Exhibit 10.6
RENTAL LEASE FOR COMMERCIAL BUILDINGS
OWNER CHARMAGNY SA TENANT
Represented by Olivier EZEGHELIAN Micrus SA
Location of the building : MONTAGNY-PRES-YVERDON
Lease to the use as: Offices, living, production site
At the name of: MICRUS SA
Floors: Ground, 1st + 2nd floors
Including :
Approximate surface :
Payload for m(2) : *
Previous tenant : new
Dependences :
* 500 kg/m(2) at the ground floor
300 kg/m(2) at the 1st and 2nd floors
The present rental lease is concluded between the owner and the tenant as
mentioned above at the following conditions:
1. DURATION. The lease starts 15 January 2001
at 12 p.m. and terminates at 15 January 2006
12 p.m. the (minimum 5 years)
Except of any cancellation given by one or the other of the parties, by
recommended or consigned letter in a Swiss postal office at least a year in
advance, this lease agreement will be automatically renewed in the same
conditions for five years and so on of five in five years.
2. RENT
Yearly Quarterly Monthly
------ --------- -------
Minimum net rent ........................ ........................ ........................
Installments for heating and hot water ........................ ........................ ........................
Other charges ........................ ........................ ........................
........................ ........................ ........................
Total................................ ........................ ........................ ........................
The amount above is due in advance on a quarterly basis ;
will be specified by endorsements progressively with the occupation of the
building
without charges expenses in hands of the owner, but to be settled in
advance per month punctually.
On any amount overdue rising from this lease, an interest is due at a rate
equivalent to the rate applied by the Cantonal Bank Of Vaud in regards of
the commercial loans without guarantee. This lease represents an
ackowledgement of debt as per the article 82LP.
3. RENT DEPOSIT
As per article 4 of the General Rental Lease agreements the rent deposit
is made of:
One quarter of the rent - to be adapted on the rent evolution
4. RENT INCREASE DURING LEASE CONTRACT
4A. CLAUSE OF VARIATION
Without termination of the present Lease and with a month notice, sent by
recommended or consigned letter using the official form, the rent shall be
updated accordingly to the Swiss Consumption Index (IPC) variation using
as index base 101.01% at end 11/2000, known at the conclusion of the Lease
or as agreed by both parts.
The variation can be notified only once a year based on the previous
index.
4B. RENT INCREASE DUE TO RENOVATION, MODIFICATION OR ADDITIONAL SERVICES
If the owner undertakes restoration or modification works, or if it
provides additional services, the rent will be increased equitably in
order to cover the expenses of interests, depreciation and maintenance of
carried out work.
5. PARTICULAR PROVISIONS
See exhibit
6. CONCILIATION
The Owner and the Tenant can submit, within 30 (thirty) days, any dispute
regarding the application or the Lease renewal to the official
Conciliation Office, as per the existing agreements between 1) Commercial
Union Association of Vaud, 2) Real Estate Chamber of Vaud and 3) Real
Estate Companies of Vaud. These agreements were approved by the State of
Vaud.
Both parts are free to engage any legal or administrative procedure as per
the current legislation, as long as the peremptory deadlines are
respected.
For any cases as mentioned on the second paragraph of this section, both
parts agree to prioritize mutual agreements under the Conciliation Office
regulation.
7. GENERAL
a) For any case not specified on this Lease Agreement or in the special
rules, both parts will refer to the common usage regarding
commercial lease.
If not clearly stated on this Lease Agreement or any of its
exhibits, conflicts shall be regulated as per the Swiss Code of
Obligations (CO).
b) The non-respect, by any parts of the present Lease Agreement, of the
Laws, the common usage and/or the rules, allows any part to
terminate the Lease at any time following any legal or
administrative procedure.
c) Both parts will use written form of communication.
d) The present Lease replace and supersedes any previous lease made on
the rented building, excluding the official Building Review Form
(Etat des lieux).
8. BOTH PARTS ACKNOWLEDGE TO KNOW AND TO ACCEPT THE GENERAL LAWS APPLIED TO
COMMERCIAL LEASES AND ITS RULES AND COMMON USAGES APPLIED IN THE STATE OF
VAUD WHICH ARE PART OF THIS LEASE. THE LEASE IS CONCLUDED ONLY THE
SIGNATURE OF BOTH PARTS.
9. Complementary Laws, as applicable in the State of Vaud, in regard of the
use of the building as a hotel, or in case of alcohol sales, are attached
to this Lease in case of such utilization.
10. JURISDICTION
For any dispute in regard of the present Lease Agreement, both parts
acknowledge the place of jurisdiction to be the district on which the
building is located, regardless of the occupation of the building.
Signatures
Attachments ; Exhibit
General Rental Lease Rules
Exhibit 1
5. PARTICULAR PROVISIONS
(part of the Lease Agreement dated of January 15, 2001 between Gonset Immeubles
d'Entreprises SA and Micrus SA)
A. The cost of the rent is CHF 140.--/m(2)/year and it is inclusive of:
a) completion works are as following:
- floor covering up to the amount of CHF 60.--/ m(2)
- separation panels between the offices
- electricity cabling and basic lamps
- ceilings panels
- central heating, also on ground floor if necessary
b) following equipment and furniture
- outside parking slots
- fuel already in petrol tank (central heating)
B. The rent will be calculated upon termination of completion works paid by
the owner and following the remittance of the keys, in order for the
Tenant to execute its own installation.
C. The Tenant pays the rent for the space used only. Contract revisions state
the space used, the rent deposit and the rent accordingly to the new space
used. The Tenant has an option until the 31st December 2001 on the rental
of the 1st floor. The Tenant have to inform the Owner his decision whether
the rental or not of the 1st floor until that date latest.
D. The Owner is committed to definitely close or to replace all the
doors-windows, along the East and South walls, up to an amount of CHF
100'000. -- (including architect fees).
E. The Owner is committed to definitely remove at his own cost all the
barriers along the East and South walls.
F. In case of building enlargement, the Owner is committed to prioritize the
Tenant in case it is willing to rent the additional space. Rent for the
new space will be calculated separately and would depend on construction
costs.
G. As unique user of the building, the Tenant takes at his own charge all
costs related to building maintenance and all charges related to the
exclusive use of the building. The costs are due directly to the parties
executing the works/services.
As an example; maintenance costs for the lifts and the petrol tank
(central heating). Or any costs due to inappropriate use of the building
and its facilities by the Owner or any of its employees and customers.
However, grass shearing is at the Owner charge.
I. All prices mentioned on this exhibit are without taxes (VAT, + 7.6%).
CONTRACT REVISION N(DEGREE)3
(part of the Lease Agreement dated of January 15, 2001 between Gonset Immeubles
d'Entreprises SA and Micrus SA)
This contract revision follows :
- the notification of rent increase dated November 7, 2001,
- the letter dated November 3, 2001 signed by Xx. Xxxxxxx, President and
CEO, and X. Xxxxxx, Administrator,
- the convention concluded between Charmagny SA and Micrus SA on December 20
and 23, 2002,
- the contract revision N(degree)2 dated August 20, 2003,
- the notification of rent increase dated November 10, 2003.
NEW ELEMENT TO ADD ON TO THE LEASE AGREEMENT
SURFACE : the rented surface is now 553m2
RENT : the rent, VAT and charges (central heating, hot water) exclusive, is
as of the application date of this revision,
CHF 78'876.--/year, CHF 19'719.--/quarter, CHF 6'573.--/month.
The remaining clauses of the Lease Agreement remain unchanged.
The present revision is applicable as of August 1, 2004.
Made in Crissier on July 19, 2004 in two specimens.
