EXHIBIT 10.12
SUPPLEMENT TO THE LEASE AGREEMENT OF JULY 12, 1994
FOR THE PRODUCTION SPACE EX RUCCI
between
EINFACHE GESELLSCHAFT CALDERARI & SCHWAB, Schloss-Str. 8-A 2560 Nidau
- Lessor -
and
STARR SURGICAL AG, Hauptsrasse 104, 2560 NIDAU
- Lessee -
1. Leased Premises
Lessee Lessee leases an area of 259 m2 on the ground floor of the
property known as Hauptstrasse 104, 2560 Nidau as a production site
(240 m2) and basement (29 m2), as well as 5 parking spaces in the
Parking Area North (Ex Rucci).
2. Commencement of Lease
The Lease shall commence on September 15, 1999.
3. Term of Lease
The term of the Lease is fixed and the Lease shall expire on December 3,
2006.
3.1 Option
After expiration of the fixed-term Lease, Lessee shall have the option
to extend the Lease by 5 more years. If Lessee elects to exercise this
option, it must notify Lessor in writing no later than 12.31.2005. If
Lessee does not exercise the option and as long as neither of the
parties to the contract terminates the Lease effective December 31,
2005, after expiration of the term, the Lease shall be automatically
extended by one year at a time. In case of termination, notice must
always be given 1 year in advance.
4. Rent
4.1 Net Rent
Net rent for the production and cellar space shall be Sfr. 45,520.00
annually (= Sfr.180.00 per m2 for that year/cellar = Sfr. 80.00 per m2
for that year) and is payable in monthly installments of Sfr.3,793.00.
Net rent for 5 parking spaces "Nord" shall be Sfr. 4,800.00 annually and
shall be payable in monthly installments of Sfr. 400.00.
4.1.1 After September 15, 1999, the annual net rent of Sfr. 45,520.00/
3,793.00 shall be tied to the consumer price index BIGA1. The rent
corresponds to the level of the index applicable at that point in time,
i.e. August 1999. Upon request by one of the parties, the net rent may
be adjusted once annually on January 1st regardless of the fixed term of
the Lease, taking into account the entire percentage of change undergone
by this index. The first adjustment may be done on 01.01.2001 at the
earliest.
4.1.2 The net annual rent of Sfr. 45,520.00 / 3,793.00 is a base rent. Rent
may not fall below this amount regardless of potential adjustments.
4.2 Utilities
4.2.1 The payments on account towards expenses for heating, electricity used
for shared rooms and for the burner, water fees, possibly sewage and
garbage collection fees, expenses for janitorial services which are
billed by the manager on April 30th, shall amount to Sfr. 400.00
monthly.
4.2.2 Possible land contamination by the body shop, such as oil, gasoline,
etc., shall be the responsibility of Lessor.
10. Structural Alterations
Lessor shall carry out the following structural alterations at its
expense:
- Interior walling up of an exterior garage door with transom.
- 3 doors with an interior width of at least 1.30 m (e.g. a double
door like we already have in our production area).
- 1 partition (if possible transom).
- All side walls and ceilings finished with smooth plaster and
painted white.
- Floor with smooth, easy to clean covering (such as ceramic tile,
anti-static linoleum).
- --------
(1) Bundesamt fur Industrie, Gewerbe und Arbeit (Swiss federal bureau of
industry, business and work)
- All windows, glass brick walls and doors fitted flush so that
they are dustproof.
- All no longer used pipes, cables and other objects attracting
dust removed, all walls, floors and ceiling cleaned of dust.
- Division of exterior parking area into marked spaces and
resurfacing of the transition from exterior wall to road
surface.
- Standard lighting for production and warehouse space
11. Special Provisions
By entering into this contract, both Lease Agreements of 07.12.1994 as
well as Supplement I dated 07.10.1995 are being extended. The new term of the
Lease shall expire on 12.31.2006.
Nidau, Nidau,
Lessee: Lessor:
[signature] 08.02.99 [signature]
- ----------------------------- --------------------------------
STARR SURGICAL AG Mr. E. Calderari
[signature]
--------------------------------
Mr. W. Schwab