |       |                                                                                                                |
| **Appendix 1** |       | Scope of Supply                                                                                                     |
| ** **     |       |                                                                                                                |
| **Appendix 2** |       | List of deliverable Documents                                                                                       |
| ** **     |       |                                                                                                                |
| **Appendix 3** |       | Schedule of Work                                                                                                    |
| ** **     |       |                                                                                                                |
| **Appendix 4** |       | Technical Standards and Local Regulations                                                                           |
| ** **     |       |                                                                                                                |
| **Appendix 5** |       | Training                                                                                                            |
| ** **     |       |                                                                                                                |
| **Appendix 6** |       | Exclusions                                                                                                          |
| ** **     |       |                                                                                                                |
| **Appendix 7** |       | List of URS’s for Main Equipment                                                                               |
| ** **     |       |                                                                                                                |
| **Appendix 8** |       | Organization Chart and CV’s                                                                                    |
| ** **     |       |                                                                                                                |
| **Appendix 9** |       | Basic Engineering Package according to “Table of  Contents for Basic Engineering” submitted to Purchaser. |

 

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