EXHIBIT 10.14
LEASE
Dansk Teknologisk Institut
Xxxxxxxxxxxxx
X.X. Xxx 000
XX-0000 Xxxxxxxx
as lessor (hereinafter called DTI)
and
Phytera A/S
Gregersensvej
DK-2630 Taaistrup
as lessee (hereinafter called Phytera)
have entered into the following lease today:
1.
THE SIZE AND LOCATION OF THE PREMISES
The premises comprise a total of 425 sq.x. xxxxx floorage in building no. 4
belonging to DTI, situated at Gregersensvej, DK-2630 Taastrup.
Please see the attached floor plan (Annex 1) which describes the leased floorage
in more detail.
2.
OUTDOOR AREAS
DTI shall ensure that the outdoor areas are cleaned, gravelled and cleared for
snow to the extent necessary.
The employees and visitors of Phytera may park private cars according to the
rules applying to DTI.
3.
THE USE OF THE PREMISES
The premises shall be used as laboratories and offices. The premises may not be
used for any other purposes without the written consent of DTI.
Phytera shall be entitled to use the canteen facilities free of charge.
Phytera may also use DTI's class and meeting rooms to the extent that they are
not used by DTI.
4.
LIABILITY TO THIRD PARTIES, INCLUDING PUBLIC AUTHORITIES
The premises may be used within the limits of current legislation and in
accordance with the directions given by the authorities. Phytera has sole
liability for the use of the premises and a duty to free DTI from any liability
and indemnify any expenses incurred by DTI as a consequence of Phytera's use of
the premises in relation to the public authorities as well as private persons.
The premises shall not be used in a way which may be of inconvenience to others
or the building as such, caused by odeur, noise, overloading of installations
etc.
5.
COMMENCEMENT AND TERMINATION OF THE LEASE
The lease commences on 1 September 1996 and runs until terminated by either of
the parties with 6 month's written notice calculated from the first day of a
month. Unless either of the parties commits breach of contract, the lease cannot
terminate before 1 August 2001.
6.
SIZE AND ADJUSTMENT OF THE RENT
The annual rent amounts to DKK 207,250, two hundred and seven thousand and two
hundred fifty Danish Kroner. The rent is to be paid quarterly in advance with
addition of VAT.
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The annual rent has been calculated on the following basis:
Office floorage 195 sq. m. at DKK 650 per sq. m.
Workshop floorage 230 sq. m. at DKK 350 per sq. m.
The basic rent shall be adjusted annually on 1 January in line with the net
price index, but no less than 2%. The adjustment shall be made on the basis of
the developments in the net price index in the period from 1 October to the next
1 October prior to the time of adjustment. The rent shall be adjusted once on 1
January 1997 on the basis of the change in the net price index in the period
from 1 October 1995 to 1 October 1996. In case of a drop in the net price index
the rent will not be reduced.
The price index adjustment appears from the calculation example (Annex 2)
included in pursuance to section 9 (4) of the Act of Rent Adjustment in business
premises etc.
In addition, the DTI may increase the rent irrespective of granted
interminability, if property taxes or any new public authority duties or taxes
increase.
7.
EXPENSES DEPENDENT ON CONSUMATION
As part of the rent, Phytera shall contribute to the consumption-dependent
expenses for electricity, water and heating.
The charges for electricity, water and heating shall be calculated according to
consumption in relation to the leased space and shall be payable quarterly with
DKK 11,925 on account. VAT shall be added to the amount.
The above amount is estimated and may be increased or reduced.
8.
TELEPHONE AND TELEFAX
At its own expense, Phytera shall be entitled to install and use its own
telephone and telefax without using DTI's switching system.
9.
DEPOSIT
As security for Phytera's obligations, a deposit of DKK 51,813, + VAT equivalent
to three month's rent, shall be paid when the contract is signed.
10.
MAINTENANCE
Phytera shall be responsible for the maintenance of the interior of the
premises.
In this respect, Phytera shall among other things maintain or renew/replace
paint, flooring, locks, keys, sanitary and electrical installations and fittings
as well as carry out the necessary maintenance as laid down in section 20 of the
Danish Rent Act.
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DTI shall be responsible for the maintenance of the exterior.
11.
ON DELIVERY OF THE PREMISES
At the commencement of the lease, the premises are taken over as inspected with
the agreed changes to the building, cf. Annex 3. At the end of the lease, the
premises shall be delivered up in the same condition as they were in at the
commencement of the lease, deprediation due to wear and tear excepted, i.e. in
good order and repair with installations in working order and flooring and
fittings intact.
12.
REDECORATION AND OTHER CHANGES
With DTI's prior written consent, Phytera shall be entitled to redecorate or
make changes to the premises. Unless otherwise stated in DTI's written consent,
Phytera shall remove any changes and fully re-establish the premises at the end
of the lease.
13.
DISPLAYS
Phytera shall be entitled to conventional displays if their presentation and
placing are approved by DTI in advance.
14.
INSURANCE
Phytera shall have a duty of maintenance as regards the windows and any glass
doors of the premises. Phytera shall take out its own glass insurance if they
want glass coverage. Fire insurance and other insurance in respect of the
building shall be taken out and kept effective by DTI.
If Phytera's special activities imply unusual increases in the insurance
premiums concerning the property according to written statement from the
insurance company, DTI shall be entitled to add this increase to the rent.
15.
FINANCING OF BUILDOUT
DTI agrees to finance the cost of the buildout of the premises. Phytera shall
repay DTI for the buildout costs over five (5) years. Such repayments shall be
included with Phytera's quarterly rent payments. Interest on the financial costs
must be paid at the rate of the discount rate + 6% p.a. Security for payment of
the financial costs is required. Phytera agrees to fully repay DTI for the
buildout costs prior to vacating the premises. At its discretion, Phytera may
accelerate its repayment of the buildout costs without any penalty.
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16.
SUB-LEASE
Phytera shall be entitled to sublease subject to DTI's approval of the
subleasee.
17.
BREACH OF CONTRACT
As regards breach of contract on the part of Phytera, confer the provisions of
the legislation on rent.
18.
FORM CONDITIONS
In addition to above, the conditions of the attached form A 1994, approved by
the Danish Housing Agency (Annex 4), shall apply.
19.
COSTS
Stamp duties on this lease shall be paid by Phytera.
Taastrup On 26. July 1996 On
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Dansk Teknologisk Institut Phytera A/S
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxx
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ANNEX 1: DIAGRAM OF FLOOR PLAN OF LEASED PREMISES
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ANNEX 2: ILLUSTRATION OF POSSIBLE ADJUSTMENT OF THE RENT
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According to section 6 in the lease and according to the Danish Rent act,
section 9, 4, possible consequences, of the adjustment act are to be listed as
follows:
If the net price index increases with 2% annually, the rent will be as follows
in the period listed:
1996 207250,00
1997 211395,00
1998 215622,90
1999 219935,36
2000 224334,07
2001 228820,75
2002 233397,16
2003 238065,10
2004 242826,41
2005 247682,93
2006 252636,59
2007 257689,33
2008 262843,11
This is just a consultative calculation, as the change in the net price index
may go up as well as down.
ANNEX 3: DIAGRAM OF CHANGES TO THE BUILDING
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SUMMARY OF PHYTERA COOLING/HEATING REQUIREMENTS
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Annex 4: DANISH HOUSING AGENCY FORM CONDITIONS
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