Exhibit 10.23
Unofficial translation
LEASE AGREEMENT
LESSOR Turun Biolaakso Oy
Lemminkaisenkatu 14-18 A, 20520 Turku
Business ID 1485010-2
Domicile Turku
LESSEE Hormos Medical Oy
Tykistokatu 6 A, 20520 Turku
Trade reg. no. 705.643
Domicile Turku
LEASE OBJECT
Location Kiinteisto Oy Pharma City (Real estate company)
Itainen Xxxxxxxxx 0, 00000 Xxxxx
Premises 7th floor, about 2467 m(2)
In addition 40 parking spaces
The premises to be leased will be assigned to the lessee
in such a condition as described in the floorplan
(appendix 1) and in the space descriptions (appendix 2).
However, technical arrangements in the laboratories (fume
hoods, water and pneumatic appliances, cold-storage rooms)
will be included in the rent only as reservations for such
systems. Laboratory furniture is not included in the rent.
The premises are leased for use as approved by the
authorities.
TERMS FOR THE LEASE AGREEMENT
1 Rental period
The tenancy begins when the premises meant for the
lessee's use have been completely finished as far as the
building work on the builders responsibility is concerned
and the premises have been assigned to the lessee approved
by the authorities. The assignment time for furnishing
purpose according to the target timetable is on 30
November 2001.
The tenancy ends on the last day of that calendar month
during which 10 years have passed from the beginning of
the tenancy on condition that the lease agreement has been
called in a month earlier. After this the lease agreement
can be called in on a 12 months notice on the last day of
each calendar month.
Unofficial translation
2 Amount of rent and payments
The obligation for rental payments begins after the
premises have been assigned to the lessee.
Basic rent for the premises is FIM 64.00 (EUR 10.76) per
m(2) per month.
Rent for the parking space is FIM 250 (EUR 42.05) per
month.
During the rental period effect on the rent of the
expenses from basic improvements and modifications by the
lessor will always be agreed on separately before the work
is done.
The rent will be paid beforehand to the lessor's bank
account monthly by the 2nd day of each month. When the
payment is delayed the lessee will pay default interest on
the delayed amount according to the Interest Act.
In this agreement rent means the amount of rent without
value added tax. The lessor will become obliged to the
value added tax after which VAT will be added to the rent
according to valid tax base.
The lessee is responsible for the matter that the premises
of this agreement are used for activities obliged to
taxation. If the lessor has to make return payments on VAT
deductions due to lessee's activities or neglecting, the
lessee is obliged to reimburse lessor's financial loss.
3 Increase in rent
Base rent and possible additional rent are fixed to
changes in the cost-of-living index (1951:10=100). For
base rent the base index is the index value of February
1999 and for possible additional rent the index value is
the value of the month of completion of the building.
The first rent will be checked on the basis of the index
value of the completion moment for the period of
completion of the object - 30 June 2002. After this the
rent will be check twice annually on 1 January and 1 July.
The rent will be increased on the mentioned dates in the
same proportion as the index values in November and May
are higher than the base index.
In case the cost-of-living index decreases, the amount of
the rent will not be reduced, however.
In case the above cost-of-living index cannot be applied
in the future, the rent will be checked equally according
to a principle that
Unofficial translation
is generally used in the business and according to the
above principle.
4 Maintenance of the real estate
The lessee is alone responsible for all the usage and
maintenance expenses of the premises that he holds, for
example heating, cooling, water, sewage, electricity,
cleaning and waste disposal. The lessee is also
responsible for the maintenance expenses of the common
premises and systems serving the whole real estate and the
outside areas including property electricity, property
insurance and real estate tax for the surface mentioned in
this agreement and also in proportion of all rented
surface.
The lessee is responsible for the maintenance and service
of the machinery and equipment he has acquired. In
addition the lessee is responsible for the maintenance of
fire safety of the rented space in a way accepted by the
authorities and fire insurance company. Furthermore, the
lessee is responsible for new taxes or fees that a public
authority has determined for real estate, property holding
or maintenance or directly or indirectly concerning the
leasing business after signing of this lease agreement in
a proportion to the rented area.
The lessee will make agreements and insurances on
electricity, data communications, tele service, cleaning,
waste disposal, security etc. concerning the rented space
and will cover their expenses.
In case the lessee neglects to take care of necessary
maintenance work in the premises, the lessor has the right
to have this work done at lessee's expense. Repairing and
maintenance responsibility have been notified in the
amount of the rent and the lessee has no right for
reimbursement due to this in the end of the tenancy.
The lessee is responsible for taking proper care of the
premises and for ensuring that the users of the premises
will follow the regulations in the real estate and other
orders associated with the premises and what has been
otherwise defined for maintaining health, tidiness and
order. The lessee is to make sure that the activities
follow the terms in decrees, orders and authorizations.
The lessor is responsible for construction repairing in
the building and equipment at his expense, however, not
for repairing and renewals due to usage and wear and tear.
Unofficial translation
5 Damages
The lessee is responsible for that harm and damage that
using the lease object might cause to a third party
despite that harm and those damages that are covered by
the liability insurance of the real estate.
The lessor is not responsible for limitations, shortages
or irregularities in distributions of heat, electricity or
water or damages caused by them that are not dependent on
the lessor or real estate or holding company.
The lessor is not responsible for leakage, blockage in
sewage or any other reason that has caused damage to the
lessee's activities, property or property of a third party
located in the rented premises unless the damage is caused
by lessor's negligence.
6 Building and modification work
The lessee has the right to modify fixed constructions or
technical systems in the premises after having informed
the lessor beforehand. Constructional modifications need
lessor's or authorities' approval. The lessor cannot deny
lessee's modifications that have been approved by
authorities without a particularly weighty reason.
Modifications have been notified in determining the rent
and they will not be reimbursed to the lessee in the end
of the tenancy.
Fixed parts of the modifications done by the lessee will
become lessor's property without a separate compensation
in the end of the tenancy unless otherwise agreed in
written. The lessee has a right to remove all furniture,
machinery and equipment he has bought and assembled in the
rented premises on condition that the lessee will fix all
caused marks and damaged in a way that the lessor has
approved.
7 Commercial appliances of the lessee
The lessee can attach commercial signs and lights in the
building after having received necessary official
authorizations.
After the tenancy the lessee is obliged to remove the
commercial signs and lights he has assembled and has to
fix all marks and damaged that have been caused to the
building.
Lessor's orders have to be followed when attaching the
equipment.
Unofficial translation
8 Transfer of the lease and subleasing
The lessee cannot transfer the lease to a third party
without lessor's written authorization. However, the
lessee has a right to transfer the lease to its
subsidiary.
The lessee has a right to sublease the premises after
having received lessor's written authorization. However,
in a sublease situation the lessee is still obliged to the
terms of this agreement also as far as the subleased
premises are concerned.
In a case where subleasing causes a situation that the
lessor cannot make deductions on value added tax or has to
return already deducted value added tax, the lessee that
is mentioned in this agreement is responsible to the
lessor for those efforts.
9 Temporary disturbances
The lessee is not entitled to have rent reduction or
compensation from the lessor or from the property or
holding company in case of temporary disturbances in
water, sewage, heat or electricity compliances or in cases
of breaks in distribution which are necessary to the
building.
The lessor is entitled to have normal maintenance work
done at his own expense in the building during the
tenancy. The lessee has no right to compensation from the
time that is spent for this kind of work. The lessor is
obliged to inform the lessee beforehand and agree on the
moment of work with the lessee.
10 Premises in the end of tenancy
In the end of the tenancy the lessee has to assign the
premises to the lessor in the same condition they were in
the beginning of the tenancy outside normal wear and tear
unless otherwise agreed on in written or there is a
different agreement as far as the modification work is
concerned.
There will be a common inspection in the premises in the
end of the tenancy. Those defects and faults that have
been notified in the inspection and which are not due to
normal tear and wear will be fixed by the lessee
immediately. The lessee will be released from the
reparation obligation as far as the notified defects and
faults concerned have been caused by the lessor's
activities.
11 Environment damages
If pollution caused during the tenancy is notified,
cleaning in the extent demanded by the authorities will be
done at the lessee's expense.
Unofficial translation
12 Other orders
After signing of this agreement all other possible
agreements, memos and minutes of meetings between the
lessee and the lessor that concern this agreement or
changes, amendments or additions to this agreement must be
attached numbered to the enclosures of this agreement.
Otherwise law on renting business premises will be
applied.
13 Solving disputes
All disputes arising from this agreement will be solved
through negotiation if only possible. In case no unanimity
can be found through negotiation, the dispute will be
dealt with in the District Court of Turku.
Two word-for-word copies of this agreement have been written, one for each party
of the agreement.
Turku, 15 November 2001
TURUN BIOLAAKSO OY Xxxxxx Xxxxx
HORMOS MEDICAL OY Xxxxx Xxxxxxxxxxxx
