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Exhibit 10.10
DATE:
LEASE AGREEMENT
THE LESSOR: SUMITOMO REALTY AND DEVELOPMENT CO., LTD.
THE LESSEE: CASCADE MICROTECH JAPAN, INC.
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LEASE AGREEMENT
THIS AGREEMENT is made and entered between Sumitomo Realty and Development Co.,
Ltd. (hereinafter referred to as "the Lessor") and Cascade Microtech Japan, Inc.
(hereinafter referred to as "the Lessee"), concerning the lease of premises in
Sumitomofudosan Aobadai Hills (hereinafter referred to as "the Building")
located in 4-7-7, Aobadal, Meguro-ku, Tokyo. The parties have agreed as set
forth below.
Article 1. Premises
The Lessor shall lease to the Lessee part of the Building
(hereinafter referred to as "the Premises") defined in the
attached page at the end of this agreement and the Lessee
shall take the Premises for lease.
Article 2. Purpose
The Lessee shall use the Premises only for the following
purpose, and not for any other purposes.
Purpose of Use: Business Office
Article 3. Duration of Term
A. The duration of term shall be for two (2) years
beginning on the 1st day of May, 1996 until the 30th
day of April, 1998.
B. In the event neither the Lessor nor the Lessee gives
a written notice of refusal of renewal or termination
of this Agreement to the other at least six (6)
months prior to the expiration date of this
Agreement, this Agreement shall be renewed for two
(2) more years from the day after the expiration
date. The same shall apply to every subsequent
renewal.
Article 4. Early Termination
A. The Lessor or the Lessee may terminate this Agreement
by giving a written notice to the other at least nine
(9) months prior to the desired termination date.
However, the Lessee may immediately terminate this
Agreement, instead of advance notice, by paying to
the Lessor the amount equivalent to the rental and
common fees for nine (9) months.
B. In the event the Lessee cancels this Agreement after
the signing of this Agreement and before the
beginning of lease term due to the Lessee's reasons
the Lessee shall pay to the Lessor the penalty of the
amount equivalent to the rental and common fees for
nine (9) months.
C. The Lessee may not alter the date of termination
defined in Items A and B without the Lessor's
approval.
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Article 5. Rental Fee
The rental fee shall be as set forth below. The Lessee shall
pay to the Lessor or the Lessor's appointee the rental fee for
the following month by the 20th day of each month by personal
delivery or instead by remitting the rental fee to the bank
account designated by the Lessor. Y2,093,000 per month
(Y13,500 per 3.3057 square meters, amount less than Y1,000 is
omitted.) The rental fee for less than one (1) month shall be
calculated per diem.
Article 6. Common Fee
A. The Lessee shall pay, in addition to the rental fee
defined in the foregoing Article, the maintenance and
management fee for the common areas (hereinafter
referred to as "the Common Fee") of the amount
described below in the same manner with the payment
of rental fee. Y697,000 per month (Y4,500 per
3.3057 square meters, amount less than Y1,000 is
omitted). The Common Fee for less than one (1) month
shall be calculated per diem.
B. The Lessee shall bear the consumption tax imposed
on the rental fee and Common Fee described in Article
5 and 6 respectively and all other taxable payments
made by the Lessee to the Lessor.
Article 7. Revision of Fees
A. Either the Lessor or the Lessee may revise the
rental fee and the Common Fee defined in Article 5
and 6 upon renewal of this Agreement after
consultation with the other.
B. In the event that the rental fee and the Common Fee
defined in Articles 5 and 6 respectively have become
inappropriate due to fluctuation of consumer's
prices, increase or decrease of the taxes and public
charges for land and building, increase or decrease
of the management cost, or any remarkable fluctuation
of the economic conditions, either the Lessor or the
Lessee may revise the fees upon consultation with the
other.
Article 8. Lessee's Liabilities
The Lessee shall be liable for the following cost and expenses
arising from the use of Premises. In the event that the Lessor
has paid such expenses for the Lessee, the Lessee shall refund
the amount, on demand from the Lessor, to the Lessor or the
Lessor's appointee by personal delivery by the date designated
by the Lessor. The Lessee may remit, instead of the personal
delivery, the amount to the bank account designated by the
Lessor.
1) Air conditioning cost for the Premises.
2) Electric cost for lighting, equipment and other
appliances in the Premises.
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3) Water cost for the Premises.
4) Actual cleaning and sanitary cost for the Premises.
5) Other payment the Lessee is required to pay.
6) All the consumption taxes imposed on the above
payments.
Article 9. Deposit Money
A. The deposit money is set at Y20,937,000
(Y135,000 per 3.3057 square meters, amount less than
Y1,000 is omitted), and in the following manner
the Lessee shall deposit it with the Lessor with no
interest.
1) At the signing of this Agreement:
Y4,187,400
2) At the time of moving into the Premises:
Y16,749,600
B. In the event of any increase or decrease of the
rental fee, the Lessor or the Lessee shall increase
or decrease the deposit money up to 600% of the
revised amount without delay.
C. The Lessee shall not assign or set a mortgage
against the right of refund of the deposit money to
third parties.
D. The Lessee shall not claim to the Lessor offset of
any obligation, such as the rental fee, with
the deposit money.
E. Upon termination of this Agreement, through
expiration, cancellation or dissolution, etc., of the
Agreement, in the event that the Lessee owes any debt
to the Lessor, the Lessor shall apply the deposit
money for settlement. Any remaining amount shall be
refunded to the Lessee after the complete redelivery
of the Premises by the Lessee.
Article 10. Administration
The Lessee shall use the Premises and the common areas with
the care expected of a good administrator.
Article 11. Nonassignable Right
The Lessee shall refrain from committing the following
actions.
1) Assignment of or mortgaging any rights of the
Agreement to third parties.
2) Subleasing or allowing third parties to use whole
or part of the Premises.
3) Using the Premises as a residence or for any
similar purposes.
4) Allowing third parties to share the Premises or
display nameplates other than the Lessee's own. However,
the foregoing phrase does not apply to the case in which
the Lessee obtained the Lessor's written approval in
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advance.
5) Any actions that may cause trouble to other tenants
or damages to the Premises or the Building.
Article 12. Alteration to Original Condition
A. The Lessee shall obtain written approval from the
Lessor prior to performing the following actions. The
Lessee shall bear all the costs required even if the
Lessor obtained the Lessor's approval.
1) Installation, addition or alteration of
partitions, interiors or other fixtures in the
Premises.
2) Installation, addition or alteration
of electrical wiring, water, air conditioning,
and other facilities.
3) Installation or addition of safes or other
heavy objects or computers and other objects
which require large electric capacity.
4) Installation of signboards, name plates,
or advertisements.
B. The Lessee shall perform the work in the foregoing
items according to the regulations provided
separately by the Lessor and by the designers and
constructors appointed or approved by the Lessor.
C. The Lessee shall bear the real estate acquisition
tax and fixed property tax, whomever the addressee
of taxes are.
Article 13. Work
The Lessee shall put out the cleaning and other work for the
Premises to contract by the company appointed by the Lessor.
Article 14. Management Regulations
The Lessee shall faithfully observe the Management Regulations
of the Building provided by the Lessor.
Article 15. Damage Compensation
A. In the event that the Lessee or the Lessee's agent,
employees, contractors, visitors or other related
personnel cause damages either intentionally or by
accident to bodies or properties of the Lessor or
third parties including other tenants, the Lessee
shall compensate for all the damages.
B. The Lessee shall not lay claims to the Lessor for any
damages suffered by the Lessee and caused by third
parties including other tenants either intentionally
or by accident.
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C. In the event that the Lessee fails to fulfill any
monetary obligation including the payment of rental
fee, the Lessee shall pay to the Lessor indemnity for
arrears calculated at the rate of Y0.05 per diem
to the payable amount for the period beginning the
day after due payment date until the day of complete
payment.
Article 16. Exemption
A. The Lessor shall be excepted from responsibility for
any damage caused by earthquake, fire, flood and
other disaster by force majeure or malfunction of
facilities, theft, loss, power suspension or other
reasons beyond the Lessor's responsibility.
B. In the event that use of the common areas or part of
the Premises is suspended or limited due to
construction required for building repair or
remodeling conducted by the Lessor under the
inevitable circumstances, the Lessee shall not demand
compensation to the Lessor. The Lessor shall give the
Lessee an advance notice in written form concerning
the scale, period of time, reasons for the work. In
the event that the period of suspension or limitation
of use is prolonged or severely affective, the Lessor
and the Lessee shall consult with each other to reach
a settlement.
Article 17. Inspection
A. The Lessor or the Lessor's appointees may enter the
Premises for Inspection and take appropriate measures
after notifying the Lessee if they deem it necessary
for the management of the Building. In case of
emergency the foregoing paragraph on notification
does not apply.
B. In the foregoing event, the Lessee shall cooperate
with the Lessor.
Article 18. Repair
A. In the event that any fixtures or facilities in the
Premises or the Building need repair due to breakage
or malfunction, the Lessee shall immediately notify
the Lessor.
B. In the event the Lessor received the above
notification from the Lessee and the Lessor deems it
necessary to repair for the maintenance of the
Building, the Lessor shall conduct the repair work at
its cost. The same shall apply to cases that the
Lessor deems necessary without notice from the
Lessee.
C. The Lessee shall bear the cost of repair work
described below notwithstanding the foregoing
provision.
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1) Repair of fixtures, blinds, lighting,
switches, electrical outlets, and
attachments in the Premises.
2) Small repairs (including repainting and
retilling) of the walls, ceiling, and
floor of the Premises.
3) Repair of damage attributable to the
Lessee.
4) Repair of the fixtures and facilities
owned by the Lessee.
D. The Lessee shall obtain the Lessor's written approval
in advance concerning the method of repair of
fixtures or facilities which the Lessee has installed
in the Premises according to the provision of Article
12, and conduct the repair work based on the Lessor's
specifications even when the Lessee conducts it on
its own responsibility and cost. However, in case of
emergency, the Lessee shall notify the Lessor as soon
as possible after such action.
Article 19. Notification of Change in Registered Items
The Lessee shall notify the Lessor in written form any of the
changes in the Lessee's head office, firm name or
representative personnel without delay.
Article 20. Dissolution
A. In the event that the Lessee commits any of the
following actions, the Lessor shall advise the Lessee
to fulfill its liability within a certain period. If
the Lessee still fails to fulfill, the Lessor may
dissolve this Agreement.
1) Default in payment of the rental, common
and other fees for two (2) months or more.
2) Noncompliance with this Agreement or any
agreements incidental to this Agreement.
B. In the event that the Lessee commit any of the
following actions or is in any of the following
conditions, the Lessor may immediately dissolve this
Agreement without any advice nor procedures to the
Lessee.
1) Nonuse of the Premises for two (2) months
or more without proper reason.
2) Declared, or applying for bankruptcy,
private settlement, company reorganization
or company rehabilitation, etc.
3) Receiving compulsory execution, petition
for auction, preservative
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measure, disposition for tax arrearage,
etc.
4) Considerable disturbance to other tenant's
occupation or use of the Building.
5) Grave changes in the Lessee's assets,
credit or business that the Lessor deems
to cause difficulty in
continuing this Agreement.
C. In the event that the Lessor dissolve the Agreement
due to a reason described in Items A and B herein,
the Lessee shall pay to the Lessor the amount
equivalent to the rental and common fees for six (6)
months. This clause does not prevent the Lessor from
claiming damage compensation to the Lessee.
Article 21. Redelivery
Upon termination of this Agreement, through either expiration,
cancellation or dissolution, the Lessee shall redeliver the
Premises without delay according to the following procedure.
1) The Lessee shall remove all the fixtures and
facilities that the Lessee has installed or added in
the Premises and other Lessee's properties at the
time when the Lessee moved into the Premises by
retilling the floor and repainting the ceiling by the
termination date of this Agreement. However, upon the
Lessor's agreement the Lessee may redeliver the
Premises in its current condition.
2) In the event that the Lessee fails to restore the
Premises to its original condition by the termination
date of this Agreement, the Lessor may execute the
restoration work at the Lessee's cost. The Lessor may
freely dispose of any property the Lessee left
within, regarding them as gratuitous goods.
3) Upon redelivery of the Premises, the Lesee shall not
demand the Lessor to purchase fixtures or facilities
that were installed or added in the Premises by the
Lessee, nor shall the Lessee demand to refund
expenditures made by the Lessee on the Premises. The
Lessee shall not demand any compensation for moving,
vacating the Premises or any other indemnity.
4) In the event that the Lessee fails to redeliver the
Premises upon termination of this Agreement, the
Lessee shall pay to the Lessor as compensation double
the amount of the rental fee calculated per diem,
along with the Common Fee, electricity and water
costs during the period between the day following the
termination of this Agreement and the day of the
complete redelivery. The Lessee shall complete
redelivery. The
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Lessee shall compensate for any
damages if the Lessor has suffered due to the delayed
redelivery.
5) The Lessor may appropriate the deposit money for
settlement, if the Lessee fails to fulfill the
liabilities to the Lessor.
Article 22. Extinguishment of Agreement
A. In the event that the whole or part of the Building
is destroyed due to nature disaster or force majeure,
and use of the Premises became impossible or the
restoration requires much cost, this Agreement shall
be extinguished.
B. In the event this Agreement is extinguished due to
the cause described in Item A, if the Lessee has
unpaid liabilities including the rental fee the
Lessor may appropriate the deposit money for
settlement of such liabilities. The Lessor shall
refund the remaining amount of deposit money to the
Lessee if any balance exists.
Article 23. Arbitration
Any dispute arising from this Agreement shall be settled at
Tokyo Regional Court.
Article 24. Mutual Faith
In the event that any question arises from cases not covered
in this Agreement, the Lessor and the Lessee shall discuss and
settle the problem in mutual good faith.
IN WITNESS WHEREOF, two copies of t his Agreement shall be made and after
signing and sealing both copies the Lessor and the Lessee shall retain one copy
each.
Date:
The Lessor: Junji Takashima, President
Sumitomo Realty and Development Co., Ltd.
2-4-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
The Lessee:
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MEMORANDUM
THIS MEMORANDUM is an addendum to the lease agreement (hereinafter referred to
as "the Original Agreement"), which was signed by and between Sumitomo Realty &
Development Co., Ltd. (hereinafter referred to as "the Lessor") and Cascade
Microtech Japan, Inc. (hereinafter referred to as "the Lessee") on February the
21st, 1996, concerning the premises in the Sumitomofudosan Aobadai Hills
Building. Concerning airconditioning within the premises, the Lessor and the
Lessee have agreed as set forth below.
Article 1. The Lessor shall operate and supply airconditioning in the
premises as set forth below.
Airconditioning hours:
Weekdays (Monday through Friday): 8:30 - 19:00
Article 2. The Lessee shall pay to the Lessor the following amount as the
airconditioning fee together with the payment of the rental fee defined
In Article 5 of the Original Agreement in the same manner of payment.
Aiconditioning fee: Y155,000 per month
Article 3. In the event that the Lessee wishes to use airconditioning equipment
after hours defined in Article 1 of this Memorandum (hereinafter
referred to as "the extra time airconditioning"), the Lessee may use
airconditioning by paying to the Lessor the extra time airconditioning
fee separately stipulated by the Lessor.
Article 4. The Lessor of the Lessee may revise the airconditioning fees defined
in Article 2 and 3 of this Memorandum upon consultation between the
Lessor and the Lessee at the time of each renewal of the Original
Agreement or in the event of fluctuation of prices, increase or
decrease in the cost and expenses of management, or any other
substantial fluctuation of economic conditions.
Article 5. Items not covered by this Memorandum shall be settled in accordance
with the provisions of the Original Agreement.
IN WITNESS WHEREOF, this Memorandum has been prepared in duplicate and the
Lessor and the Lessee shall retain one copy each after signing and placing their
official seals on the documents.
Date:
The Lessor: Junji Takashima
President
Sumitomo Realty & Development Co., Ltd.
2-4-1, Nishi-Shinjuku, Shinjuku-ku, Tokyo
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The Lessee:
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MEMORANDUM
THIS MEMORANDUM is an addendum to the lease agreement (hereinafter referred to
as "the Original Agreement"), which was signed by and between Sumitomo Realty &
Development Co., Ltd. (hereinafter referred to as "the Lessor") and Cascade
Microtech Japan, Inc. (hereinafter referred to as "the Lessee) on February the
21st, 1996, concerning the premises in the Sumitomofudosan Aobadai Hills
Building. The Lessor and the Lessee have agreed as set forth below.
Article 1. The Lessor shall exempt the Lessee from the payment of the rental
fee defined in Article 5 of the Original Agreement for the period
between May the 1st , 1996 and July the 31st, 1996.
Article 2. In the event that the Lessee wishes to move into the premises before
the commencement date of the lease (May the 1st, 1996), the Lessee may
move into the premises by depositing with the Lessor the remaining
amount of the deposit money defined in Item B of Article 9 of the
Original Agreement and paying to the Lessor the common fee defined in
Article 6 and the cost and expenses defined in Article 8 respectively
in the Original Agreement, In the foregoing event, the Lessee shall
observe the provisions of the Original Agreement.
Article 3. In the event that the Lessee terminates the Original Agreement
during the lease term defined in Article 3 of the Original Agreement,
the Lessee shall pay to the Lessor the amount equivalent to the rental
fee exempted under Article 1 and 2 of this Memorandum, In addition to
the amount applied under Item A of Article 4 of the Original Agreement.
Article 4. Neither the Lessor and the Lessee shall disclose the contents of the
Memorandum to third parties.
IN WITNESS WHEREOF, this Memorandum has been prepared in duplicate and the
Lessor and the Lessee shall retain one copy each after signing and placing their
official seals on the documents.
Date:
The Lessor: Junji Takashima
President
Sumitomo Realty & Development Co., Ltd.
2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo
The Lessee:
