LEASE CONTRACT FOR BUSINESS ROOMS Contract No.: 68
Copy for Landlord/Tenant
The lease parties are referred to as Landlord and Tenant even if they are
composed of several, maybe legal persons. All persons mentioned in the contract
- in case of firms their legal representatives - must sign the Contract in their
own hands. Inapplicable parts of the Lease Contract must be deleted, empty
spaces must be filled in or deleted. If necessary, annex additional sheets and
sign them.
The
RESEARCH AND DEVELOPMENT CENTRE, FEZ WITTEN GMBH, ALFRED-HERRHAUSEN-STR. 44,
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58455 WITTEN
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(Landlord)
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and
SANGUIBIOTECH AG WITTEN, ALFRED-HERRHAUSEN-STR. 44, 58455 WITTEN
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(Tenant)
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conclude the following Lease Contract:
1 LEASED PROPERTY, PURPOSE OF LEASE, BEGIN OF LEASE
1. From 01 JANUARY 2000 on, the following rooms on the property
Alfred-Herrhausen-Str. 44, 58455 Witten are let:
ON THE GROUND FLOOR, THE ROOMS NUMBERED E51, E52, E54 TO E66 WITH A MAIN
FLOOR SPACE OF 287.63 SQ.M. AS
WELL AS A SHARE OF ANCILLARY FLOOR SPACE AND CIRCULATION AREA OF 71.91
SQ.M. THAT RESULTS IN AN OVERALL LEASED
AREA OF 359.54 SQ.M.
The underlying leased area comprises the areas enclosed by the enclosing walls
of the leased room, minus supports, if any, without deduction of inside walls.
Ancillary floor space and circulation areas are added to the leased area as a
sq.m. share of 25 % of the leased rooms. The annexed site plan of the main
leased rooms is a part of this Contract.
A deviation of the agreed leased area from the actual conditions in the leased
property not exceeding a range of tolerance of 3 % shall not create a right of
Landlord or Tenant to claim a change of the rent.
For the operation of
OFFICE AND LABORATORY AREAS.
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In addition, there are let:
UNDERGROUND PARKING SPACES NUMBERED AS FOLLOWS: NONE
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2. The Tenant is entitled to co-use the following parts of the building,
installations and technical systems.
LIFT, ENTRANCE HALL, STAIRCASE AREA AS WELL AS KITCHEN AND TOILET INSTALLATIONS
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ON THE RESPECTIVE FLOOR AND IN THE RESPECTIVE PART OF THE BUILDING
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3. For the term of lease, the following keys are handed over to the Tenant.
three key per office room.
Upon termination of the lease relationship, all keys must be returned to
the Landlord.
4. The Landlord grants the use of the leased property in its condition upon
handing over. The Tenant releases the Landlord from no-fault liability for
initial material defects ( 538 of the BGB - German Civil Code)
5. The Landlord makes the following furniture and fittings available to the
Tenant: NONE
6. The Landlord grants the use of the leased rooms in the condition as
inspected by the Tenant. Unless otherwise provided in the inspection report, the
Tenant recognizes the condition of the leased rooms as in line with the
contract.
7. Obligations imposed by competent authorities are to be met by the Tenant
at its own costs; the rooms may only be used for the purpose permissible
according to the respective government regulations.
8. This Lease Contract is concluded under the condition subsequent that the
security for rent must have been paid before the leased property is handed over
to the Tenant.
<PAGE>
2 UTILISATION OF THE LEASED ROOMS, ENVIRONMENTAL PROTECTION, SUBLETTING
1. The Tenant may use the leased rooms only for the business purposes
specified in 1. Any changes of the purpose of use are subject to the
Landlord's approval.
2. If the Tenant stores on the property or uses within the framework of its
business activities any substances harmful to water, the Tenant must,
irrespectively of an existing company liability insurance, effect a special
insurance with regard to the storage or utilization of substances harmful to
water and, upon request, submit it to the Landlord. The same applies
respectively to all other kinds of immission. Claims for damages for soil
contamination caused by the Tenant shall become due as soon as such
contamination is detected by an examination of the soil. The Tenant shall be
given the opportunity to attend the examination of the soil.
3. The Tenant is responsible for insuring the furniture and fittings of the
leased rooms and any goods stored in them against fire, water and burglary. If
the furniture and fittings brought in by the Tenant or its stocks of goods
should cause any damage to the leased rooms, the Tenant shall be liable for such
damage. The Landlord shall effect a suitable insurance against risks, such as
fire, tap water, sewage or improper release of water from the sprinkler system.
4. With regard to the insurance effected by the Landlord, in particular fire
insurance, the Tenant must not increase the risk or permit such increase of risk
by a third party without written approval of the Landlord. The higher insurance
premium costs in connection with an increase of risk shall be borne by the
Tenant.
5. In addition to that, the Tenant must comply with any obligations imposed
in connection with the increase of risk or bear the costs of the fulfilment of
such obligations
6. Any subletting to or other permission of use by a third party is subject
to the Landlord's approval.
7. In case of an unauthorized subletting, the Landlord can require the
Tenant to terminate the subletting relationship as soon as possible, but not
later than within one month. If the Tenant fails to comply with that request,
the Landlord can terminate the main lease relationship without notice. That
right can only be asserted by the Landlord within one month after getting
knowledge of the unauthorized subletting.
8. The Landlord is entitled to make its approval of a subletting conditional
upon the agreement on a subletting surcharge.
9. In case of a subletting or other permission of use, the Tenant shall be
liable for any acts or omissions of the subtenant or the person permitted to use
the leased rooms, as if it were its own fault.
10. For the case of subletting, the Tenant already now assigns to the
Landlord, for security purposes, all claims due from the subtenant, including
any right of lien, up to the amount of the Landlord's claims.
3 MAXIMUM FLOOR LOAD
The Tenant must not exceed the maximum floor load permissible under building
law, i.e. 500 KG PER SQ.M.
4 ELECTRICITY, GAS, WATER
1. The existing electricity, gas and water networks shall only be used by
the Tenant to such an extent that no overload will occur. An additional need can
be satisfied by the Tenant by extending the supply lines at its own expense,
subject to the prior consent of the Landlord.
2. Water shall only be drawn from the water line for the usual purposes
(drinking water, sanitary purposes). In case of water consumption for business
purposes, the Tenant must install, at its own expense, an intermediate water
meter and bear the water supply and sewage costs as indicated by the Landlord,
unless the Tenant purchases water directly from the waterworks.
3. In case of any failure or defects in the supply lines, the Tenant must
ensure their immediate disconnection and shall be obliged to immediately inform
the Landlord or its agent.
4. Any changes in the energy supply, in particular a change of the voltage,
does not entitle the Tenant to assert any claims for compensation against the
Landlord.
5. If the electricity, gas or water supply or the sewerage are interrupted
by a condition that the Tenant is not responsible for or in case of inundation
or other disasters, the Tenant shall have no right to claim rent reduction and
compensation against the Landlord.
<PAGE>
5 REPAIR WORK AND STRUCTURAL ALTERATIONS BY THE LANDLORD
1. The Landlord is entitled, even without the Tenant's consent, to perform
repair work and structural alterations that become necessary for the maintenance
of the building or of the leased rooms, for averting imminent dangers or for the
repair of damage. The same shall apply to any work that is not necessary, but
appropriate, such as a modernization of building and leased rooms. The Tenant
shall keep the affected rooms accessible and must not hinder or delay the work.
2. The Landlord can convert the central heating or hot water supply to other
fuel types or have them connected to the distant heating system and install heat
counters, heating cost distributors, hot water meters, hot water cost
distributors and thermostats.
6 STRUCTURAL ALTERATIONS BY THE TENANT
1. Any structural alterations by the Tenant, in particular conversions and
installations, including the grating of windows and the installation or
modification of fireplaces, may only be performed with the consent of the
Landlord. If the Landlord gives such consent, the Tenant shall be responsible
for obtaining the required building permit and bear all costs of such
alteration.
2. Upon termination of the lease relationship, the Landlord shall take over
all structural changes made by the Tenant without any compensation for the
Tenant.
7 UTILIZATION OF THE LIFTS
To the extent as the Tenant is entitled to use or co-use lift systems, it has no
right to uninterrupted operation in case of failure of the system. The Tenant
undertakes to observe all items of the lift regulations. There is no operator
provided for the lifts. Any failure must be immediately reported to the Landlord
or its agent. Any damage caused by the use of the lifts shall only be made good
by the Tenant if it has caused such damage intentionally or by gross negligence.
8 CHANGE OF THE LEGAL FORM, SALE OF THE BUSINESS
1. In case of a change of the legal form of the Tenant's business, of any
changes in the Commercial Register, in the registration of the trade or in any
other conditions relevant to the lease relationship, the Tenant must immediately
inform the Landlord of such changes.
2. In case of a sale of the Tenant's business in part or as a whole, a prior
agreement with the Landlord shall be required with regard to the assignment of
this Contract to the legal successor. There is no right to an assignment of this
Contract.
9 LANDLORD'S ACCESS TO THE LEASED ROOMS
1. The Landlord and/or its agent can enter the leased rooms during the
business hours for an inspection of their state or for other good cause. In case
of danger, access is permitted at any time, day or night.
2. If the Landlord intents to sell the property, the Landlord and/or its
agent can enter the leased rooms together with the potential buyer during the
office hours. If the lease relationship is terminated, the Landlord and/or its
agent can enter the leased rooms together with the potential tenant during the
office hours.
3. The Tenant must see to it that the rooms can be entered during its
absence. During a prolonged absence (e.g. company holiday), it must deposit the
keys at an easily accessible place and inform the Landlord respectively.
<PAGE>
10 RENT AND ANCILLARY COSTS
1. The BASIC NET RENT for the leased rooms according to 1 No. 1, exclusive
--
of ancillary costs
(operating and heating costs) is
DM 17.25 x 359.54 sq.m. presently per month DM 6,202.02
1.1 In addition to the rent, there shall be paid an advance on operating and
heating costs
according to 13, determined on the basis of the Landlords last accounting
DM 5.50 x 359.54 sq.m. presently per month DM 1,977.46
1.3 Rent for underground parking spaces DM 50.00 x 0 pcs.
presently per month DM 0.00
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1.4 TOTAL AMOUNT PRESENTLY PER MONTH DM 8,179.48
1.5 plus VAT 16 % presently per month DM 1,308.72
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1.6 TOTAL AMOUNT PRESENTLY PER MONTH DM 9.488.19
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2. The operating costs are the costs set out in 13 of this Contract. The
Tenant shall bear the operating costs according to 13 on a pro-rata basis for
the overall space let to the Tenant (cf. 1 No. 1) in proportion to the overall
lettable area of the FEZ (5,587.35 sq.m.). The ancillary costs for waste
disposal, WC cleaning and hygiene expenses shall be borne by the Tenant on a
pro-rata basis for the overall space let to the Tenant in proportion to the
actually let area of the FEZ. For further details on operating costs, see 13
below.
3. As far as operating costs increase, decrease, are newly incurred or cease
to be incurred, this shall be taken into account in the pro-rata calculation of
the cost allocation. Accordingly, the Landlord shall be entitled to revise the
advance on operating costs when the advance does not cover the operating costs
incurred anymore. The Tenant, on its part, can demand a reduction of the advance
when it turns out to bee too high.
4. Upon request of the Landlord, the Tenant of the rooms used for business
or independent freelance purposes shall pay, in addition to the rent, value
added tax at the respectively applicable rate if the Landlord has opted for the
duty to pay VAT according to 9 of the USTG (turnover tax law). The parties
know the regulations of the turnover tax law. In such case, the Landlord is
obliged to issue the required input tax receipts to the Tenant.
5. The interior decorative repairs shall be paid by THE TENANT.
The party obliged must have the interior decorative repairs performed in a
regular and professional manner.
6. Minor maintenance and repair of all of the installations inside its
leased rooms up to a value of DM 300.00 plus VAT per individual case shall be
paid by THE TENANT, however only up to the amount of one monthly rent.
The party obliged must have the work performed in a professional manner.
(see also 14 Subsec. 6).
11 TERM OF LEASE, OPTION, TERMINATION
The lease relationship starts on 01 JANUARY 2000
It is for a DEFINITE PERIOD and ends on 31 MARCH 2003
The Tenant has a NON-RECURRING OPTION RIGHT to continue the lease
relationship for another term of 5 years.
That right must be asserted not later than 6 months before the expiration
of the Contract.
2. A termination, objection as well the exercise of the option right must be
made in WRITING and must be received by the respective other party not later
than on the last working day before the begin of the notice period.
3. During the termination period, the Tenant must permit the fixing of
"rooms to let" posters on the windows and other suitable places.
4. The Landlord can terminate the Lease Contract for good cause with
immediate effect without observing a notice period if the Tenant fails to
perform its contractual obligations (e.g. payment in arrears of at least two
monthly rents, substantial arrears of operating costs and/or heating costs and
substantial nuisance to the Landlord and other tenants despite written warning,
utilization in breach of the contract, unauthorized letting to a third party,
etc.)
5. In case of a termination by the Landlord without observing a notice
period, the Tenant shall be liable for any losses of rent, ancillary charges and
other services.
6. The Contract shall not be annulled by the death of the Tenant. Both
parties waive the right of early termination under 569 of the BGB.
7. Upon expiration of the term of lease, 568 of the BGB shall not be
applicable to the parties.
<PAGE>
12 CENTRAL HEATING AND HOT WATER SUPPLY
1. The Landlord is obliged to operate the central heating as far as required
by the outside temperatures, however at least during the period from 1 October
to 30 April. On Saturdays, Sundays and public holidays the Tenant does not have
a right to a provision of central heating.
2. The Tenant is obliged to pay pro-rata operating and maintenance costs. A
partial or complete discontinuation of the heating caused by a local fuel
shortage does not entitle the Tenant to claim any reduction or damages. The same
shall apply to any kind of necessary interruptions of the supply.
3. The costs of the central heating shall be allocated by the Landlord
within the bounds of the legal regulations as to accounting criteria, e.g.
according to usable floor space or enclosed space. If there exist heat counters
or heating cost distributors, a part of the costs of not less than 50 % and not
more than 70 % shall be allocated on the basis of the consumption (according to
the Regulation on Heating Cost Accounting of 23 February 1981, BGBl. I p. 261).
Monthly advance shall be paid on the allocated amount for the heating costs, the
amount of such advance being adequately determined by the Landlord and accounted
for after the end of the heating period. Upon the existence of appropriate
reasons, the Landlord shall be entitled to change the allocation criteria for
future accounting periods.
4. If instantaneous water heaters or boilers for the preparation of hot
water are installed in the leased rooms, the Tenant shall bear all operating,
maintenance and cleaning costs, in accordance with Appendix 3 of 27 of the
Second Calculation Regulation. Maintenance and cleaning shall be done annually.
13 ACCOUNTING OF OPERATING AND ANCILLARY COSTS
1. Operating costs comprise the following costs for which a monthly advance
shall be paid:
The current public charges, in particular all property charges, such as property
tax, street cleaning
Refuse collection
Costs of central heating and its maintenance
Electricity supply and maintenance of the electric systems
Sewerage, including the costs of the operation and maintenance of drainage pumps
Monitoring, operation and maintenance of the lift systems
House cleaning and vermin control, general house cleaning
Intruder alarm system and its maintenance
Hygiene costs (WC, materials, disposal and ventilation)
Gardening as well as maintenance of the outside installations, including the
replacement of plants and trees
Lighting costs
Chimney cleaning
Costs of water supply, in particular costs of water consumption, basic charges
and the meter rent, current costs of the use of intermediate meters (incl.
gauging fees), costs of operation and maintenance of the house water supply
system.
Building, property and liability insurance
Caretaker and house inspection
Building and glass cleaning
Winter service
Guarding of the building
Maintenance of doors and windows
Fire protection and maintenance, inc. fire extinguishers
Further operating and maintenance costs of all above and non mentioned technical
installations of the building, in particular parking installations, entrance
doors, barrier systems, ventilation and air-conditioning systems, emergency
power units and illumination, bell and intercom systems, smoke control systems,
sprinkler systems, fire alarm systems as well as any other security systems and
hot-water supply systems.
2. The advance on operating and ancillary expenses (see 10) shall be
accounted for annually. The Tenant is entitled to inspect the books within an
appropriate period after the receipt of the account. - In case of a move of the
Tenant during the accounting period, the allocation shall be made upon the next
regular accounting for the remaining time of lease compared with the accounting
period.
14 MAINTENANCE OF THE ROOMS
1. Any damage on or inside the building and in the leased rooms must be
immediately reported to the Landlord or its agent. The Tenant shall be liable
for further damage caused by delayed notification.
2. The Tenant shall be liable to the Landlord for any damage caused by
culpable failure to exercise the proper care incumbent on the Tenant, in
particular if supply and sewerage lines, toilets, heating installations, etc.
are improperly treated, the rooms are not sufficiently ventilated, heated or
protected against frost. Line clogging up to the main pipe shall be removed by
the Tenant at its expense in any case.
<PAGE>
3. In the same manner, the Tenant shall be liable for any damage culpably
caused by its members, employees, subtenants, visitors, suppliers and craftsmen.
4. Any damaged panes of glass and mirrors shall be replaced by the Tenant at
its expense in any case. The Landlord assigns claims against culpable third
parties, if any, to the Tenant. The Landlord shall not be obliged, but entitled
to insure all panes of glass and mirrors. The costs of such insurance, including
subsequent insurance, shall be borne by the Tenant.
5. Any germination of the leased property must be removed by the Tenant at
its expense. The same applies to any free spaces leased or used.
6. Minor maintenance/repairs shall be carried out by the party obliged ( 10
Subsec. 8) at its expense, unless the damage was caused by the respectively
other party. Minor maintenance/repairs include the repair of minor damage as
well as the maintenance of lines and installations for water, electricity, gas
and heating, of sanitary facilities, locks of windows, doors, shutters, blinds,
awnings and similar installations.
7. The Tenant must immediately fix any damage that its is responsible for.
If the Tenant fails to comply with that obligation even within an appropriate
period after receiving a respective notice, the Landlord can have the necessary
work performed at the Tenant's expense. In case of imminent danger or unknown
whereabouts of the Tenant, a written notice and the granting of a period shall
not be required.
8. The tenant expressly indemnifies the Landlord against any liability with
regard to the leased property, unless such liability is culpably caused by the
Landlord.
15 END OF THE TERM OF LEASE
At the end of the term of lease, the Tenant must hand the leased rooms over to
the Landlord in a completely cleared, clean and freshly renovated condition. The
walls shall be painted uniformly in the colour type Taiga 18. All keys,
including any additionally purchased keys, must be handed over to the Landlord
without claim for compensation. Otherwise, the Landlord shall be entitled to
have the leased rooms opened, cleaned and painted and have new locks and keys
made at the Tenant's expense.
16 OTHER STIPULATIONS
1. Landlord and/or Tenant shall be jointly and severally liable as far as
they are formed by several persons. A notice of the Landlord shall be regarded
as effective when it is given to one of the Tenants.
2. Should any provision of this Contract be or become legally invalid in
part or as a whole, this shall not affect the validity of the remaining parts of
the contract. The contracting parties undertake to newly agree upon any invalid
provisions in a legally perfect form upon the request of the other party.
3. Any alterations of or additions to this Contract must be made in writing.
4. The place of performance and of jurisdiction is Witten.
17 PAYMENT OF RENT AND ANCILLARY COSTS
Rent and ancillary costs shall be paid monthly in advance, not later than by the
3rd working day of the respective month, free of charge, to the Landlord or to
the person or body authorized by the Landlord to receive it.
RENT AND ANCILLARY COSTS SHALL BE PAID INTO THE ACCOUNT NO. 49163
AT STADTSPARKASSE WITTEN (BANK CODE NO. 452 500 35)
The timeliness of the payment does not depend on the date of transmission, but
on the date of receipt of the money.
In case of late payment, the Landlord shall be entitled to charge dunning costs
to an amount of DM 50.00 per dunning notice, notwithstanding any default
interest.
<PAGE>
18 LANDLORD'S LIEN - PROVISION OF SECURITY
1. The Tenant declares that the items brought in upon moving into the rooms
are its free property and that they are not seized or pledged,
with the exception of the following items: NONE
2. The Tenant is obliged to immediately inform the Landlord about an
attachment of items brought in, indicating the bailiff and the attaching
creditor.
3. Provision of security
The Tenant HAS ALREADY provided the Landlord with the a security for the
performance of its obligations
and/or for the payment of claims for damages to the amount of 2 monthly net
rent payments
4. From the date of receipt of the security on, the Landlord shall pay
interest on it at the usual rate for saving deposits with three months' period
of notice. - The interest shall increase the security. The security shall be
paid before the leased rooms are handed over. - The security can be replaced by
a bank guarantee at any time.
5. The guarantee, together with the interest, shall be paid back to the
Tenant upon termination of the lease relationship, provided it is certain that
there are no claims against the Tenant.
6. The rent shall remain unchanged until 31 March 2003.
19 ADVERTISING MEASURES / OUTDOOR ADVERTISING
The Tenant is entitled to fix advertising signs to the following areas: as
agreed
In case there exist or are installed collective sign carriers, the Tenant
shall be obliged to use such systems and assume pro-rata costs. (see also
the House Rules).
20 PROTECTION AGAINST COMPETITION
PROTECTION OF THE TENANT AGAINST COMPETITION IS EXCLUDED.
21 FURTHER PROVISIONS
1. In performing its business activities, the Tenant must observe all
applicable regulations with regard to environmental protection.
2. The agreements included in this Lease Contract, in particular the House
Rules, are essential parts of this Contract.
3. Every Tenant is jointly and severally liable for all obligations under
this Lease Contract.
4. The additional agreements of 09 April 1998 and 10 November 1998 to the
Lease Contract remain in force.
Witten, 13 April 2000 Witten, 06 June 2000
/signature/ /signature/
RESEARCH AND DEVELOPMENT CENTRE
FEZ WITTEN GMBH SANGUIBIOTECH AG
(Landlord) (Tenant)
I HEREBY CERTIFY THAT THIS IS A TRUE AND
COMPLETE TRANSLATION OF THE PRESENTED
GERMAN DOCUMENT. THIS TRANSLATION
COMPRISES 1 PAGES (including this page).
Berlin, 27 July 2000
Jochen Wendt
Graduate Interpreter/Translator for German, English, Portuguese
Generally Sworn Interpreter for the Courts and Notaries of Berlin
