Sample Business Contracts

Germany-Langenfeld-98 Berghausener Street Lease - WHL Grundstucksgemeinschaft GbR and Kourion Therapeutics AG

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
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  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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                          ENGLISH-LANGUAGE SUMMARY OF:

AGREEMENT executed on October 1, 2002 by and between

W.H.L. Grundstucksgemeinschaft GbR, with an address at Immigrather Street 51,
42799 Leichlingen, Germany, (hereinafter referred to as the "Landlord"), with
Mr. Alfried Lages acting with authority on the Landlord's behalf,


Kourion Therapeutics AG, Himmelgeister Street 248, 40225 Dusseldorf, Germany
(hereinafter referred to as the "Tenant") with Dr. Hans-Dieter Royer or Mr.
Jurgen Peter acting with authority on the Tenant's behalf.

** NOTE: The following summary is an English-language summary of a
German-language agreement; it is not a translation of such agreement. This
summary has been prepared and filed with the U.S. Securities and Exchange
Commission by the Registrant in accordance with subparagraph (c)(3) of Rule 403
promulgated under the Securities Act of 1933, as amended. **



      a)    Leased property location: 98 Berghausener Street, 40764 Langenfeld,

      b)    Leased property consists of:

            i)    3,360.0 square meters of real estate property;

            ii)   A 1,694.50 square meter office and laboratory space of which
                  809.42 square meters consists of laboratory space; and

            iii)  45 parking spaces.

      c)    Access to the leased property is set forth in Layout 2 of the site
            plan relating to the leased property.

      d)    The Landlord shall construct an office building and laboratory
            facility. The fit out of the building and leased floor space is as
            set forth in layout 3 of the Agreement. In the event that a
            provision of the fit out plans is not complete or is not adequately
            described, the parties shall develop a mutually agreed upon
            alternative. The landlord warrants in all events that the leased
            property shall comply with the applicable safety standards, and
            further warrants that all times during the term of this lease, the
            Landlord shall comply with any additional applicable safety

            standards. The Landlord shall take into consideration the Tenant's
            desired alterations in the fit out of the facility, provided that
            the Tenant shall be responsible for any cost overruns associated
            with such alterations. The Landlord shall notify the Tenant of any
            cost overruns relating to such alterations. Within five business
            days of receipt of such notice and estimated cost overrun, the
            Tenant shall notify the Landlord of whether or not to proceed with
            such alteration.

      e)    The Tenant warrants that it shall hold and maintain the leased
            property in good care in accordance with the Agreement.


      a)    The leased property may be used solely for purposes of conducting
            research and development and as an administrative facility. The
            Tenant is prepared to utilize the leased property solely for such
            research and administrative purposes.

      b)    The Tenant is required to notify the Landlord of any proposed
            alternative uses of the leased property. The Tenant agrees that it
            shall bear all of the expenses associated with any alterations
            relating to such alternative uses of the leased property.

3)    TERM

      a)    Term of the lease: five years, beginning on June 1, 2003.

      b)    After the initial term of the lease, the term is (automatically)
            extended for one-year periods, provided that the lease is not
            terminated by the Tenant upon six months' advance notice to the
            Landlord. The Landlord may not terminate the lease for a period of
            ten years beginning from the effective date of the lease. If the
            Landlord desires to terminate the lease after such ten year period,
            the notice period is two years.

      c)    The Tenant shall provide an irrevocable standby letter of credit in
            an amount equal to six-months' rent from a German bank or savings
            institution. The Tenant may substitute the standby letter of credit
            with another letter of credit of equal value during the term of the

      d)    The rental period shall begin on the day the leased property is

      e)    [Details in the Agreement related to construction are not summarized
            here because they are immaterial.]

      f)    In the event the Landlord does not deliver the leased property to
            the Tenant on or before June 1, 2003, the Landlord shall pay the
            Tenant a penalty of 630.58 euros per business day, up to a maximum
            of six-months' rent.

4)    RENTAL RATE: The monthly rental rates are as follows:

Laboratory facility:        809.42 sq. meters X 12.54 euros =    10,153.44 euros
Administrative offices      885.08 sq. meters X  9.01 euros =     7,977.71 euros

Parking spaces              45 spaces         X 25.00 euros =     1,125.00 euros

Total:                                                           19,256.15 euros

Utilities                                                           482.75 euros
Total:                                                           19,738.90 euros

16% Added Value Tax                                              3,158.222 euros

Total:                                                           22,897.12 euros

[Payment instructions set forth in the Agreement are not summarized here because
they are immaterial.]


      a)    The following utilities are included in the above utilities line

            general maintenance
            street cleaning
            chimney sweeping
            trash removal
            grounds keeping

      b)    Gas, water and electricity are metered and are the responsibility of
            the Tenant.


      a)    The monthly rental rate is subject to adjustment from time to time.
            The Landlord shall have the right to increase the monthly rental
            rate in the event the German private household standard of living
            index (as of 1995 = 100), as reported from time to time by the
            German Bureau of Statistics, increases by more than 10%.

      b)    The Landlord is not entitled to any such adjustment before January
            1, 2004. Thereafter, the monthly rental rate may be increased a
            minimum of 3% and no more than 5% of the monthly rental rate from
            the effective date of the Adjustment.


      a)    Tenant may only claim a right of set-off towards claims of the
            Landlord if the Tenant's counter-claims are undisputed and legally

      b)    The right to withhold any rent payment is prohibited.


      a)    Tenant is responsible for all "minor repairs" within the leased

      b)    The Landlord is responsible for the maintenance and repair of
            exterior of the leased property. Any renovations of the exterior of
            the leased property or the leased floor space shall require the
            prior consent of the Tenant.

      c)    "Minor Repairs" in Section 1 of this Article 8 shall mean any repair
            in each case at an expense of no more than 250 euros, and in any
            event such Minor Repairs shall not exceed EUR 1,000 annually.

      d)    The Tenant is responsible for all expenses relating to security and
            cleaning the leased property. The Tenant is responsible for snow and
            ice removal on all walkways, entrances and parking spaces.

      e)    The Landlord is responsible for trash removal provided that the
            Tenant shall have a designated location in which to store its trash


      a)    The Tenant is permitted to make alterations to the leased property
            with the prior consent of the Landlord.


      a)    The Tenant is permitted to furnish the leased property with its own

      b)    At the expiration of the lease term, the Tenant may remove all
            furnishings and fixtures. To the extent the Tenant does not avail
            itself of this right, the Tenant shall not have any right to payment
            for fixtures that remain on the property.


      a)    The Landlord may enter the leased property for inspection purposes
            only; provided that the Tenant shall designate a representative of
            the Tenant who will accompany the Landlord during such inspections.
            The Tenant may prohibit access to certain areas of the leased
            property due to confidentiality and other risk concerns.


      a)    The Tenant shall have the right to install a sign and other certain
            advertising on the exterior of the leased property provided that the
            Tenant shall bear the expense of such signs. At the end of the lease
            term, the Tenant is required to remove all signs previously
            installed by the Tenant.


      a)    The Tenant shall have the right to sublease the leased property,
            provided the tenant uses the property in accordance with the
            permitted use as set out in Article 2 of this agreement. The prior
            consent of the Landlord is only necessary if the subtenant intends
            to use the property otherwise, unreasonably withheld. A corporate
            restructuring of the Tenant or an assignment to an affiliate of the
            Tenant shall not be deemed a sublease or an assignment of this

      b)    The Tenant shall promptly inform the Landlord of a change of
            corporate form of the Tenant


      a)    Upon the expiration of the lease term, the Tenant shall vacate the
            leased property and return all keys relating to the leased property.

      b)    Upon the expiration of the lease term, the leased property shall be
            returned to the Landlord in its original state, except for normal
            wear and tear.


      a)    The Agreement can be terminated under usual and customary


      a)    Should any provision of the Agreement be deemed partially or totally
            unenforceable, the validity and enforceability of the remaining
            provisions of the Agreement shall not in any way be affected or
            impaired thereby; and such invalid or unenforceable provision shall
            be construed so that it will have the meaning as closely as possible
            to the intended meaning between the parties.


      a)    This Agreement and its exhibits have been simultaneously reviewed
            and executed. Both parties have received a copy thereof.


      a)    Exhibit 1     Form of certificate of authority for Mr. Alfried Lages

      b)    Exhibit 2     Floor Plan

      c)    Exhibit 3     Construction and build-out Agreement