Exhibit 4.15
Summary of Provisions of
Second Addendum, dated July 5, 2004, to Lease Agreement (the
“ Original Lease Agreement ”), dated November
26, 2001, between Sha’ar Yoqneam L.P. (the “
Lessor ”) and Given Imaging Ltd. (the “
Lessee ,” and together with the Lessor, the “
Parties ”) 1
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Existing
Premises – Pursuant
to the Original Lease Agreement, the Lessor leased to the Lessee
premises (the “ Existing Premises”) in the
Hermon Building (the “ Hermon ”) totaling 1,962
square meters located on the lower ground floor and 34.5 square
meters located on the ground floor. Pursuant to an Addendum (the
“ First Addendum ”), dated December 2002, to the
Original Lease Agreement, the Lessor leased to the Lessee
additional premises totaling 600 square meters located on the
second floor of the Hermon (the “ Additional Premises
”).
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Additional
Premises A and B –
The Lessor agreed to increase the size of the Existing Premises and
Additional Premises by leasing to the Lessee (1) premises located
on the second, third and sixth floors of the Hermon totaling 6,009
square meters, as well as 30 parking spaces located in the Hermon
(the “ Additional Premises A ”), and (2)
premises located on the second floor of the Tavor Building (the
“ Tavor ”) totaling 1,750 square meters (the
“ Additional Premises B ” and, together with the
Additional Premises A, the “ Additional Premises A and
B ” and, together with the Existing Premises and the
Additional Premises, the “ Premises ”). The sole
use of the Additional Premises A and B is for a high-tech plant to
be used for development, research and manufacturing of advanced
technological products/equipment.
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Exercise of Options in Original Lease Agreement and First
Addendum to Increase Term of Lease of the Existing Premises and of
the Additional Premises – The Lessee exercised the option
in the Original Lease Agreement to extend the lease period of the
Existing Premises for a period commencing on March 1, 2007, and
ending December 31, 2015. The Lessee exercised the option in the
First Addendum to extend the lease period of the Additional
Premises for a period commencing on March 1, 2007, and ending
December 31, 2015.
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Option to
Terminate Term of Lease of Additional Premises
– Lessor granted Lessee an
option to terminate (the “ Termination Option ”)
the term of the lease of the Additional Premises as of August 31,
2005. To exercise the option, the Lessee must give advanced written
notice to the Lessor by no later than June 1, 2005.
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Term
of the Lease of Additional Premises A – The term
commences on September 1, 2005 and ends on December 31, 2015. The
Lessee may make use of the Additional Premises A from the date on
which the Second Addendum is signed, at no cost, until August 31,
2005.
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Term of the
Lease of Additional Premises B – The terms commences on April 1, 2005 and
ends on December 31, 2015. The Lessee may make use of the
Additional Premises B from the date on which the Second Addendum is
signed. In the event that the Lessee makes such use of the
Additional Premises B before April 1, 2005, the term of the lease
will commence on the date on which the Lessee begins using the
Additional Premises B.
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Option to
Increase Term of Lease – The Lessee has an option (the “
Extension Option ”) to increase the extended terms of
the lease of the Existing Premises and the Additional Premises, as
well as to increase the terms of the leases of the Additional
Premises A and B for a period of 60 months commencing on January 1,
2016, and ending on December 31, 2020 (the “ Option
Period ”). To exercise the option, the Lessee must give
advanced written notice to the Lessor by no later than June 30,
2015, and the Lessor has the sole discretion to decide which of the
lease terms will be extended in accordance with the Extension
Option. In the event that the Lessee chooses to exercise the
Extension Option to increase the term of the lease of the Premises,
and the Lessee also chooses to exercise the Termination Option to
terminate the term of the lease of the Additional Premises, the
rent obligations of the Lessee will be reduced by NIS 29,431 per
month (such amount being the rent obligation for the Additional
Premises plus an additional 25% as indicated in the section
entitled “Rent” below).
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Liquidated Damages – The Lessee may not terminate any
of the above mentioned lease terms (including the lease terms
extended under the Extension Option), except under the Termination
Option, unless the Lessee
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