Translation from the German into the English Language
Lease Agreement: Spima/IQ Battery
Exhibit 6.11
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Lease Agreement
Between
Spima Spitzenmanufaktur GmbH, represented by the business manager Xxxxx Xxxxxx,
Xxxxxxx-Xxxxx-Xxxxxxx 0, 00000 Xxxxx
hereafter referred to as "Lessor" -
and the firm
IQ BATTERY Research & Development GmbH, represented by the business manager
Xxxxx X. Xxxxx, Xxxxxxxx-Xxxxx-Xxxxxxx 0, 00000 Xxxxx
hereafter referred to as "Lessee" -
Sec. 1 Subject of Lease
(1) The Lessor leases to the Lessee the Subject of Lease, as described in the
Sec. (2).
(2) Subject of the Lease is an office space located at Xxxxxxxx-Xxxxx-Xxxxxxx
0, 00000 Xxxxx of 60 sq.m. and the laboratory space of 105 sq.m. on the 3
floor, which are color marked on the orientation sketch in the attached
Enclosure 1.
Sec.2 Use of the Subject of Lease
(1) Subject of the lease is leased to the Lessee as Office and Laboratory. Any
changes in use need prior written consent of the Lessor.
(2) Sublease needs a prior written consent from the Lessor.
(3) The Lessee has official risk permits with regard to their persons and the
nature of business; and fulfills technical and other requirements as to
capitalization, which are based on the laws and other official regulations,
in order to fulfill its financial obligations.
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Sec. 3 Time of Lease
The leasing relation begins, upon expiry of Main Lease Agreement between
Lessor and FZM Mittelsachsert GmbH on December 31, 1997, i.e. on January
01, 1998. Legal terms of termination are in force.
Sec. 4 Rent
(1) The monthly rent for the subject of lease as described in Sec.1 p.2 is for
office space of 60 sq.m. x 7.00 DM/sq.m. = DM 420.00
laboratory space of 105 sq.m. x 4.50 DM/sq.m. = DM 472.50
------------
DM 892.50
plus 15% value added tax DM 113.88
------------
DM 1,026.38
(verbally: one thousand and twenty six Deutsch Xxxx 38/100). Statutory
sales tax is added on.
(2) The rent is always due by the third of each month and it is to be paid to
the account of the Lessor at the Savings Xxxx Xxxxxx, Xx. 0 000 000 (XXX
870 580 00) at no operational charges.
Sec. 5 Working Costs and Extra Expenses.
The Lessee is responsible for taking over of extra fixed expenses, as
outlined in the Enclosure 2 to this Agreement. Method of payment is
specified in the Enclosure 2, a the part of this Agreement.
In addition the Lessee is liable for all operational costs resulting from
the use of the Subject to Lease.
Sec. 6 Delivery of the Subject of Lease
(1) The Lessor shall deliver to the Lessee and the Lessee shall accept the
Subject of Lease as described in Sec. 1 Sec.2, as well as all belonging
keys by January 01, 1998.
(2) The Lessee is acquainted with the subject to lease, as per previous lease
agreement with FZM GmbH Mittelsachsen. The Lessee shall take over as is,
according to the agreement and with exception for specific given warranty,
shall accept also hidden deficiencies, as far as such exception is legally
acceptable.
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Sec. 7 Insurances
(1) The Lessor has taken land- and fire-insurance policies. The resulting
insurance premiums shall be included proportionately in the xxxx to the
Lessee as per Enclosure 2.
(2) The Lessee must pay at own cost premiums for liability insurance as well as
any other insurance specific to the nature of their business with a
sufficient coverage. The Lessor is entitled to inquire about existence of
such insurance.
Sec. 8 Liability of the Lessee
(1) The Lessee is liable to the Lessor for damages caused by negligence in any
of the necessary duties. Furthermore the Lessee is liable to the Lesser for
all damages caused by employees, suppliers, clients, visitors etc. Onus of
proof is on the Lessee.
(2) The Lessee shall promptly take care to compensate for damages. Should this
obligation not be fulfilled upon a written notice and within a prescribed
term, the Lessor reserves right to undertake necessary works at the expense
of the Lessee. In case of emergency it is not necessary to issue a written
notice with a set term.
Sec. 9 Upkeep, Changes in the Subject to Lease
(1) During the period of the lease, the Lessee is obligated at their expense to
provide professional repairs and to maintain the premises in visually good
condition. In particular such repairs shall be wallpapering, painting or
whitening walls and ceilings, painting of floors, heating elements
including pipes, interior doors, as well as windows and exterior doors from
the inside.
(2) The Lessee is entitled, at own cost, to install equipment in the subject to
lease, providing all official regulations and legal specifications are met.
(3) Any structural changes of the subject to lease require prior written
permission of the Lessor. The permission can be denied only for important
reasons. In each case the Lessee carries the associated construction and
legal risks.
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(4) At the end of the Leasing Term, the Lessor is entitled to demand from the
Lessee to have the subject to lease returned in the original condition, as
it was on the day of leasing out, as if there were no changes in original
condition made by the Lessor, unless with express permission of the Lessor.
(5) By the end of the lease, the Lessor is not obligated to reimburse the
Lessee for structural changes or equipment installed in the subject to
lease, unless the Lessor will undertake such obligation in writing.
(6) The Lessee is entitled, and obligated on request of the Lessor, to remove
from the subject to lease as defined in Sec. 1 p.2, any installed equipment
which is their property. The Lessor can exercise rights of removal by
payment of measurable compensation, if the Lessee has no legal interest in
removal.
Sec. 10 Exterior Advertising
The Lessee is entitled to erect an advertising board on the subject to
lease, within limits of legal acceptability. Necessary official
restrictions are to be obeyed by the Lessee.
Sec. 11 Changes to Account, Discounts
The Lessee can make claims against the Lessor in respect of rent or any
other counterclaims and resulting from this contract regarding changes or
refunds, when such demand was acknowledged by the Lesser, or when the
Lessee is able to present a legal judgement.
Sec. 12 Entry to the Subject to Lease
The Lessor can visit the subject to lease during the normal business hours,
upon providing legal notice in advance, in order to inspect the condition
of the subject to lease.
Sec. 13 Termination for Important Reason
(1) The Lessor may terminate the Leasing Agreement prematurely,
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a.) when the Lessee, despite of a written warning, remains in arrears with
rent for more than two months (extra expenses are calculated as
monthly rent),
b.) when the Lessee suspends payments, or if there is an insolvency, total
inability to pay, or a settlement process against their property was
commenced or such commencement indicates their total inability to pay,
or if their industry ceases to exist,
c.) when the Lessee, despite of a written warning, undertakes use of the
subject to lease contrary to the agreement.
(2) The right to termination on other important grounds remains unaffected.
(3) In case of an early conclusion of the lease agreement through termination
on important grounds, the other party to the contract responsible for the
termination is liable for any incurred losses.
(4) Each termination must be communicated by registered mail. For the
protection of terms the communication must be made by the opposing party.
Sec. 14 Ending of the Lease Agreement
(1) At the end of the lease agreement the Lessee is obligated to return the
subject to lease in orderly condition. At the time of return a surrender
report will be prepared, where all visible deficiencies and complaints will
be noted.
(2) The deficiencies recorded in the surrender report are to be promptly
settled by the Lessee at their expense. Upon written notice and with
setting an appropriate term, the Lessor may proceed with repairs of
deficiencies at the Lessee's expense.
Sec. 15 End Definitions
(1) There are no other agreements other than this agreement. Changes and/or
supplements to this agreement require a written form. This is also valid
for the written form itself.
(2) Should any of clauses of this contract be ineffective, or should this
contract contain omissions, the effectiveness of the remaining clauses
remains in force. In place of ineffective clauses effective clauses will be
valid, such which are equivalent both in sense and purpose to the
ineffective clause. In case of omissions, a such relevant clause is valid,
which is reasonable in sense and purpose of this contract, should that
clause had been agreed upon, when thought of at the time of opportunity
arisen.
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Floha, December 09, 1997 Floha, December 09, 1997
Jorg Xxxxx Xxxxxxxxxxxx
Lawyer
Xxxxxxxxxxxxxxxxxx 00 00000 Xxxxxxx
Tel. 000 00 00 00-0 Fax 000 00 00 00-00
---------------------------------------- ---------------------------------
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxxxxx
IQ BATTERY Research & Development Spima Spitzenmanufacur GmbH
GmbH, by Xxxxx X. Xxxxx, Business Manager by Xxxxx Xxxxxxx, Business Manager
/Enclosures
