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EXHIBIT 10.20
Translation from Japanese
Lease Agreement
MK Kojimachi Building
[Notes handwritten in English on original document have not been
included in the translation--Translator's note.]
Lessor: Manrikiya Corp.
Renting Party: Argonaut Technologies KK
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Lease Agreement
Lessor Manrikiya Corp. (hereafter referred to as "Party A") and renting party
Argonaut Technologies KK (herefter referred to as "Party B") have reached a
lease agreement (hereafter referred to as "this Agreement") as follows.
Article 1 Leased Building
A leases to Party B the following building (hereafter referred to as this
Building) and Party B rents it.
Note:
Name: MK Kojimachi Building
Address: 0-0-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx
Structure: Steel structure, part steel framed reinforced concrete structure,
two floors below ground, 10 floors above ground
Number of floors, area: 5 floors, 161,229 m2 (48.77 tsubo
[Japanese unit of measure])
Article 2 Lease Agreement Period
The lease agreement period will be from October 1, 1997 to September 30, 1999.
However, if Party A or Party B does not express the intent to refuse a renewal
or express the intent to change the conditions to the other party in writing by
six months before the period ends, this Agreement will be renewed for another
two years. The same holds true thereafter.
Article 3 Purpose of Use
B must not use this Building for any purpose other than as Party B's office.
Article 4 Rental Fee, etc.
(1) The monthly rental fee will be 804,705 yen, and the consumption tax will be
40,235 yen. The monthly maintenance fee will be 170,695, and the consumption tax
will be 8,535 yen. Party B will make a bank transfer to a bank account specified
by Party A by the 25th of each month for the next month's payment that includes
the rental fee, maintenance fee, and their corresponding consumption tax
amounts. Note that when the calculation period is not a full month, the amount
will be pro-rated on a daily basis.
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(2) In addition to the lease fee and maintenance fee, Party B will bear the
actual expense of things such as electrical expenses and cleaning expenses for
the rented rooms, and will make payments to Party A using the same payment date
and payment method as noted in the previous item.
Article 5 Changes in Rental Fee, etc.
When the lease fee and maintenance fee have become unsuitable due to
fluctuations in the price of commodities, fluctuations in fees in the rental
market, changes in economic conditions, increases in public charges, etc., or
when compared to similar examples, these fees can be changed by discussion
between Party A and Party B at the end of the lease period.
Article 6 Deposit
(1) Party B will deposit with Party A at the time the agreement is reached a
deposit amount of 9,656,460 yen. Note that the deposit is non-interest bearing.
(2) When this Agreement ends due to cancellation or some other reason, after
Party B has fulfilled all of its obligations to Party A, Party A will directly
return to Party B the remaining amount of the deposit after vacating this
Building.
Article 7 Deposit Offset, etc.
(1) When Party B delays payment of the rental fee or neglects some other part of
the execution obligations of this Agreement, Party A can appropriate the deposit
for this without having to give any warning. Note that Party B cannot claim to
offset the rental fee or any other obligation using the deposit during this
Agreement.
(2) In the case of the previous item, within seven days of the date it received
notification of appropriation from Party A, Party B must compensate the
insufficient portion of the deposit.
Article 8 Prohibition of Deposit Transfer, etc.
B cannot perform transfer, pledge, or any other disposition of the right to
request return of deposit based on this Agreement.
Article 9 Prohibited Items
B must not carry out any of the actions listed below.
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(1) Transfer or sublease the lease rights based on this Agreement to a third
party without consent from Party A.
(2) Have a third party reside together [with Party B] in the building, or show a
party other than Party B as the named resident.
(3) Carry out actions that are dangerous, unsanitary, or otherwise cause
problems for the neighborhood, actions that would cause damage or pose a risk to
the building.
Article 10 Compensation Liability
(1) When Party B, its agent, or user, etc. causes damage to Party A by intention
or neglect, Party B must pay compensatory damages for this.
(2) When Party B, its agent, or user, etc. cause damage to a third party by
intention or neglect, Party B carries full responsibility for handling the
issue, and will not place any burden on Party A.
(3) Party A will not bear any responsibility for damages to Party B due to fire,
earthquake, flooding, or theft, etc. However, this is not true if damage was
caused due to the intent or neglect of Party A, its agent or user.
Article 11 Changes to the Original State
When Party B tries to change the appearance of this Building, newly establish
accessory equipment, or otherwise change the original state, Party B must obtain
advance approval from Party A and perform construction according to Party A's
instructions, and Party B will bear the expense of the changes.
Article 12 Repairs
(1) Party A is obligated to perform repairs necessary to maintain the main body
of this Building (roof, outer walls, structural walls) and accessory equipment
installed by Party A.
(2) As a rule, Party B will perform and bear the expenses for repairs and
painting, etc. of rented rooms for items other than those determined in the
previous item.
(3) When a location that requires repair within a rented room, regardless of
whether or not Party B is responsible for the expenses for the repair, Party B
must notify Party A of this without
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delay, and even when the repair is Party B's responsibility, Party B must obtain
advance approval from Party A and perform repairs according to Party A's
instructions.
Article 13 Facilities Inspections
A, its agent, or user can enter this Building and perform appropriate measures
with advance notification to Party B when necessary to perform inspections,
repairs, fire prevention, or theft prevention, etc. for various fittings and
various equipment of the building. Note that when it is not possible for Party A
to notify Party B in advance in cases of emergency, Party A will report to Party
B as soon as possible after the event.
Article 14 Right to Request Purchase of Fittings, etc.
When Party B vacates this Building, Party B cannot make any claims for
compensation for expenses required to be spent for various fittings and
equipment within this Building or for beneficial expenses, or for expenses
incurred for having the user removed or compensation for removal, regardless of
the reason or pretext. Also, Party B cannot make a claim to Party A for purchase
of various fittings and equipment that Party B installed in this Building at its
own expense.
Article 15 Preliminary Warning of Cancellation During the Lease Period
If either party Party A or Party B desires to cancel this Agreement during the
lease agreement, that party must express its intent to the other party in
writing six months in advance. Note that Party B can cancel the agreement
immediately by paying an amount equivalent to six months of rental fees and
maintenance fees.
Article 16 Cancellation Due to Agreement Violations, etc.
When any of the following numbered items applies to Party B, Party A can cancel
this Agreement without having to give any kind of warning. In this case, when
Party A has suffered damages, it can make a claim to Party B for compensation
for those damages. Also, Party B loses the benefit of time for all obligations
it has in relation to Party A.
(1) When there has been a delay of a total of two or more times for all or part
of the payment of the rental fee or the maintenance fee.
(2) When execution of seizure, provisional attachment, or provisional
disposition has been received, or when there is a claim of liquidation,
corporate reorganization, composition,
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bankruptcy, or special liquidation, or when disposition for nonpayment of a xxxx
or check or disposition for stopping of a bank transaction has been received.
(3) When there has been an action that clearly violates this Agreement.
Article 17 Restoration to Original State, etc.
When this Agreement ends, Party B will follow the following provisions when it
vacates this Building.
(1) At the time that this Agreement ends, Party B will remove (at its own
expense) fittings and other equipment installed in this Building by Party B as
well as belongings of Party B, will repair at its own expense damaged locations
in this Building and accessory equipment, and will vacate this Building for
transfer to Party A having returned this Building to its original state. In this
case, if Party B does not take measures to restore the building to its original
state without delay, Party A can perform these measures at the expense of Party
B.
(2) When there were instructions by Party A regarding property of Party A
installed by Party A at the request of Party B, Party B will remove this at its
own expense, and will transfer it to Party A.
(3) When property of Party B remains within this Building after Party B has
vacated this Building, this will be considered to mean that Party B has
relinquished property rights, and Party A can dispose of this property as it
sees fit.
(4) When Party B does not vacate this Building after this Agreement has ended,
Party B must pay to Party A compensation money in an amount equivalent to double
the rent for the period from the day after the agreement ended until vacancy is
complete.
Article 18 Consumption Tax
For this Agreement and agreements incidental to this Agreement, of all the money
received by Party A from Party B such as the rental fee, for the items that are
subject to consumption tax taxation, Party A will make a request to Party B for
an amount that includes the consumption tax amount, and Party B will be
responsible for that amount.
Article 19 Method of Consent
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All items for which Party B requires Party A's consent for this Agreement will
be dealt with in writing.
Article 20 Rules Within the Building, etc.
When Party A gives notification of rules within the building and precautions for
its management of the building, Party B must obey these.
Article 21 Name Change, etc.
When Party B changes its name, undergoes a merger, changes its purpose of
operation, or makes any other major organizational or operational change from
the time this Agreement was reached, Party B must notify Party A of this
immediately.
Article 22 Joint Guarantor
The joint guarantor will jointly bear the responsibility with Party B in
relation to Party A for execution of all obligations borne by Party B based on
this Agreement.
Article 23 Notary Document
This Agreement can be created as a notary document, and the expense for this
will be split half and half by Party A and Party B.
Article 24 Court of Jurisdiction
On the chance that a legal dispute arises between Party A and Party B, the court
of jurisdiction for the first trial will be the Tokyo District Court or the
Tokyo Summary Court.
Article 25 Other
Issues that are not addressed in this Agreement or for which questions of
interpretation arise, will be resolved by discussion in good faith by Party A
and Party B according to related laws and ordinances or general practice.
As proof that this agreement was reached, two originals are being created, and
Parties A and B will each keep one original copy.
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September 16, 1997
Lessor (A)
Manrikiya Corp.
Xxxxxx Xxxxxxxxx, President [seal]
Renting Party (B)
Argonaut Technologies KK
Ichibancho NN Building, 00-0 Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx
Xxxxxxxx Xxxxxxxx, President [seal]
Joint Guarantor
[blank]
Witness to the Agreement
Minister of Construction (5) Xx. 0000
0-00-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx (Xxxxxxx Xxxxxx) [seal]
Witness: Xxxxx Estate Corp.
Shibuya Office
Office Director: Xxxxx Xxxxxx
Transactions Manager: Xxxxxxx Xxxxxxxx
Registration Number: Tokyo No. 143688 [seal]
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Memo on Change of Lessor
Lessor: Manrikiya
Renting Party: Argonaut Technologies KK
New Lessor: MK Kojimachi Building Co., Ltd.
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Memo on Change of Lessor
Lessor Manrikiya Corp. (hereafter referred to as "Party A"), renting party
Argonaut Technologies KK (hereafter referred to as "Party B"), and MK Kojimachi
Building Co., Ltd. (hereafter referred to as "Party C") agree to a memo as noted
below in addition to the lease agreement dated September 16, 1997 reached
between Party A and Party B (hereafter referred to as the "Original Agreement").
Note:
Name: MK Kojimachi Building
Address: 0-0-0 Xxxxxxxxx, Xxxxx
Number of floors, area: Five floors, 161,229 m2 (48.77 tsubo)
Article 1 Change of Lessor
B consents to the change of lessor from Manrikiya Corp. to MK Kojimachi Building
Co., Ltd. from January 1, 2000.
Article 2 Description of Agreement
The contents of the lease agreement are the same as in the Original Agreement.
Article 3 Handling of Money
For the deposit of 9,656,460 yen deposited by Party B with Party A, a deposit
receipt will be returned to Party A at the same time as the procedure to change
the lessor, and new lessor C will grant a new deposit receipt to Party B.
As proof that this memo was agreed to, three originals are being created, and
Parties A, B, and C will each keep one original copy.
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December 17, 1999
Lessor (A)
0-0-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx
Manrikiya Corp.
Xxxxxx Xxxxxxxxx, President [seal]
Renting Party (B)
MK Xxxxxxxxx Xxxxxxxx, 0X
0-0-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx 102-0083
Argonaut Technologies KK
Xxxx Xxxxxxxxxx, President [seal]
New Lessor (C)
0-00 Xxxxxxxxxxx, Xxxxxxx-xx, Xxxxx
MK Kojimachi Building Co., Ltd.
Xxxxx Xxxxxxxxx, President [seal]
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Deposit Receipt
December 17, 1999
To: Argonaut Technologies KK
An amount of 9,656,460 yen
Note:
This is a deposit for the lease agreement for the building noted below.
0-0-0 Xxxxxxxxx, Xxxxxxx-xx, Xxxxx
XX Xxxxxxxxx Xxxxxxxx, 0X, 161,229 m2 (48.77 tsubo)
0-00 Xxxxxxxxxxx, Xxxxxxx-xx, Xxxxx
MK Kojimachi Building Co., Ltd.
Xxxxx Xxxxxxxxx, President [seal]
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