Exhibit 10.25


 


Confidential materials
omitted and filed separately with the Securities and Exchange Commission.
Asterisks denote omissions.


 


Rider # 3 to the January 5, 1998 Agreement


 


ENTERED
INTO BETWEEN


 


L’Assistance Publique Hôpitaux de Paris, public entity having its
registered head office 3, avenue Victoria, 75004 Paris RP, represented for the
present rider by Dèpartement de la Recherche Clinique et du Dèveloppement, Christophe Misse,
Directeur hereinafter referred to as “AP-HP”,


 


On the one hand,


 


AND


 


BiosSphère Medical S.A., company incorporated under n° B 418.584.033,
having its registered
head office 383 Rue de la Belle Etoile, 95700 Roissy-en-France, represented for the present rider by Richard J.
FALESCHINI, as Président Directeur Général, hereinafter referred to as “BioSphère”,


 


On the other hand,


 


AP-HP and BioSphère will be jointly referred to as the
“Parties” or, separately, “Party”.


 


PREAMBLE
:


 


	
  (i)

  	
  Pursuant to an agreement entered into on
  January 5, 1998 (the “Agreement”)
  amended by two riders dated February 10 and June 20, 2000, AP-HP
  and Biosepra, today Biosphère, have defined the conditions of the
  co-ownership of (i) a French patent filed on May 29, 1991 under n°
  91.06441 and (ii) its extensions worldwide (the “Patents”)
  and the rights and obligations of the Parties with respect to the commercial
  use of the Patents.

  
	
   

  	
   

  
	
  (ii)

  	
  The Agreement
  provides that BioSphère has the exclusive right to use the Patents during a
  10 year time period following the date when BioSphère was entitled to use the
  Patents. The Parties wish to renew this exclusive right for the whole
  duration of the Patents and of the products and specialties implementing the
  Patents as defined in the Agreement (the “Products
  and Specialties”).

  
	
   

  	
   

  
	
  (iii)

  	
  Under these
  circumstances, the Parties agreed to enter into this rider # 3 (the “Rider”).

  



 

















 


THIS BEING SAID, THE PARTIES AGREE AS FOLLOWS :


 


ARTICLE 1


 


Article 5 of
the Agreement is amended as follows:


 


“The Parties
agree that BioSphère is granted the rights relating to the Patents in view of
the exclusive use of the Products and Specialties of the Agreement worldwide,
for the whole duration of the Patents and of the Products and Specialties, and
for their use in the Domain of the Agreement.”


 


ARTICLE 2


 


A paragraph (e) is
added to Article 8.1 of the Agreement. It reads as follows :


 


“After the
expiration of the Patents, the rate of the royalties set forth in Articles 8.1(a) and
8.1(d) will amount to [**]%. The other provisions of these articles remain unchaged.”


 


ARTICLE 3


 


The other articles of the Agreement and the two riders
dated February 10 and June 20, 2000 remain unchanged.


 


In                                     ,


 


On                                    ,


 


In three (3) counterparts,


 


 


	
  AP-HP

  	
   

  	
  BioSphère

  
	
   

  	
   

  	
  Richard J.
  Faleschini,

  
	
  Dèpartement de la Recherche Clinique et du Dèveloppement

  	
   

  	
  Président
  Directeur Général

  
	
   

  	
   

  	
   

  
	
  /s/ Christophe Misse

  	
   

  	
  /s/ Richard J. Faleschini

  
	
  Christophe Misse

  	
   

  	
   

  
	
  Directeur

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Visa of the financial
  controller

  	
   

  	
   

  
	
  Mr. Jean
  PARMENTIER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Par delegation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Norbert Tournegros

  	
   

  	
   

  
	
  Norbert Tournegros

  	
   

  	
   

  
	
  Chargè de mission

  	
   

  	
   

  



 


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