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Exhibit 10.12
CERTIFIED TRANSLATION
TRANSLATION FROM THE GERMAN LANGUAGE
*TRANSLATOR'S NOTES*
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LEASE AGREEMENT FOR COMMERCIAL PREMISES
MADE BETWEEN
MR. HEINZ DEHNERT,
GRUNSTRASSE 1, 79232 MARCH-HUGSTETTEN
- LESSOR -
AND
THE COMPANY OF HARVARD APPARATUS GMBH
C/O ATTORNEYS AT LAW MEINECKE, SEIBT, KAISER
KAISER-JOSEPH-STRASSE 271, 79098 FREIBURG
- LESSEE -
Section 1
CONTRACTING PARTIES, OBJECT OF THE LEASE, PURPOSE
OF THE AGREEMENT
Lessor shall let out to Lessee a partial surface of the real-estate registered
in the Land Register of March-Hugstetten, Page 121, lot No. 1341 and 1344,
Grunstrasse 1, 79232 March-Hugstetten, including buildings erected upon for
the operation of a company for production and distribution of scientific
devices. Any substantial change of use requires the prior written approval of
Lessor. The leased premises and free spaces are marked with red ink on the
enclosed layout. This layout shall be part of the Lease Agreement.
Section 2
RENT AND INCIDENTALS
The monthly rent shall be 8,000.00 DM plus the respectively applicable statutory
value-added tax. In addition, Lessee shall bear the following costs:
Running public burdens imposed on the real-estate, cost of electricity
and water supply as well as drainage, cost of heating and warm water, cost of
tree and sidewalk cleaning, waste removal costs, house cleaning costs, cost of
garden maintenance including the cutting of hedges, general illumination,
chimney sweeping, costs of fire, property, and public-liability insurance as
well as a other operational costs, such as costs for piping and gutter cleaning,
maintenance of fire-extinguishing devices and lightning conductors, waste
disposal and so on.
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The above incidentals are to be paid by Lessee to the possible extent
directly to the respective service or utility companies. The incidentals
remaining thereafter shall be invoiced separately in proportion to their
occurrence and shall be paid by Lessee to the Lessor immediately.
Section 3
PAYMENT MODE
The rent plus value-added tax are to be paid monthly in advance, at the latest
by the 3rd working day of a calendar month at no cost to Lessor into Lessor's
account No. 14486 with the Volksbank Emmendingen-Kaiserstuhl eG, sort code
68092000. The relevant date as to the due date of payment shall be the date of
crediting in the account of Lessor.
Section 4
RENT CHANGES
If the monthly price index of living as determined by the Federal Statistical
Office for all private households of the entire territory of the Federal
Republic (1995=100) by more than 10 points compared to the level as of the date
of the last determination of the rent, the respectively last rent owed shall be
modified accordingly from the 1st day of the month following the modification of
the index, without any separate modification request from any of the contracting
parties being required. The starting basis shall then be the index level in
month 12/1999.
If the agreed index is discontinued during the term of the Agreement, the
contracting parties shall agree on a regulation coming the closest possible to
the commercial objective of this clause.
Section 5
DURATION OF THE LEASE/TERMINATION
1. The tenancy shall commence on 11.11.1999 and end on 30.11.2004. Upon
the lapse of this period, Lessor shall have the right to requests a
prolongation of the tenancy by additional five years on the same lease
conditions. Such a request for prolongation shall be made in writing
and reach Lessee at the latest six months prior to the end of the
Agreement.
2. Each contracting party shall have the right to terminate the tenancy
without notice if the respective other contracting party, at its own
fault, breaches its obligations to such an extent, especially in that
it causes a disturbance of the domestic peace so lastingly that
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the continuation of the tenancy would be unreasonable to the
respective other party (Section 554 a "BGB" *German Civil Code*).
3. Lessor shall have the right to terminate the tenancy without notice if
a) Lessee defaults payment of a non-negligible portion of the
rent for successive due dates, or if it continues to owe parts
of the rent at multiple occasions and the balance overdue
reaches the amount of the rent being due for two months
(Section 554 section 1 sentence 1 no. 1 "BGB").
b) Lessee, or the party to whom Lessee has left the object of the
lease for use, respectively, despite a warning from the side
of Lessor, continues any agreement-breaching use of the object
of the lease in a manner which impairs Lessor's rights to a
considerable extent, especially in that Lessee continues to
tolerate any authorized use by third parties, or in that
Lessee considerably endangers the object of the lease by way
of neglecting its due-diligence obligations (Section 553
"BGB").
4. In particular, Lessor may terminate the Agreement without notice if
Lessee is insolvent, or if insolvency proceedings into its property
were applied for, opened, or rejected for lack of funds.
5. Termination shall be made by registered mail with an indication of
grounds.
Section 6
UPKEEP AND REPAIR
1. Upkeep work
Lessor shall have maintained all technical of appliances and equipment
which it is authorised to use at the required intervals by a
specialist, and it shall provide Lessor with a proof of such
maintenance. This applies in particular to gas, oil-heating,
electrical, and air-conditioning equipment.
2. Repair work
Lessee shall be repair any damages and disturbances to structural and
technical equipment within the object of the lease immediately (in the
case of Lyons, up to the point of connection to the main line), if they
are caused by the use of the object of the lease. Broken window panes
within the area of the leased premises as well as any damage occurring
to company signs of Lessee are to be replaced by Lessee.
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Section 7
IMPROVEMENTS
1. Any improvement-repair work shall be borne by Lessee.
Improvement repair work shall include painting and wall-papering of the
ceilings and walls, painting of the heating radiators as well as the
expert special cleaning of the floor coatings.
2. Lessee shall not bear any tear or wear other than its own. It shall
perform the improvement repair work at its own discretion, but in any
case upon termination of the tenancy.
Section 8
ADVERTISING SIGNS
Lessee shall have the right to affix advertising signs in the hall to the
legally permitted extent. Lessee shall be responsible for obtaining any official
authorisations required.
Section 9
DEFECTS TO THE OBJECT OF THE LEASE/SETTING OFF
1. Lessor shall not be liable for defects which were already present at
the time of entering into the Agreement. Lessee shall not have any
damage claims towards Lessor for reason of defects occurring after the
execution of the Agreement, unless such damage was caused wilfully or
by gross negligence on the side of Lessor or its agents.
2. Lessee shall have the right to set off Lessor's rent claims against
undisputed or legally founded claims.
Section 10
ACCESS TO THE OBJECT OF THE LEASE
For the purpose of verifying its condition or for the purpose of reading off
metres, Lessor or its agents shall have the right to access the object of the
lease at reasonable intervals and after proper notification. If Lessor wishes to
sell the real estate, or if the Lease Agreement is terminated, Lessor or his
agents, even together with prospective purchasers or tenants, shall have the
right to access the object of the lease upon notification in due time. As for
the rest, Lessor shall have the right to access the object of the lease without
prior notification in the case of imminent danger.
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Section 11
HANDING OVER OF THE OBJECT OF THE LEASE
Lessee shall take over the object of the lease in its as-is condition.
Lessee acknowledges this condition as being in accordance with the Agreement.
Section 12
DUE-DILIGENCE OBLIGATIONS OF LESSEE
1. Cleaning obligation of Lessee
Lessee agrees to keep clean the path in front of the object of the
lease including the access to the garage and the parking lots, to
keep them free of snow, and to grit/salt them in the case of ice.
Lessee shall assume this obligation to maintain traffic safety
with the commencement of the tenancy.
2. Lessee agrees to treat the leased premises including the equipment
being jointly used together with other parties in a caring and
responsible manner. In addition, Lessee shall keep the outer surfaces
as at any time in a clean condition.
3. Lessee shall bear the costs of cleaning agents and grit; it shall make
available and maintain the proper condition of the cleaning tools. It
shall observe any regulation applicable under public law.
4. Lessee shall be liable for damages occurring by reason of any breaches
of its due-diligence and notification obligations by its own fault, or
by unauthorised changes in use. The same shall apply in the case of
guilt on the side of employees of visitors of Lessee.
5. Lessor or its agents shall be informed immediately of any damage
occurring to the house or to the leased promises. Lessee shall be
liable for additional damages caused by delayed notification.
Section 13
SUBLETTING
1. Any subletting or transfer for use to third parties by Lessee shall
require the prior written approval of Lessor. Such approval must only
be withheld for cause. If such a permission has been granted, Lessor
shall have the right to revoke it for cause. Such a cause shall be
present in particular if the sub-tenants deviate considerably from the
agreed transfer for use.
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2. Lessee shall notify Lessor of any moving in or out of persons to whom
it transfers the premises for use.
Section 14
STRUCTURAL MODIFICATIONS BY LESSOR
Lessee shall tolerate any measures required for the preservation of the leased
premises or the building. Likewise, Lessee shall tolerate any measures for the
improvement of the leased premises or any other parts of the building, if such
work affects these promises or building parts only to a minor degree.
To the extent to which Lessee is required tolerate measures in accordance with
the preceding sentences, Lessee shall have no right to reduce the rent or to
exercise any withholding right, or claim any damages. If measures are required
which exclude the use of the premises for the agreed purposes or which impair
such use considerably, Lessor agrees to reduce the rent for the duration of the
impairment to a reasonable extent.
Section 15
STRUCTURAL MODIFICATIONS/INTEGRATION OF EQUIPMENT BY LESSEE
Structural modifications made by Lessor, in particular modifications of the
building or components built in by Lessee* "tenant's improvements"* and
installations, require the prior approval of Lessor. If Lessor grants this
approval, Lessee shall be responsible for obtaining any permits under the
building low and bear any costs in this context.
Section 16
TERMINATION OF THE TENANCY
Lessee agrees to return the object of the lease on termination of the tenancy in
a clear and property cleaned condition.
Lessee shall return any keys, including those procured by itself. Lessee shall
be responsible for each and any damage incurred by Lessor or by a subsequent
tenant for reason of any breach of these obligations.
When requested by Lessor, Lessee shall remove until the termination of the
tenancy any equipment which it has incorporated in the leased premises and
restore its initial condition.
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Section 17
CHANGE IN THE LEGAL FORM/SALE OF THE OPERATION
Should the legal form of the company of Lessee change, or should there be are
any changes in the Register of Trade, in the registration of trade, or in any
other circumstances being of any relevance with regard to the tenancy, Lessee
shall inform Lessor immediately.
If the operation of Lessee should be sold in whole or in part, the transfer of
the Agreement upon the legal successor requires a previous agreement with
Lessor. Lessor agrees to accept any transfer of the Agreement, unless important
reasons should oppose to such a acceptance.
Section 18
WRITTEN FORM
The present Agreement contains the entirety of the agreements made. Any
modifications and supplements of or to the present Agreement shall be made in
writing.
This provision shall also apply to any deviation from the requirement of the
written form.
Section 19
SPECIAL AGREEMENTS
1. Lessee shall be liable to damages for any damage to the leased premises
or to the building as well as to the installations belonging to the
leased premises or to the building, to the extent to which such damages
were caused by a fault on the side of Lessee or any of the following
persons: employees, staff members, members of the company, sub-tenants,
other persons to whom Lessee leaves the object of the lease for use, as
well as visitors, customers, suppliers and craftsmen, to the extent to
which the latter get in touch with object of the lease at the instance
of Lessee.
2. Lessee is aware of the fact that the leased surface is subiect to the
burden of a transit right for the respective owner of the lot no. 1341.
Lessee agrees to observe this transit right.
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Section 20
SALVADORIAN CLAUSE
Should any of the provisions of the present Lease Agreement become invalid, the
validity of the remaining provisions of this Agreement shall not be affected.
Place, date Place, date
- Lessor - - Lessee -
D- Heidelberg, November 26, 1999
[Notary Stamp] Translation certified
correct:
/S/ Albrecht Hull
-----------------
Albrecht Hull
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