Exhibit 10.11


LEASE


Signed between


TERINVEST SA, rue
du Mont-de-Sion 12, 1206 Geneva 


Owner of the building located at chemin de la
Papeterie, Versoix (the “Building”)



Hereafter
the “Lessor”


And 


COTY GENEVA SA, Rue
de Lyon 87, Geneva 


Hereafter
the “Lessee”


[handwritten] cc: Vincent 5.8.2011 for the
guarantee 


[four signatures] 1









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 PREMISES

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.1

 	
  

 	
 Definition of the surface area 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Lessor shall lease to the Lessee, in
 the Building, the following surface areas, the location and dimensions of which
 are set forth in the plans that are attached (Annex 1), and which make up an
 integral part of this contract. 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Level

 	
  

 	
 Surfaces

 	
  

 	
 Base Rent upon the Closing of the Lease

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 CHF/m2

 	
  

 	
 Total CHF per year

 
	
  

 	
 4th

 	
  

 	
 3153 m2

 	
  

 	
 330,161

 	
  

 	
 1,041,000.00

 
	
  

 	
 3rd

 	
  

 	
 1154 m2

 	
  

 	
 310.22

 	
  

 	
 358,000.00

 
	
  

 	
 Ground Floor

 	
  

 	
 413.5 m2

 	
  

 	
 249,093

 	
  

 	
 103,000

 
	
  

 	
 17 parking spaces

 outside

 	
  

 	
  

 	
  

 	
 150 Fr/month/space

 	
  

 	
 30,600

 
	
  

 	
 38 parking spaces

 inside

 	
  

 	
  

 	
  

 	
 CHF 250/month/space

 	
  

 	
 114,000

 
	
  

 	
 TOTAL

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,646,600

 






	
  

 	
  

 	
  

 
	
  

 	
 The Lessor agrees furthermore to contact
 the Lessee before anyone else if he receives any offer to rent the space
 located on the 3rd floor, in order for the Lessee to be able to
 notify the Lessee whether he firmly intends to rent said premises or not, under
 conditions that are identical to those offered in the proposal made to the
 Lessor. The Lessee shall notify the Lessor of its intentions within five days
 from the notification of the offer. 

 
	
  

 	
  

 	
  

 
	
  

 	
 The 17 external parking spaces and the 38
 internal parking spaces shall be allocated to the Lessee according to the
 plans that are attached (Annex 3). 

 
	
  

 	
  

 	
  

 
	
  

 	
 6 visitor parking spaces are planned for
 the building. 

 
	
  

 	
  

 	
  

 
	
  

 	
 The Lessor accepts that the Lessee will
 have the exclusive use of the bathrooms located on the 4th floor
 of the building, in consideration of which, the Lessee agrees to ensure that
 these are properly maintained and that any repairs that arise in the course
 of normal use are carried out, as well as ensuring that any repairs are carried
 out that arise due to the inappropriate use of the facilities by the Lessee. 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2

 	
 Measuring the surface area 

 
	
  

 	
  

 	
  

 
	
  

 	
 The aforementioned surface areas are
 calculated based on the plans that are attached. They are subject to
 potential minor modifications that may be made to the general concept. The 

 


[four signatures] 2





amounts of the rental payments stipulated in
Article 1.1 will not be modified unless there is a difference of more or less
    5%, in the surface area that has been described. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.3

 	
  

 	
 Façade and roofing 

 
	
  

 	
  

 	
  

 	
  

 
	
 The right to make use of the exterior
 surfaces, the facades, and the roof that belong to the premises being rented
 belongs exclusively to the Lessor, with the exception of the illuminated sign
 (Art. 5.8) and the entryways into the ground floor (Art. 5.5.6). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 USE OF THE PREMISES 

 
	
  

 	
  

 	
 INDUSTRIAL AND ARTISANAL DEVELOPMENT AREA 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.1

 	
  

 	
 Authorized use 

 
	
  

 	
  

 	
  

 	
  

 
	
 The Lessee declares that he is perfectly aware of
     the fact that the Building is located in an area with industrial and artisanal
     development, and that as a consequence of this, the use that is made of
     the premises that are considered in this contract and the use that is made
     of the Building must conform to the zoning. 

 
	
  

 	
  

 	
  

 	
  

 
	
 The Lessee shall provide as an attachment
 (Annex 4) the positive pre-notification of the FTI that authorizes it to set
 up its business in an industrial and artisanal zone. The Lessee agrees not to
 change the use that is being made of the premises throughout the duration of
 the Lease inasmuch as such a change would lead to the activities of the
 Lessee no longer falling under admissible activities for areas that are zoned
 for industrial and artisanal use. Such a change would constitute a valid
 reason for cancelling the lease according to the stipulations of Article 266g
 of the code of obligations. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.2

 	
  

 	
 Required Authorizations 

 
	
  

 	
  

 	
  

 	
  

 
	
 The DCTI will examine whether the activities that
     the Lessee plans to carry out on the premises being rented conforms to the
     industrial and artisanal zoning following the request for the construction
     permit (APA) that the Lessee must make in order to carry out its own modifications
     to the premises being rented. The Lessee agrees not to submit for the consideration
     of the DCTI any changes that are not likely to be authorized based on applicable
     law and the current practices of the DCTI. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.3

 	
 Use by Third Parties 

 
	
  

 	
 2.3.1

 	
 Any sub-leasing of all or part of the
 premises is subject to the prior written consent of the Lessor. The Lessee
 will submit a written request for this authorization to the Lessor. 

 
	
  

 	
 2.3.2

 	
 The Lessor may refuse to authorize this,
 especially in cases where the Lessee expects to sub-let the premises to a
 third party who does not plan to use these for activities that are allowable
 in an industrial zone. 

 
	
  

 	
 2.3.3

 	
 The contract for sub-letting must
 incorporate all of Article 2.1 of this contract. 

 


[four signatures] 3









	
  

 	
  

 	
  

 
	
  

 	
 3

 	
 POSSESSION OF THE PREMISES, TERM,
 TERMINATION 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.1

 	
 Taking possession of the premises 

 
	
  

 	
  

 	
  

 
	
      3.1.1 Taking
 possession of the premises will happen on July 1, 2011.

 
	
  

 	
  

 	
  

 
	
      3.1.2 The
 premises will be handed over to the Lessee in the conditions defined in
 Article 5.1.1 of this contract. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.2

 	
 Term of the lease and termination 

 
	
  

 	
  

 	
  

 
	
      3.2.1 The
 lease is signed for a fixed term of 10 years, beginning from July 1, 2011,
 which is to say until June 30, 2021. 

 
	
  

 	
  

 	
  

 
	
      3.2.2 The
 Lessee may nevertheless exercise its early termination right, effective on June
     30, 2016, with it being specified that the Lessee must, in order to be able
     to validly exercise this early termination right, send
     the Lessor a written notice of its intent to terminate at least 12 months
     in advance, and this notification must
     be received by the Lessor by June 30, 2015. It is specified here
     that the Lessee’s right to early termination may only be exercised
     for all of the premises and the parking areas that are contained in the
     Lease, with partial termination of the Lease not being allowed. 

 
	
  

 	
  

 	
  

 
	
      3.2.3 12
 months before the expiry of the initial term of the Lease, which is to say by
 June 30, 2021, the parties must notify each other in writing of their
 intentions regarding the termination or renewal of this Lease. Any silence
 in regard to this will be considered as acquiescence to continuing this Lease
 for a duration of five years, and so on, successively, in terms of five years
 at a time. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4

 	
 RENT AND OTHER RELATED OBLIGATIONS

 
	
  

 	
  

 	
  

 
	
  

 	
 4.1

 	
 General issues

 
	
  

 	
  

 	
  

 
	
 The base amount of the rent is set based on
 the surface area being rented under Article 1.1. It is due ahead of
 time, at the latest on the first day of each month for the month in progress,
 and the first due date is October 1, 2011, at the latest, for the month of
 October 2011. 

 
	
  

 	
  

 	
  

 
	
 The rent
 payments for July through to September 2011 (included) are offered by the
 Lessor (rent-free period). 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.2

 	
 Rent payments upon the conclusion of the
 lease 

 
	
  

 	
  

 	
  

 
	
 The annual base rent according to Article
 1.1 is CHF 1,646,600.00 (One million six hundred and forty-six thousand six
 hundred Swiss Francs), or CHF 137,216.65 per month (One hundred and
 thirty-seven thousand two hundred and sixteen francs and sixty-five centimes).
 

 
	
  

 	
  

 	
  

 
	
 The rent is understood not to include
 taxes. Nevertheless, the Lessor reserves the right to invoice for the rent +
 VAT through the term of the lease. 

 


[four signatures] 4







4.3         Adjustments
to the Rent after the Beginning of the Lease


4.3.1      The annual
base rent under Article 1.1 will be adapted based on the changes to the
Swiss consumer pricing index calculated by the OFIAMT, according to the
following formula.


Annual rent x new index = new rent


     Base index 


4.3.2      The base
index is the one from April 2011, which is to say 100.8 points (The base for
December 2010 = 100 points). 


4.3.3      The
adjustments to the rent will be made on a yearly basis, on the 1st
of January of each year, and the first adjustment will be on January 1st,
2013. The new annual applicable base rent is always determined based on the
Swiss consumer pricing index in effect for the month of October of the previous
year (which is to say October 2012 for the first index). 


4.4         Auxiliary
Charges and General Charges


Auxiliary charges and general charges are not
included in the annual base rent and will be the responsibility of the Lessee. 


Auxiliary charges: hot water,
heating and cooling. 


4.4.1      Auxiliary
charges are all charges for heating and hot water, as well as charges for
cooling. The provisions related to the auxiliary charges are set at CHF 30/m2/year.
For this purpose, the Lessee must make a monthly deposit of CHF 11,801.25 over
and above the rent and the provisions for general charges, payable in advance,
at the latest on the last day of the month for the following month, the first
time on a prorated basis, counting from the date that the Lessee takes
possession of the premises. 


The following in particular are considered to
be charges for heating, hot water, and cooling: 



	
  

 	
  

 
	
 −

 	
 The electricity that is used to run the heating and
 ventilation/cooling equipment;

 
	
 −

 	
 Cleaning, maintenance and periodic review of the heating and
 ventilation/cooling equipment; 

 
	
 −

 	
 Costs for the power for heating and ventilation/cooling; 

 
	
 −

 	
 Management costs for establishing the breakdown of costs for heating,
 hot water, and cooling, to a maximum up to the rates that are in effect at the
 USPI of Geneva. 

 


[four signatures] 5





4.4.2       In
    the course of the first six months of each year, the Lessor will establish
    a breakdown of the charges that were made for the period from January 1st
to December 31st of the previous year. If the effective cost of the
auxiliary charges ought to have been substantially different from the total
amounts actually paid, these will be automatically reviewed. The Lessee agrees
to pay any excess amounts within a term of 30 days after he receives its final
statement. 


4.4.3       If the
total of the amounts paid is more than the actual auxiliary charges, the Lessor
agrees to deposit the excess amount to the Lessee within a term of 30 days
after the final statement has been sent. 


4.4.4       The Lessor
reserves the right to set a new amount for the deposits based on the statement
from the previous year. The Lessee takes note of this and acknowledges that due
to the fact that this is the first time the Lessor is renting the Building, the
amount of the charges has only been able to be set based on an estimate for the
auxiliary charges and that these may in fact be substantially less or more. 


4.4.5       The
    Lessee must carry out a review of the general statement and of the accompanying
accounting documents within 30 days of receiving the final statement. If
he does not raise any objection to it during this period, the general statement
will be considered to have been accepted. 


General charges: 



	
  

 	
  

 	
  

 
	
 4.4.6

 	
 The
general charges are common charges that include the following costs and fees:

 
	
  

 	
  

 	
  

 
	 	
 −

 	
 Lighting of the public/common areas;

 
	 	
 −

 	
 Maintenance of access routes and roads, including snow removal and
 salting; 

 
	 	
 −

 	
 Heating, cooling and water consumption for common areas; 

 
	 	
 −

 	
 Maintenance of smoke detectors and installation of fire extinguishers
 in common areas; 

 
	 	
 −

 	
 Water consumption in common areas and for heating and
 ventilation/cooling; 

 
	 	
 −

 	
 Payments for maintenance and monitoring services and for other
 maintenance fees regarding all of the machines used by everyone, in
 particular the elevators, the automatic doors, and flat roofs;

 
	 	
 −

 	
 The cost of running wiring to the elevator phone and for the phone
 lines;

 
	 	
 −

 	
 Power consumption for external lighting and lighting for the common
 areas of the building, the elevators and any shared electrical installations;

 
	 	
 −

 	
 The salary of the concierge, including benefits and the charges for
 the cleaning companies, and in addition the costs for replacing the
 concierge;

 
	 	
 −

 	
 Maintenance and periodic review of the system for controlling access
 to the building; 

 


[four signatures] 6









	
  

 	
  

 	
  

 
	 	
 −

 	
 Treatment and storage of garbage, installation of garbage compressor,
 drains and sewers;

 
	 	
 −

 	
 Purification fees, treatment of grey water

 
	 	
 −

 	
 Cleaning and unplugging the drains for grey water; 

 
	 	
 −

 	
 Management honoraria and management fees for establishing the
 breakdown of the general charges, to the maximum amount according to the
 rates in effect of the Management Society of Geneva. 

 



4.4.7      The
provisions that make up general charges are set at CHF 30.00/m2 per
year. The Lessee shall make a monthly deposit of CHF 11,801.25 to provide for
the general charges, over and above the rent and payments for auxiliary
charges, payable ahead of time at the latest on the last day of the month for
the following month, the first time on a prorated basis counting from the date
that he takes possession of the premises. 


4.4.8      In the
course of the first six months of the year, the Lessor will establish a
statement of the charges that is valid for the period going from January 1st
through to December 31st of the preceding year. If the effective
cost of the general charges ought to have been substantially different from the
total amounts actually paid, these will be automatically reviewed. The Lessee
agrees to pay any excess amounts within a term of 30 days after he receives its
final statement. 


4.4.9       If the
total of the amounts paid is more than the actual general charges, the Lessor
agrees to deposit the excess amount to the Lessee within a term of 30 days
after the final statement has been sent. 


4.4.10     The
Lessor reserves the right to set a new amount for the deposit based on the
statement from the previous year. The Lessee takes note of this and
acknowledges that due to the fact that this is the first time the Lessor is
renting the Building, the amount of the charges has only been able to be set
based on an estimate for the auxiliary charges and that these may in fact be
substantially less or more. 


4.4.11     The Lessee
must carry out a review of the general statement and of the accompanying
accounting documents within 30 days of receiving the final statement. If
he does not raise any objection to it during this period, the general statement
will be considered to have been accepted. 


Method of Distribution: 


4.4.12     The
distribution of the auxiliary and general charges between the different lessees
will be done based on the surface area being leased. Contributions will be
fairly weighted in order to take into account the respective use of surface
area. Therefore, in particular, for the surface area being rented by the
Lessee, he will only pay 25% of the auxiliary and general charges for this
surface area of the deposit. 


4.4.13     If the
accrued consumption or use by one or more of the lessees of the Building should
cause an important increase in one or another of the categories of charges
listed in 4.4.6 above, the distribution in proportion of the surfaces being
rented will be reviewed as a consequence of this, and, inasmuch as


[four signatures] 7





Possible, additional fees that are the
responsibility of the Lessee(s) responsible for the accrued use. 


4.4.14     For
vacant surface area, in accordance with Article 7 line 2 OBLF and inasmuch as
the conditions imposed by this article are respected, the Lessor shall assign
two thirds of the auxiliary charges to the Lessee according to the distribution
    in proportion of the aforementioned surface areas. The remaining third of
    the auxiliary charges will be divided among the other lessees of the Building,
based on the surface areas that each one rents and on the other criteria for
weighting the usage that are applicable. 


4.5
         Late Interest
Payments


If there is a delay in making payment, any
fees for reminders and for seeking payment as well as late interest payments
shall be applied to the party in arrears. 


4.6         Bank
Guarantee


The Lessee shall provide the Lessor with a
bank guarantee or a joint surety bond, issued by a first class banking
establishment, for an amount equal to 3 months of rent, which is to say CHF
411,650.00 (four hundred and eleven thousand six hundred and fifty Swiss
Francs), in order to cover all of the obligations arising from this lease. 


4.7         Taxes,
tariffs and contributions


Taxes, tariffs, contributions and expenses,
such as electricity, gas, and the telephone, that exclusively involve the
Lessee or its business, shall be entirely its responsibility. 


4.8         Renovations
and Adaptations to the Building


4.8.1      The Lessee
is reminded that the Building will be undergoing several adaptation projects
being undertaken by the other lessees who will be occupying the Building, which
will inevitable cause some inconveniences. The Lessee waives the right to
request any reductions in rent or compensation ahead of time from the Lessor
related to these inconveniences. 


4.8.2      The Lessee
is reminded that, if through the time of the lease, the owner undertakes
significant renovation or improvement projects to the Building, the Lessee will
only be able to request any payment or compensation due to the inconveniences
if these inconveniences occur directly in the areas that he rents or if they
interrupt the supply of electricity. 


4.8.3      The Lessee
is reminded that, throughout the time of this contract and any renewals to it,
if the Lessor should need to carry out any significant renovation or
improvement projects in the Building, in the meaning of Articles 269a, 


[four signatures] 8





and b of the Code of Obligations and 14 of
the Ordinance on leases – then the rent may be changed based on these
supplementary services, in accordance with the applicable dispositions
regarding these matters and notwithstanding the clause on indexation of the
lease, with the exception of work that concerns the cooling and heating. 


	
  

 	
  

 	
  

 
	
 5

 	
  

 	
 INVENTORY UPON ENTRY, INTERIOR FEATURES OF THE
       PREMISES AND USE OF THEPREMISES

 
	
  

 	
  

 	
  

 
	
 5.1

 	
  

 	
 Inventory upon entry

 



5.1.1      The Lessor
will deliver the possession of the premises to the Lessee in the state
described in the technical description that is attached (Annex 2), which makes
up an integral part of this lease, and in a state that is legally in conformity
with the use for which the premises are being rented. 


5.1.2      Any
adaptations, construction or installations that are not included in the
technical description that is attached will be considered to be an adaptation
to the interior of the premises as per Article 5.2 following and will be the
responsibility of the Lessee, who will pay for them. Nevertheless the Lessor
will participate in paying for the costs of adaptations to the interior of the
Building invested by the Lessee in the amount of CHF 700,000.00, which will be
paid out to the Lessee on March 31, 2012. A supplementary payment of CHF
500,000.00 will be due to the Lessee, but only on condition that this Party
does not exercise its early termination right as provided
for in Article 3.2.2. This amount will then be due to the Lessee on July 1st,
2016. 


5.1.3      The Lessee
declares that he has carefully examined the plans and is familiar with the
premises, because he has visited them. 


5.2          Adaptations
to the Interior of the Premises Paid For by the Lessee


5.2.1       The
Lessee will take charge of the adaptations to the interior of the premises and
is submitting as of now the plans for the adaptations to the interior as an
annex (Annex 4) to the Lessor, who affirms that he is in agreement in principle
with such changes. 


5.2.2      For any
adaptation projects belonging to the Lessee, the Lessee is free to choose its
    contractors. The Lessee will nevertheless ensure as much as possible that
    he hires companies that can guarantee that they will install up-to-date equipment,
    especially for ventilation and air cooling purposes. 


5.2.3      The Lessor
waives the right to demand that the premises be returned to their original
condition for any adaptations that he may have accepted, except for the
technical areas such as the laboratories, and the two openings in the façade,
which must be returned to their original state if the premises are returned, as
well as for the sign, which must be removed. In exchange, the Lessee waives all
right to seek compensation or to seek any payment at the end of the lease from
the Lessor due to any potential added value of the premises that arises from
the adaptation projects undertaken on these. 


[four signatures] 9





5.3 Legal Mortgage on Artisans
and Entrepreneurs


The Lessee will take all necessary measures in
order to prevent a legal mortgage for artisans and entrepreneurs, either
final or temporary, from being placed on the Lessee arising from the adaptation
projects carried out on the premises. 


In the extremely unlikely event that such a
legal mortgage should be registered nevertheless, whether provisional or
preliminary to a provisional one, the lessee will immediately take all
necessary measures to seek its cancellation, if applicable, by providing
sureties in the meaning of Article 839, line 3 of the CCS. He will furthermore
be obliged to pay to the Lessor all of the fees and costs arising from its action. 


5.4          Construction
Permit and  Police Authorization


It is the Lessee’s responsibility to request
all the required authorizations for the execution of the adaptation projects
and for operating its business on the premises. If it so wishes, the Lessor may
support the Lessee in its efforts in this regard inasmuch as this is possible.
The costs related to obtaining these permits will nevertheless correspond
entirely to the Lessee. 


5.5          Use
and maintenance of the Subject of the Premises


5.5.1      The Lessee
agrees to keep the rented premises in good and clean condition in conformity
with Article 257fCO. He is responsible for all damages that are not the
consequence of a conforming use according to this contract, to the
provisions of the Code of Obligations, and to other applicable regulations.
It is incumbent upon the Lessee to proceed to carry out the necessary work in
    its premises in order to prevent any potential damage, with the Lessor not
    being responsible at all in relation to the interior adaptations to the premises. 


5.5.2      The Lessee
agrees from this moment forth to respect the stipulations of any potential
house rules that may be drawn up by the Lessor. 


5.5.3      The Lessee
shall accept the installation of tubes, pipes, cables, etc., in the
ceiling or under the floor of its premises, without the right to require any
compensation. 


5.5.4      The Lessee
shall use the premises at lease in such a manner as to avoid bothering nor
annoying the other lessees. The premises may not be used in any other manner
than that contained in the authorized uses as per Article 2.1 of this contract.



5.5.5      If the
Lessee wishes to make changes to the premises or to its own adaptations to the
    premises being rented, he shall request the previous written consent of the
    Lessor. 


5.5.6      In
accordance with the plans for the adaptations that are attached in annex
(Annex 4), the Lessor authorizes the Lessee to carry out two openings to the
façade on the ground floor (southern face of the building). 


5.6
         Access cards


[four signatures] 10





The cost for buying and programming the
access cards for the main building, in respect to the covered parking, will be the
responsibility of the Lessee, who will indicate to the Lessor how many cards he
will need. 


5.7          Insurance,
Security


5.7.1      The Lessor
will pay at its own cost the usual insurance payments against fire, water
damage, and third party liability insurance covering the premises given to the
Lessor, as well as for the common areas of the building. It is specified that
the interior adaptations to the premises carried out by the Lessee under Articles
    5.2 or 5.5.5 of this contract will not be covered by the insurance policy
    that is taken out by the Lessor, with the latter not assuming any liability
in regards to the interior adaptations made to the premises by the Lessee. 


5.7.2      It shall
be incumbent upon the Lessee, if he deems that this is useful, to take out
insurance policies on fire, water damage, and third party liability insurance
covering the internal adaptations made to its premises. All insurance policies
related to running its business, such as insurance against theft, shutdowns,
    and insurance covering the personnel and the assets of the Lessee, shall
    also be the responsibility of the Lessee. The Lessee shall get an
insurance policy for third party liability. 


5.7.3      The Lessor
will not accept any responsibility for damages done to windows, shelving,
display cases, glass walls, signs, signs with lights, etc. It is the
responsibility of the Lessee to insure itself sufficiently against damages of
this type. The Lessee is the only party responsible for the safety (break and
enter, theft) and the surveillance of the premises that he is renting. 


5.8          Signs,
Luminous Advertising Features, Identifying Features


5.8.1      Signs,
luminous advertising features, and any other type of advertising may only be
placed with the agreement of the Lessor and in spots that he has approved. The
placement and ordering of these will be decided upon taking into consideration
as much as possible the wishes of the other lessee(s). The agreement of the
Lessor also extends to the dimensions and the materials used. The Lessor has
nevertheless already granted its authorization in principle to the Lessee in
order for the Lessee to place a sign without any further cost to the rent. 


5.8.2      Any fees
for placing, maintaining, repairing or cleaning, etc., signs as well as the
consumption of electricity shall be the responsibility of the Lessee. In the
event that the façade is repaired or modified, the Lessee will remove
and replace its signs and advertising features at its own cost. 


5.8.3      It is the
Lessee’s responsibility to request all authorizations that may be required
in order to place these features, signs or advertising. If he so wishes, the
Lessor will support the Lessee in carrying out the corresponding paperwork inasmuch
as this is possible. The costs related to obtaining these permits will
nevertheless be entirely the responsibility of the Lessee. 


[four signatures] 11





5.8.4       The
    Lessee may, at its own cost, and with the prior written consent of the Lessor,
    place adequate signage for its customers and suppliers. This signage must
    be compatible with the interests of the other lessees of the Building and
the esthetics chosen by the Lessor. 


5.9         Visiting
       rights


The Lessor has the right to receive visitors
at the leased premises, in reasonable measure and in such a manner as not to
impede the Lessee from carrying out its business, in order to verify the state
of maintenance or with a view to carrying out work, provided that he gives
prior notification of 3 days. 


6            RETURNING
THE LEASED PREMISES 


6.1         Inventory  upon
      Return


The premises that are the subject of the lease
must be returned in clean and good conditions upon the last day of the lease
(Art. 267 CO). The Lessor shall prepare an inventory of the premises being leased.
    This inventory is signed by both parties. The Lessor shall have the right
    to cause any damages noted to be repaired at the cost of the Lessee. The
    latter will also be responsible for any hidden damages that he has caused
    that were not noted when the premises in the lease are returned, inasmuch
    as these have been noted without any delay by the Lessor to the Lessee who
    is departing. 


7             FINAL
DESPOSITIONS


7.1          Applicable
Law, Venue


Unless otherwise provided for  in this
contract, the lease is subject to the Code of Obligations, in particular to
Articles 253 and following. Any litigation related to this contract will be
subject to the competent court of the Republic and the Canton of Geneva. 


7.2         Transfer of Rights


7.2.1      The Lessee
of commercial premises may transfer its lease to a third party with the
previous written consent of the Lessor. The Lessee shall send a written request
for authorization to the Lessee. 


7.2.2      The Lessor
may not refuse to grant its consent unless it is for fair reasons. Shall be considered
    a fair reason the fact that the third party to whom the
    Lessee wishes to transfer the lease does not carry out commercial activities
    that are compatible with the industrial purpose of the zone. 


7.2.3      If the
Lessor agrees, the third party replaces the Lessee. The Lessee is freed from
its obligations towards the Lessor. He nevertheless must be jointly liable with
the third party until 


[four signatures] 12





the expiry of the term of the lease or the
termination therefore according to the contract or the law, but, in all cases,
for two years at most. 


7.3         Changes
to the Contract


All changes and riders to this contract and
its annexes must be made in writing and must be signed by both parties.


7.4         Confidentiality


The Parties both agree to maintain the
conditions of this lease confidential. Obviously any communications with third
parties that should be required by the law and by legal and/or administrative
authorities are exempt from this constraint. 


7.5         Number
of Copies of the Lease


This lease is being signed in duplicate with
two identical copies. 


	
  

 	
  

 	
  

 
	
  

 	
 Geneva, [handwritten] 7.25.2011

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 [signature] VP Finance

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 [signature] Finance Director

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 The Lessee:          [signature]

 	
    
                   The Lessor:

 


[ 2 Signatures] Terinvest SA


Annexes: 


	
  

 	
  

 
	
 1.

 	
 Plans of the premises

 
	
 2.

 	
 Technical description

 
	
 3.

 	
 Designation of the interior and exterior parking spaces

 
	
 4.

 	
 Plans for adaptations of the lessee

 
	
 5.

 	
 FTI Letter dated 18.04.2011

 


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