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EXHIBIT 10.40
AMENDMENT NO. 10 TO LEASE AGREEMENT
THIS AMENDMENT NO. 10 TO LEASE AGREEMENT ("Amendment") is dated as
of
October 1, 2004, by and between ST. PAUL
PROPERTIES, INC., a Delaware
corporation ("Landlord") and ATS MEDICAL,
INC., a Minnesota corporation
("Tenant").
W I T N E S S E T H
WHEREAS, Crow Plymouth Land Limited Partnership ("Crow"), as
landlord,
and Helix BioCore, Inc. ("Helix"), as
tenant, entered into that certain Lease
Agreement dated December 22, 1987 (the
"Original Lease"), which Original Lease
was amended by Amendment No. 1 to Lease
Agreement dated January 5, 1989 (the
"First Amendment"); and
WHEREAS, Plymouth Business Center I Partnership ("Business
Center")
succeeded to Crow's interest in the
Original Lease as amended by the First
Amendment; and
WHEREAS, Business Center and Helix further amended the Original
Lease
by Amendment No. 2 to Lease Agreement dated
January 12, 1989 (the "Second
Amendment"), Amendment No. 3 to Lease dated
June 14, 1989 (the "Third
Amendment") and Amendment No. 4 to Lease
Agreement dated February 10, 1992 (the
"Fourth Amendment"); and
WHEREAS,
Landlord has succeeded to the interest of Business Center in
the Original Lease as amended by the First
Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment;
and
WHEREAS, on May 10, 1992, Helix changed its name to ATS Medical,
Inc.;
and
WHEREAS, Landlord and Tenant further amended the Original Lease
by
Amendment No. 5 to Lease Agreement (the
"Fifth Amendment"), by Amendment No. 6
to Lease Agreement dated November 25, 1997
(the "Sixth Amendment"), by Amendment
No. 7 to Lease Agreement dated May 10, 2000
(the "Seventh Amendment") by
Amendment No. 8 to Lease dated December 14,
2000 (the "Eighth Amendment") and by
Amendment No. 9 to Lease dated September 8,
2003 (the "Ninth Amendment"; the
Original Lease, as amended by the First
Amendment, the Second Amendment, the
Third Amendment, the Fourth Amendment, the
Fifth Amendment, the Sixth Amendment,
the Seventh Amendment, the Eighth Amendment
and the Ninth Amendment is
hereinafter, the "Lease"); and
WHEREAS, the Original Lease demised premises, as described therein
(the
"Original Premises"), which Original
Premises were expanded pursuant to the
First Amendment, which expansion space was
surrendered pursuant to the Third
Amendment, expanded again pursuant to the
Fifth Amendment, the Sixth Amendment,
the Seventh Amendment and the Eighth
Amendment and reduced pursuant to the Ninth
Amendment (the Original Premises, as so
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expanded and reduced are hereinafter, the
"Existing Premises") such that, as of
the date hereof, the Existing Premises
consist of 26,706 rentable square feet;
and
WHEREAS, Landlord and Tenant wish further to amend the Lease to
once
again expand the Existing Premises,
NOW THEREFORE, in
consideration of the premises and for good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties agree as
follows:
1. Defined Terms. Unless the context otherwise indicates, all
capitalized terms not otherwise defined
herein shall have the meanings ascribed
to them in the Lease.
2. Expansion of Premises; Change in Proportionate Share. Effective
as
of October 16, 2004 (the "Expansion Space
Commencement Date"), the Existing
Premises shall be expanded by 6,362
rentable square feet as generally shown on
Exhibit A attached hereto and made a part
hereof (the "Expansion Space"; the
Existing Premises, as so expanded shall be
referred to herein as the "Premises")
such that, as of October 16, 2004, the
Premises shall consist of 33,068 rentable
square feet. Effective as of the Expansion
Space Commencement Date, Paragraph
4.E. of the Lease shall be amended to
increase Tenant's "Proportionate Share"
from 32.61% to 40.3
