Exhibit 10.22
Unofficial translation
LEASE AGREEMENT
LESSOR BioTie Therapies Oyj
BioCity, 00000 Xxxxx
Xxxxxxxx XX 0000000-0
Domicile Turku
LESSEE Hormos Medical Oy
Tykistokatu 6 A, 20520 Turku
Business ID 1085385-9
Domicile Turku
LEASE OBJECT
Location Kiinteisto Oy Pharma City (Real estate company)
Itainen Xxxxxxxxx 0, 00000 Xxxxx
Premises 5th floor, 499 m(2)
In addition 6 parking spaces
The premises to be leased will be assigned to the lessee in
such a condition as described in the floorplan dated 30
April 2001 (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 68.87 (EUR 11.58) 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.
Unofficial translation
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 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.
Unofficial translation
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.
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.
Unofficial translation
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.
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.
Unofficial translation
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.
12 Other orders
The lessee has to pay a three months' guarantee rent (three
(3) months rent including VAT) to the lessor to guarantee
the obligations caused by this lease agreement.
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, 29 November 2001
BIOTIE THERAPIES OYJ Xxxxxx Xxxxxxxx
HORMOS MEDICAL OYJ Xxxxx Xxxxxxxxxxxx
