Exhibit 10.37


 


 


	
   

  	
   

  	
  SYMBION SCIENCE PARK

  
	
   

  	
   

  	
  3, Fruebjergvej

  
	
   

  	
   

  	
  DK - 2100  København Ø 

  
	
   

  	
   

  	
  Phone:

  	
  +45
  3917 9999

  
	
   

  	
   

  	
  Fax:

  	
  +45
  3927 5521

  
	
   

  	
   

  	
  info@symbion.dk  

  
	
   

  	
   

  	
  www.symbion.dk  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6. marts 2000 

  	
   

  
	
   

  	
   

  	
  H:\EjendomsCenter\Sager\Ny  

  
	
   

  	
   

  	
  kontraktkoncept\Kontrakter0703\Lejekontrakt

  
	
   

  	
   

  	
  Fruebjergvej.doc

  
	
   

  	
   

  	
  BL

  	
   

  
					



 


 


 


L E A S E   A G R E E M E N T


 


 


made between


 


 


Symbion


CVR No. 10 36 97 03


Fruebjergvej 3, DK-2100 Copenhagen Ø


(hereinafter referred to as “Symbion”)


 


 


 


 


 


and


 


 


 


 


 


Ciphergen
Biosystems A/S


CVR No. 25 05 78 05


(hereinafter referred to as “the Lessee”)


 


 


 


concerning premises in the


 


 


 


Symbion Science park


Fruebjergvej 3/Gribskovvej 4


DK-2100 Copenhagen Ø


 


 


 


 

















 


	
  List of Contents:

  
	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Premises

  
	
  2

  	
   

  	
  Services

  
	
  3

  	
   

  	
  Effective Date

  
	
  4

  	
   

  	
  Layout

  
	
  5

  	
   

  	
  Use

  
	
  6

  	
   

  	
  Amount and Payment of Rent

  
	
  7

  	
   

  	
  Adjustment of Rent by Special Agreement

  
	
  8

  	
   

  	
  Adjustment of Rent by Statute

  
	
  9

  	
   

  	
  Deposit

  
	
  10

  	
   

  	
  Operating Costs

  
	
  11

  	
   

  	
  Heating Expenses

  
	
  12

  	
   

  	
  Other Costs and Expenses

  
	
  13

  	
   

  	
  Disclaimer by Symbion

  
	
  14

  	
   

  	
  Insurance

  
	
  15

  	
   

  	
  Maintenance

  
	
  16

  	
   

  	
  Rebuilding, etc., by Lessee

  
	
  17

  	
   

  	
  Signs

  
	
  18

  	
   

  	
  Subletting

  
	
  19

  	
   

  	
  Assignment

  
	
  20

  	
   

  	
  Term and Termination

  
	
  21

  	
   

  	
  Compensation on Termination

  
	
  22

  	
   

  	
  Vacation of Premises

  
	
  23

  	
   

  	
  VAT

  
	
  24

  	
   

  	
  Contract Formalities

  
	
   

  	
   

  	
   

  
	
  Appendices:

  
	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Budget of Operating Costs and Heating
  Expenses

  
	
  2

  	
   

  	
  Check-list Business Leases Act
  (Erhvervslejeloven)

  
	
   

  	
   

  	
   

  



 


 


 


 


2

















 


 


 


1                      Premises


 


(1.1)                         The
Premises are located in the Property known as Symbion Science Park, at
Fruebjergvej 3/Gribskovvej 4, DK-2100 Copenhagen Ø, title no. 1185. The
tenancy comprises (incl. share in walls but excl. common area):


 


	
   

  	
  Room

  nr.

  	
   

  	
  Area

  	
   

  	
  Of which

  Inner room

  	
   

  	
  Of which

  laboratory

  	
   

  	
  Basement

  extra charge

  	
   

  
	
   

  	
  253

  	
   

  	
  197

  	
   

  	
  0

  	
   

  	
  119

  	
   

  	
  0

  	
   

  
	
   

  	
  K016

  	
   

  	
  0

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  64

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  
	
   

  	
  -

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
	
   

  	
  I alt

  	
   

  	
  197

  	
   

  	
  0

  	
   

  	
  119

  	
   

  	
  64

  	
   

  



 


(1.2)                         With the other lessess in the Property the Lessee has
access to common entrance areas (lobby, corridors, staircases, lifts), canteen
and restaurant facilities, common toilets, changing rooms, bicycle store and
parking space in the parking area of the Property; but Symbion may deal with
the said common areas at its discretion, e.g. by reserving  them for the exclusive use of the lessees of
the Property or any other specified parties.


 


(1.3)                         The Lessee may lease basement premises for storage
purposes by special agreement.


 


(1.4)                         The Lessee’s postal address will be:


 


                                                             Ciphergen
Biosystems A/S


                                                             Fruebjergvej
3, PO Box 253


                                                             DK-2100 Copenhagen Ø.


 


2                      Services


 


(2.1)                         Symbion will render basic services to the Lessee,
including:


 


	
   

  	
  (a)

  	
   

  	
  Reception area, including reception of
  visitors, letters and parcels and booking of taxis.

  
	
   

  	
  (b)

  	
   

  	
  Telephone services, including answering of
  calls and taking of messages.

  
	
   

  	
  (c)

  	
   

  	
  Post, including sorting of letters and
  reception of parcels subject to notification from time to time of any parcels
  received.

  
	
   

  	
  (d)

  	
   

  	
  Conference facilities, including free use of
  conference rooms with standard AV equipment to the extent and on the
  conditions stipulated by Symbion.

  



 


 


3

















 


(2.2)                         In addition, the Lessee may select supplementary
services by special agreement and for a separate charge, including:


 


	
   

  	
  (a)

  	
   

  	
  Entrepreneur package, including bookkeeping
  and accounting assistance and

  
	
   

  	
   

  	
   

  	
  other assistance, etc.

  
	
   

  	
  (b)

  	
   

  	
  Laboratory package

  
	
   

  	
  (c)

  	
   

  	
  Service package

  
	
   

  	
  (d)

  	
   

  	
  Meals in canteen subject to purchase of
  vouchers

  



 


 


3                      Effective Date


 


(3.1)                         The lease shall become effective on 1 April, 2003
(hereinafter referred to as “the Effective Date”).


 


(3.2)                         Present
contract substitutes the lease dated 27 March, 2000.


 


4            Layout


 


(4.1)                         Lessee
is to undertake all renovation obligations as stated previously in the lease
dated 27 March, 2000.


 


(4.2)                         If the Premises contain any specific facilities or
installations, including laboratory facilities, taken over by the Lessee from
the previous lessee, the occupation report shall include a separate description
of any such facilities, etc.


 


(4.3)                         With
regard to taking up occupation, Symbion delivers the following services, which
are compulsory:


                                                


	
  Number

  	
   

  	
  Extra

  	
   

  	
  Description

  	
   

  
	
  1

  	
   

  	
  *

  	
   

  	
  Setting up of IP address as
  well as connection to the Research net/Internet and establishment of
  subscription to this, which can /automatically be annulled at termination of
  notice period of tenancy, at the earliest. Consumption is paid according to
  account.

  
	
  1

  	
   

  	
  *

  	
   

  	
  Telephone subscription
  comprising company’s main telephone number as well as establishment of
  subscription hereto, which can/automatically be annulled at termination of
  notice period of tenancy, at the earliest. Consumption is paid according to
  account. Connection of telephone occurs from one of the existing plugs in the
  rented area.

  
	
  1

  	
   

  	
   

  	
   

  	
  Nameplate interior

  
	
  1

  	
   

  	
   

  	
   

  	
  Nameplate exterior

  
	
  1

  	
   

  	
  *

  	
   

  	
  Key

  
	
  1

  	
   

  	
  *

  	
   

  	
  Access card

  
	
  1

  	
   

  	
   

  	
   

  	
  Post box in the post room
  incl. key

  
	
  *) Additional orders for
  marked services can be offered.

  
	
  All services mentioned above
  and any services not mentioned here, which are supplied on demand, are supplied
  and settled in relation to the, at any time, current price and supply terms
  of Symbion Science Park.

  



 


 


4

















 


The lessor requires the leased
premises to be photographed at the latest, 2 weeks after present contract has
been signed.


 


 


5                      Use


 


(5.1)                         The Premises shall be used for office and research
purposes, including development work, and shall not be used for any other
purpose without the written consent of Symbion.


 


(5.2)                         In connection with the use described in Clause 5.1,
the Premises may be used to a limited extent for production and trade, but the
Premises shall not be used for pure production or trading purposes or for
offices therefor.


 


(5.3)                         The Symbion management is entitled to receive
information with documentation about the business conducted by the Lessee from
the Premises.


 


(5.4)                         The Lessee represents that the Lessee will not carry
on any business from the Premises for which the location in the Property is of
material importance or significance. Consequently, the lease is not subject to
section 62 of the Business Leases Act (hereinafter referred to as “the Act”).


 


(5.5)                         The Lessee is aware of the EU and FDA rules on GMP
(Good Manufacturing Practice), according to which activities involving certain medicinal
and pharmaceutical products shall not be carried on from the same building.
Symbion is not responsible for ensuring the compliance by the Lessee or any
other lessees with the GMP rules.


 


(5.6)                         At the time of the Lease Agreement the Premises may be
used for the agreed purpose subject to applicable legislation, the existing
planning for the area (regional plan, municipal plan, local plan, etc.) and any
registered easements or covenants affecting the Property.


 


(5.7)                         The Lessee is responsible for ensuring that the
business conducted by the Lessee from the Premises does not conflict with
public regulations. If the nature of the business conducted by the Lessee from
the Premises necessitates the grant of any permit or licence from public
authorities, including building authorities, fire protection authorities,
public health authorities, environmental authorities, working environment
authorities or any other authorities, or requires any rebuilding or specific
installations or other facilities to be provided by order of public
authorities, the Lessee shall at its own expense obtain any such permits or
licences and take any such measures. The Lessee shall without undue delay
notify Symbion of any public requirements and shall submit copies to Symbion of
any public requirements and permits or licences.


 


(5.8)                         Symbion is entitled to lease other premises in the
Property for the same purpose as the Premises leased hereunder. Symbion will
endeavour to achieve the most expedient relative location of the respective lessees
of the Property, e.g. in such a way that any lessees which must be deemed to be
competitors are located at a certain distance from each other; but it is for
Symbion to determine the extent to which such factors can be


 


 


5

















 


                             considered.


 


6                      Amount and
Payment of Rent


 


(6.1)        The annual rent
constitutes:


                


	
  Room

  nr.

  	
   

  	
  Basic rent

  cf. §1.2

  and §1.3

  	
   

  	
  Basic
  service cf. §2.1

  	
   

  	
  Inner room
  discount cf. §6.3

  	
   

  	
  Laboratory extra charge cf. §6.4

  	
   

  	
  Basement
  rental cf. §6.5

  	
   

  	
  Total
  annual rent

  	
   

  	
  On account operation costs cf. §10

  	
   

  	
  On account heating contribution cf. §11

  	
   

  	
  Total rent

  	
   

  	
  Deposit
  cf. §9

  
	
  m2

  cost

  (DKK)

  	
   

  	
  2.123,00

  	
   

  	
  155,00

  	
   

  	
  -428,00

  	
   

  	
  322,00

  	
   

  	
  424,00

  	
   

  	
  -

  	
   

  	
  422,00

  	
   

  	
  247,00

  	
   

  	
  -

  	
   

  	
  (4/12 of

  the total annual rent)

  
	
  253

  	
   

  	
  418.231,00

  	
   

  	
  30.535,00

  	
   

  	
  0,00

  	
   

  	
  38.318,00

  	
   

  	
  0,00

  	
   

  	
  487.084,00

  	
   

  	
  83.134,00

  	
   

  	
  48.659,00

  	
   

  	
  618.877,00

  	
   

  	
  162.362,00

  
	
  K016

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  27.136,00

  	
   

  	
  27.136,00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  27.136,00

  	
   

  	
  9.046,00

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
  -

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  -

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  	
   

  	
  0,00

  
	
  Total

  	
   

  	
  418.231,00

  	
   

  	
  30.535,00

  	
   

  	
  0,00

  	
   

  	
  38.318,00

  	
   

  	
  0,00

  	
   

  	
  514.220,00

  	
   

  	
  83.134,00

  	
   

  	
  48.659,00

  	
   

  	
  646.013,00

  	
   

  	
  171.408,00

  



 


 


 


(6.2)                         The annual rent shall be payable in advance on 1
January, 1 April, 1 July, 1 October, the first payment to be made upon
signature of the Lease Agreement for the period from 1 April 2003 to 30 June
2003. The next payment shall be made on 1 July 2003 for the period from 1 July
2000 to 30 September 2003 and thereafter on the first day of each of the above
quarters.


 


(6.3)                         An annual discount of DKK 428.000 per sqm net area
will be deducted from the base rent for all interior rooms.


 


(6.4)                         For
all laboratory rooms, a compulsory annual extra charge of DKK 322,00 per square
metre net area laboratory, is to be paid.


 


 


7                      Adjustment of
Rent by Special Agreement


 


(7.1)                         The annual rent will be increased once a year, on the
1 January, by 4%.


 


(7.2)                         The rent will be adjusted on the basis of the current
annual rent for the month immediately before the adjustment takes effect.


 


 


6

















 


8                      Adjustment of
Rent by Statute


 


(8.1)                         Notwithstanding any provision on non-termination,
adjustment by special agreement or any other increases agreed upon, either
party may require the annual rent to be adjusted in accordance with the rent
legislation in force from time to time, e.g.


 


                             (a)           as
a result of changes in taxes and duties, cf. sections 10-12 of the Act;


                             (b)           at
market rent, cf. section 13 of the Act; or


                             (c)           as
a result of improvements, cf. sections 31-32 of the Act.


 


(8.2)                         Any taxes and duties payable in respect of the
Property as at 1 January 2002 are included in the annual rent. In case of any
future changes in taxes and duties, that date will be the reference date for
rent adjustments.


 


(8.3)                         The share of taxes and duties for the entire Property
which is payable in respect of the Premises is calculated in proportion to the
net area, cf. Clause 1.1, and any future adjustment shall be distributed on the
same basis.


 


(8.4)                         If the annual rent is adjusted in accordance with the
rent legislation in force from time to time, the rent adjustment agreed under
Clause 7.1 shall continue on the new basis.


 


9                      Deposit


 


(9.1)                         Upon signature of the Lease Agreement the Lessee shall
pay a deposit in cash equivalent to 4 months’ annual rent. No interest shall
accrue to the Lessee in respect of the deposit.


 


(9.2)                         The deposit shall serve as security for the Lessee’s
liabilities under the Act and this Agreement, including as security for the
Lessee’s liabilities in connection with the vacation of and any defects in the
Premises.


 


(9.3)                         The deposit shall be adjusted with the annual rent, so
that the deposit shall at all times correspond to the current annual rent in
respect of the agreed number of months.


 


(9.4)                         The Lessee may require the deposit to be released
within 45 days of vacation of the Premises, subject to any liability on the
part of the Lessee being set off against the amount released; also, the deposit
may be retained in part as security for any unliquidated liabilities.


 


10     Operating Costs


 


(10.1)                   In addition to the annual rent the Lessee shall pay
the proportion of the operating costs of the Property which is applicable to
the Premises, in so far as such costs are not included in the heating accounts
or otherwise charged separately:


 


                   (a)     Cleaning and window-cleaning,
including cleaning of exterior parts, lawn-mowing, weed control, flux, interior
cleaning of leased premises and common premises, washing of stairs,
window-cleaning, removal of graffiti and any other cleaning.


 


 


7

















 


                   (b)     Consumption of electricity, including
electricity tax, Co2 tax (electricity) for lighting of common areas and
entrances, operation of technical installations, including lifts, ventilation
system, etc.


 


                   (c)     Burglary and security system,
including access control, technical monitoring, alarm, sprinkler system, fire
fighting equipment and fire technology officer.


 


                   (d)     Maintenance of common areas,
including installations and surrounding areas.


 


                   (e)     Refuse collection and snow-clearing,
including flux.


 


                   (f)      Preparation of joint accounts


 


(g)              Insurances,
including buildings and fire insurance, any applicable insurance of fixed
glass, chattels and sanitary ware, as well as a Falck salvage services
subscription and fire contribution.


 


(h)              Service subscription, property/installations  including
telephones, elevators and other technical installations in the property.


 


(i)                  Operations manager, including salary and telephone for operations manager.


 


(10.2)                   Operating costs for the entire Property shall be
apportioned to the individual premises leased in proportion to net areas, cf.
Clause 1.2.


 


(10.3)                   Symbion is entitled to claim reimbursement from the
Lessee of any extra costs due to the business carried on by the Lessee from the
Premises, e.g. extra costs for road charges, insurance, civil defence, etc.


 


(10.4)                   The attached budget of the estimated amount of
operating costs as currently ascertained shall constitute an integral part of
this Agreement, cf. Appendix 1.


 


(10.5)                   The Lessee shall pay operating costs as from the date
of occupation to the extent of a given proportion of the costs incurred
throughout the current accounting year.


 


(10.6)                   Symbion is entitled to claim payment with the rent of
an amount on account towards operating costs. The annual amount payable on
account has been fixed at DKK 422/sqm net area, to be paid in instalments with
the rent. The amounts on account are subject to revision by Symbion without
notice.


 


(10.7)                   Symbion will prepare accounts for operating costs as
at 1 January every year and will submit the accounts to the Lessee within 4
months thereafter.


 


(10.8)                   Any supplementary amounts or refunds payable according
to the accounts shall fall due for payment in cash 14 days after submission of
the accounts.


 


11     Heating Expenses


 


(11.1)                   The Property is heated by district heating.


 


(11.2)                   The Premises will be supplied with heating and hot
water.


 


(11.3)                   The heating accounts will include all expenses
incidental to heating and hot-water


 


 


8

















 


                supply,
including:


 


                   (a)     Fuel expenses, including fuel
expenses and/or charges payable to supply company, Co2 tax (heating), coal tax
and oil tax.


 


                   (b)     Supervision and repairs,
including maintenance of system for heating, hot- and cold-water supplies,
including firing plant/heat exchanger, pumps, heating pipes and radiators,
except for radiator valves, plant for heating, storing and distribution of hot
service water, hot-water unit and installations for monitoring and control of
heating and hot water.


 


                   (c)     Water and water distribution charge


 


                   (d)     Attendant responsible for heating system


 


                   (e)     Administration of heating accounts


 


                   (f)      Heat control scheme (VKO)


 


(11.4)                   Heating expenses shall be calculated for the entire
Property including common areas, and all expenses shall be apportioned to the
individual premises leased in proportion to net areas, cf. Clause 1.2.


 


(11.5)                   The attached budget of the estimated amount of heating
expenses as currently ascertained shall constitute an integral part of this
Agreement, cf. Appendix 1.


 


(11.6)                   The Lessee shall pay heating expenses as from the date
of occupation in proportion to the expenses for the full current accounting
year.


 


(11.7)                   Symbion is entitled to claim payment with the rent of
an amount on account towards heating expenses. The annual amount payable on account
has been fixed at DKK 247/sqm net area, to be paid in instalments with the rent
and subject to variation by Symbion without notice.


 


(11.8)                   Symbion will prepare heating accounts on 1 January
every year, submitting the accounts within 4 months thereafter. Section 51(1)
and (2) of the Act concerning the time limit for submission of heating
accounts, etc., and the effects of non-compliance with such time limit shall
not apply to the lease.


 


(11.9)                   Any supplementary amounts or refunds payable according
to the accounts shall fall due for payment in cash 14 days after submission of
the accounts, and section 50 of the Act shall not apply to the lease.


 


(11.10)             Upon vacation of the Premises the Lessee shall pay any
applicable meter reading charge to the heating supply company.


 


(11.11)             Symbion accepts no liability for disruption of the
heat and hot-water supply but shall remedy any such disruption as soon as
possible. During the summer period Symbion is entitled to cut off the hot-water
supply for up to 28 days for the purpose of facilitating inspection, etc., of
the system.


 


(11.12)    The Lessee shall keep the Premises frost-free.


 


 


9

















 


12     Other Costs and Expenses


 


(12.1)                   The Lessee shall pay all costs incidental to its own
consumpton of electricity direct to the supplier.


 


(12.2)                   Where the Premises are not provided with a meter, but
where premises under several leases are connected to the same meter, the total
costs shall be apportioned in proportion to net areas.


 


13     Disclaimer by Symbion


 


(13.1)                   Symbion accepts no liability for temporary disruption
of the supply of water, electricity, etc., or refuse collection, but shall
remedy any such disruption where caused by Symbion’s systems or resulting from
Symbion’s cleaning or maintenance obligations.


 


14     Insurance


 


(14.1)                   Symbion shall keep the Property covered under a
buildings and fire insurance, including glass insurance, interior as well as
exterior. The Lessee shall personally take out any other insurance cover.


 


15     Maintenance


 


(15.1)                   The Lessee shall carry out and pay for the maintenance
of the Premises, including


 


(a)              Interior surfaces and coating for ceilings, walls,
floors, doors, windows, woodwork and pipes as well as
flagstones, tiles, linoleum, carpeting or other
flooring.


(b)              Non-load-bearing dividing walls in the Premises as
well as interior and exterior doors belonging to the rented premises, out
towards the common area.


                   (c)     Door handles, hinges and mountings, locks
and keys.


                   (d)     Drainage installations in the Premises
until branching-point from downpipe, including branches crossing the Premises
from drains in upper floors, but only from water seal.


                   (e)     Cold-water installations from
branching-point from through-going lines.


                   (f)      Electric installations from main panel,
including wires, switches, plugs and high-sensitivity earth-fault circuit
breaker.


                   (g)     Fittings and mountings, valves and control
levers for heat, water, drains, etc.


                   (h)     Plumbing, including toilets, sinks and wash
basins, shower cabins, etc.


                   (i)      Cloakroom, toilet, bathroom and kitchen
furniture and equipment.


                   (j)      White goods for freezing, refrigerating,
cooking, dish-washing, washing, drying, etc.


                   (k)     Other similar equipment appurtenant to the
Premises.


 


(15.2)                   “Maintenance” shall mean repair and replacement
(renewal).


 


(15.3)                   The duty of maintenance shall apply, whether rendered
necessary by ordinary wear and tear, misuse or abnormal use or operation,
technical obsolescence, accidental loss or damage for which a third party is
liable.


 


 


10

















 


(15.4)                   Maintenance works for which the Lessee is responsible
shall be carried out immediately when a defect has been ascertained. In case of
any failure by the Lessee to carry out such work despite reasonable notice
being given, Symbion is entitled to have the relevant work done at the Lessee’s
expense. The reimbursement of any such expenses shall constitute a contractual
liability as between Symbion and the Lessee.


 


(15.5)                   Symbion and its technicians and experts are entitled
to enter upon the Premises during normal working hours to prepare or carry out
maintenance work, subject to giving one week’s notice in the case of preparing
and 8 weeks’ notice in the case of carrying out work. The work shall be carried
out in such a manner as to cause the Lessee as little inconvenience as
possible. Symbion and its technicians and experts are further entitled to enter
upon the Premises without notice where urgent intervention or repairs make such
action necessary.


 


(15.6)                   Any deterioration of the useful value of the Premises
due to work carried out by Symbion in connection with the maintenance of the
Premises, common areas, entrances or of the Property in general, whether
building parts, installations or the like, will not entitle the Lessee to a
proportionate reduction or compensation. This shall apply to the period during
which the work is being carried out as well as to the period from the time when
the defects to be remedied were ascertained until the implementation of the
work, due to delays in delivery of materials, in securing the services of the
builders normally working on the Property, weather conditions or any other
matters beyond the control of Symbion.


 


(15.7)                   Any defects in the Premises or damage to the property
of the Lessee caused by accident, such as precipitation, or by the action of a
third party, such as other users of the Property, will not entitle the Lessee
to a proportionate reduction or compensation.


 


16     Rebuilding, etc., by Lessee


 


(16.1)                   Any rebuilding, installation, repairs or facilities
required by public authorities, including building authorities, fire fighting
authorities, public health authorities, working environment authorities or any
other authorities, as conditions for the business conducted by the Lessee from
the Premises shall be carried out by the Lessee at its own expense, whether
such requirements are specified on the Effective Date of the Lease Agreement or
subsequently thereto. The provisions set out in Clauses 16.2 and 16.3 shall
apply to any such alterations.


 


(16.2)                   Section 38(1) of the Act shall not apply to the lease;
accordingly, the Lessee is only entitled to carry out installations or
rebuilding in respect of the Premises, common areas or the structure of the
building subject to the written consent of Symbion or to the extent that the
Lessee is entitled thereto under mandatory statutory provisions, currently
sections 37 and 38(2) of the Act.


 


(16.3)                   The Lessee shall reinstate the Premises unless waived
by Symbion. The Lessee shall upon demand provide security for the said duty of
reinstatement, covering all costs incidental thereto. The security may be
required to be adjusted once a year to reflect the


 


 


 


11

















 


                movement
of prices.


 


17     Signs


 


(17.1)                   Any placing of signs, advertisements, marquees, etc.,
on or near the Premises shall be subject to the prior written approval of
Symbion.


 


(17.2)                   Upon vacation of the Premises the Lessee shall ensure
full reinstatement of facades, signposts, etc., and shall remove any trace of
objects left on or affixed to the Premises under Clause 17.1 unless waived in
writing by Symbion.


 


18     Subletting


 


(18.1)                   The Lessee is not entitled to transfer the use of the
Premises to any other party - whether in whole or in part.


 


(18.2)                   The Lessee is not entitled to sublet or sublease the
Premises - whether in whole or in part.


 


19     Assignment


 


(19.1)                   The Lessee is not entitled to assign the lease -
whether in whole or in part, and section 55 of the Act shall not apply to the
lease.


 


20     Term and Termination


 


(20.1)                   The lease shall be for a fixed term of 3 years and
shall terminate without notice for vacation on 31 March 2006 (hereinafter
referred to as “the Vacation Date”), provided always that the Lessee may give 6
months’ notice to terminate the lease on the first day of any month.


 


(20.2)                   It is the object of Symbion to run a science park,
attracting domestic and foreign, private and public research projects and
facilitating the establishment of new research- and development-based
businesses. In order to achieve this object it is necessary to ensure that
leases are short to make room for other projects and new-established
businesses. This is the reason for the fixed term as set out in Clause 20.1.


 


21     Compensation on Termination


 


(21.1)                   Sections 66 and 67 of the Act shall not apply to the
lease.


 


22     Vacation of Premises


 


(22.1)                   Upon termination of the lease all buildings erected on
the Property including all fixtures and fittings shall remain the property of
Symbion.


 


(22.2)                   Provided always that the Lessee shall remove all
chattels and contents as well as all technical installations paid for by the
Lessee, such as office furniture, machinery and


 


 


 


12

















 


                             equipment not forming part of the
Property, subject to reinstating the Premises in their original condition. The
Lessee shall further remove any facilities, installations, etc., taken over
from the previous lessee, cf. Clause 4.2.


 


(22.3)                   Any alterations of the layout of the Premises shall be
restored prior to the Vacation Date, so that the Premises appear in their
original layout at the commencement of the lease. The same shall apply to any
alterations approved by Symbion except in the case of Symbion’s written waiver
thereof. Section 75 (2) of the Act shall not apply to the lease.


 


(22.4)                   Prior to the Vacation Date the Premises shall be
repaired by the Lessee and shall be delivered up freshly painted and with new
carpets.


 


(22.5)                   Upon termination of the lease the Lessee shall no
later than 12.00 noon on the date on which the Premises are to be vacated, even
if this is a public holiday or a day preceding a public holiday, deliver up the
Premises cleared, cleaned and in contractual condition and shall return all
keys.


 


(22.6)                   In case the condition of the Premises fails to meet
the above specifications on the Date of Vacation, Symbion may at its discretion
either repair the Premises at the expense of the Lessee or claim payment in
cash of any expenses expected to be incurred for the purposes of such repairs.
In addition, Symbion may claim payment of any amount payable under the Lease
for the period actually or potentially required for the completion of repairs.
Any claim by Symbion shall not depend on whether or not any such repairs are
actually carried out.


 


(22.7)                   As soon as possible after the Vacation Date the Lessee
and Symbion shall once again inspect the Premises for any failure as set out in
Clause 22.6. A report on vacation shall be prepared and be signed by both parties.
If the Lessee does not take part in the inspection of the Premises, the report
shall be submitted to the Lessee in time for it to reach the Lessee within four
weeks of vacation. Provided always that Symbion is entitled to raise claims in
respect of the condition of the Premises even after the end of the said period,
since section 74(2) of the Act shall not apply to the lease.


 


23     VAT


 


(23.1)                   In its capacity of owner of the Property Symbion has
submitted to voluntary registration for the leasing of property in accordance
with VAT legislation. Consequently, the annual rent, deposit, heating and other
payments under this Agreement shall be subject to VAT, including any future
statutory payments in accordance with the provisions in force from time to time.


 


24     Contract Formalities


 


(24.1)                   Symbion has urged the Lessee to obtain legal
assistance for the purpose of the conclusion of this Agreement.


 


(24.2)                   The Lessee has received a copy of the check-list
prepared by the Ministry of Housing and has duly read the contents thereof.


 


 


 


13

















 


(24.3)                   Each party shall pay its own professional fees.


 


 


 


	
  Copenhagen, the 17th of January,
  2003

  	
   

  	
  Fremont, California, the 24th of
  February, 2003

  
	
   

  	
   

  	
   

  
	
  For Symbion:

  	
   

  	
  Lessee: 
  Ciphergen Biosystems A/S

  
	
  Brian List, Property Manager

  	
   

  	
  Daniel M. Caserza, Corporate Controller

  



 


 


 


 


 


14

















 


 


Appendix 1            Budget
for Operating Costs and Heating Expenses


 


Operating Costs


 


With reference to Clause 10 of
the Lease Agreement the budget for the annual operating costs for 2001 contains
the following items:


 


 


	
  Cleaning of all areas, including window
  cleaning

  	
   

  	
  DKK

  	
   

  	
  976,000

  	
   

  
	
  Electricity consumption

  	
   

  	
  DKK

  	
   

  	
  575,000

  	
   

  
	
  Burglary and security system

  	
   

  	
  DKK

  	
   

  	
  150,000

  	
   

  
	
  Maintenance of common areas of Property

  	
   

  	
  DKK

  	
   

  	
  250,000

  	
   

  
	
  Refuse collection and snow-clearing

  	
   

  	
  DKK

  	
   

  	
  250,000

  	
   

  
	
  Preparation of joint accounts

  	
   

  	
  DKK

  	
   

  	
  40,000

  	
   

  
	
  Insurance premiums, fire contribution to

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Municipality of Copenhagen

  	
   

  	
  DKK

  	
   

  	
  85,000

  	
   

  
	
  Service subscription, property/installations

  	
   

  	
  DKK

  	
   

  	
  180,000

  	
   

  
	
  Sprinkler charge

  	
   

  	
  DKK

  	
   

  	
  7,000

  	
   

  
	
  Operations manager

  	
   

  	
  DKK

  	
   

  	
  1,404,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total operating costs

  	
   

  	
  DKK

  	
   

  	
  3,917,000

  	
   

  



 


Operating costs to be
apportioned on the basis of an area of 9,295 sqm.


 


For the individual premises
leased this represents costs (on account) amounting to DKK 422,000 per sqm per
year.


 


Heating Expenses


 


With reference to Clause 11 of
the Lease Agreement the budget for the heating accounts provides for the
following expenses for 2001:


 


	
  Fuel expenses

  	
   

  	
  DKK

  	
   

  	
  1,608,000

  	
   

  
	
  Attendance and repairs, including maintenance

  	
   

  	
  DKK

  	
   

  	
  120,000

  	
   

  
	
  Administration of heating accounts

  	
   

  	
  DKK

  	
   

  	
  40,000

  	
   

  
	
  Attendant responsible for heating system

  	
   

  	
  DKK

  	
   

  	
  234,000

  	
   

  
	
  Water and water distribution charge

  	
   

  	
  DKK

  	
   

  	
  280,000

  	
   

  
	
  Heat control scheme (VKO)

  	
   

  	
  DKK

  	
   

  	
  12,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total heating expenses

  	
   

  	
  DKK

  	
   

  	
  2,294,000

  	
   

  



 


Heating expenses to be
apportioned on the basis of an area of 9,295 sqm.


 


For the individual premises
leased this represents costs (on account) amounting to DKK 247.00 per sqm per year.


 


 


 


 


 


 


15