exv4w13



 



Exhibit 4.13



FIRST AMENDMENT TO SUBLEASE



     THIS FIRST AMENDMENT TO SUBLEASE (the “Amendment”), dated as of April 16,
2003 between BAXTER CAPITAL CORPORATION, a Delaware corporation (“Sublessor”),
and ACAMBIS, INC., a Delaware corporation (“Sublessee”).


     WHEREAS, Sublessor and Sublessee have previously entered into that certain
Sublease dated as of December 21, 2001 which, together with all exhibits and
schedules thereto and further amendments and modifications thereof, if any, is
hereinafter referred to as the “Sublease” (capitalized terms used and not
otherwise defined herein having the meanings given therein); and


     WHEREAS, the Sublessor and Sublessee desire to amend the Sublease to
revise the Base Rate set forth therein; and


     WHEREAS, Sublessor is willing to amend the Sublease on the terms and
conditions set forth in this Amendment; and


     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed by each party hereto as follows:


     Section 1.
Amendment of the Sublease. It is hereby agreed and understood
that, as of the Effective Date the Sublease is hereby amended as follows:



	 	1.1	 	Amendment to Section 1.1. Definitions. The definition of
“Base Rate” set forth in Section 1.1 Definitions shall be amended
and restated in its entirety to read as follows:




		
	 	“Base Rate” means six and one-quarter percent (6.25%) per
annum.




	 	1.2	 	Amendment to Section 3.6 Maximum Rate of Interest. The
first sentence of Section 3.6 shall be deleted in its entirety.



     Section 2. Effective Date. The effective date of this Amendment shall be
January 1, 2003.


     Section 3. Miscellaneous.


     A.     Each of the Sublessor and Sublessee represents and warrants to the
other, respectively, that the representations and warranties of the (i)
Sublessor set forth in Section 26.12 of the Sublease, and (ii) Sublessee set
forth, and as qualified, in Article XXIV of the Sublease, are true and correct
in all material respects on and as of the date of this Amendment with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date. The
Sublessee further represents and warrants that to “the Sublessee’s knowledge”,
as such phrase is defined in Section 24.5 of the Sublease, no Sublease Event of
Default has occurred and is continuing.


     B.     Except as expressly amended and modified by this Amendment, the
Sublease is and shall continue to be in full force and effect in accordance
with the terms thereof, and









 




 shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns.


     C.     This Amendment may be executed by the parties hereto in counterparts,
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.


     D.     This Amendment shall be construed in accordance with and governed by
the internal laws, and not the laws of conflict, of the Commonwealth of
Massachusetts.


     E.     The headings contained in this Amendment are for ease of reference only
and shall not be considered in construing this Amendment.


[SIGNATURE PAGE TO FOLLOW]



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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Sublease be duly executed as of the day and year first above written.



	 	ACAMBIS, INC.




	 	By:_______________________________

Name:_____________________________

Title:______________________________




	 	BAXTER CAPITAL CORPORATION




	 	By:_______________________________

Name:_____________________________

Title:______________________________



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ACKNOWLEDGMENT, AGREEMENT AND CONSENT

OF GUARANTOR



The undersigned Guarantor, for good and valuable consideration, receipt of
which is hereby acknowledged: (a) hereby acknowledges receipt of a copy of the
foregoing First Amendment to Sublease dated as even date herewith (the “First
Amendment”), acknowledges that such Guarantor has read and reviewed the terms
thereof, and acknowledges that such Guarantor has been afforded an adequate
opportunity to have the Amendment reviewed by such Guarantor’s counsel; (b)
hereby consents to the terms and conditions of the Amendment; and (c) hereby
acknowledges and agrees that such Guarantor’s duties, obligations and
liabilities to the Sublessor, in connection with the Sublease as amended by the
First Amendment, under the Guaranty shall be continuing and shall remain in
full force and effect against such Guarantor. Guarantor further represents
that the representations and warranties of the Guarantor set forth in the
Sublease are true and correct in all material respects on and as of the date of
this Amendment with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date.


IN WITNESS WHEREOF, Guarantor has duly executed this Acknowledgement, Agreement
and Consent of Guarantor this 16th day of April, 2003.



	 	ACAMBIS, PLC




	 	By:_______________________________

Name:_____________________________

Title:______________________________