<PAGE>
EXHIBIT 10.10
LEASE AGREEMENT
Entered into at the city of
San Jose, on the twentieth day of the month of May
of the year 2003,
between:
KPMG FIDES (COSTA
RICA) S.A., corporate identification number three-one
hundred one-one hundred seventy one thousand nine hundred eighty
five,
as Trustee (the "Lessor") of the Global Park's Guaranty Trust
("Trust
Agreement"), executed on March 23, 2001, represented in this act
with
enough power by ALFONSO AMEN CHEN, personal identity card
number
two-three hundred fifty six-three hundred eleven, legal authority
duly
recorded in the Mercantile Section of the National Registry under
books
eight hundred ninety six, nine hundred forty, one thousand two
hundred
ninety, pages two hundred fifty one, forty four, one hundred
seventy
five, and entries three hundred nineteen, sixty four, two hundred
four.
PARQUE GLOBAL S.A., corporate identification card number three-
one
hundred one- two hundred thirty thousand five hundred seventy
eight,
(the "Developer"), registered in the Mercantile Section of the
Public
Registry
under book one thousand one hundred twenty six, page two
hundred seventy one, entry three hundred seventeen, represented in
this
act with enough power by Carlos Wong Zuniga, personal identity
card
number one- six six four- nine eight nine, legal representation
duly
recorded in the Mercantile Section of the Public Registry under
book
one thousand three hundred sixty five, page one hundred ninety
one,
entry one hundred ninety one.
for the one part and for the
other,
Novacept, Federal tax ID Number 770339123 (the "Lessee"),
incorporated
in the Estate of California; Corporate Address 1047 Elwell Court,
Palo
Alto California 94303, United Estates. Represented in this act
with
enough power granted by Donald R. Nathe; of legal age, bearer of
the
passport number 053930087, permanent resident of 558 Lincoln
Avenue
Palo Alto, California, 94301.
1.- Whereas the Lessee
desires to lease a new building located in Global
Industrial Park and Free
Trade Zone, part of the "Condominio Global" (the
"Condominium"), condominium
identity number 3-109-328791, a condominium
registered in the Costa Rican
Public Registry, Province of Heredia, Property
Number M-001679, Lot Number
Five, registered in the Public Registry Property of
Heredia, Property Number
H-4033936F-000, of which approximately 2,468 sq. mts.
(26,565 sq. ft.) constitutes
the leased real estate (the "Real Estate"), to be
utilized for the manufacture
and assembly of medical devices and related and
ancillary products and lines
of business.
2.- Whereas the Real Estate
forms part of a bigger property which has been
transferred to KPMG Fides
(Costa Rica) S.A. in trust, through the GLOBAL
GUARANTY TRUST ("Trust
Agreement"), executed on March 23, 2001, by Parque
Global
S.A. as Grantor of the Trust
Agreement, and Scotiabank de Costa Rica S.A. as
main Beneficiary of the Trust
Agreement;
Page 1 of 20
<PAGE>
3.- Whereas the Grantor and
the main beneficiary of the Trust Agreement have
instructed KPMG Fides as a
Trustee to enter into this lease agreement, and all
parties acknowledge that KPMG
Fides will act in accordance with the instructions
received by the main
beneficiary and the Developer, and expressly agree that
KPMG Fides enters into the
present Agreement acting solely as trustee of the
Trust. Consequently, KPMG
Fides' obligations and duties in relation with this
Agreement are limited to its
execution;
Now therefore in
consideration of the premises and the mutual promises
herein
made, and in consideration of
the representations, warranties, and covenants
herein contained, the Parties
have agreed to execute this lease agreement:
SECTION ONE: OF THE LEASED
GOOD
1.00 BACKGROUND, STATUS, AND
OWNERSHIP OF THE REAL ESTATE
The Trustee is the fiduciary owner of record of the real
property
registered under the computerized "folio real" system of the
National
Registry number one hundred seventy eight thousand six hundred
fifty
five - zero zero zero (178.655-000), Province of Heredia
(hereinafter
referred to as "the Land"). Such registration corresponds to a
piece of
land with the nature, location, boundaries, measures, and other
legal
characteristics as identified in the National Registry. On such
real
estate is located the Free Trade Zone and Industrial Park
identified as
"Global Park", which is being operated and being developed by
Parque
Global, S. A.. Such Free Trade Zone Status was granted by the
Executive
Agreement number twenty nine-ninety nine, published in the
official
newspaper, "La Gaceta", number forty-one, on March first of
nineteen
hundred ninety nine. As of the signature of this Agreement,
the
Developer acknowledges and accepts before the Trustee and the
Lessee
that it will be responsible before the Lessee for any and all of
the
obligations and liabilities derived from the ownership of the
Real
Estate beyond the mere fiduciary ownership of the Real Estate held
by
the Trustee. In the same manner, the Developer will have before
the
Lessee the power to exercise the rights and faculties derived from
the
mere ownership of the Real Estate that go beyond the mere
fiduciary
ownership of the Real Estate held by the Trustee, all of which
is
hereby acknowledged and accepted by the Lessee and the
Trustee.
1.01 ACCEPTANCE BY
THE DEVELOPER OF THE COMPROMISES STATED IN THE AGREEMENT
PARQUE GLOBAL, S. A., as Grantor of the Trust Agreement described
in
this contract, and as Developer of Global Park, acknowledges,
accepts
and guarantees to the Lessee and the Lessor the compliance
and
fulfillment of all the covenants and obligations which require
its
participation in accordance with the terms and conditions
established
in this contract, and that it will hold the Lessor and its
assets
harmless from any liability arising from any obligation, loss,
damage,
penalty, tax liability, claim, lawsuit, expense or
disbursement,
including but not limited to legal fees or expenses resulting
directly
or indirectly from the
Page 2 of 20
<PAGE>
non-compliance on
behalf of the Developer of any of the provisions
contained in this Agreement; and will therefore proceed to
subscribe
this document as a symbol of its acceptance and
compromise.
SECTION TWO: OF THE LEASED
REAL ESTATE
2.00 LEASED REAL
ESTATE
The Lessor rents out to the Lessee, who accepts, a
manufacturing
building located in a section of Condominium lot number five with
the
characteristics and conditions that are stated in the contract
herein
(the "Leased Real Estate"), with an approximate constructive
dimension
of two thousand four hundred sixty eight square meters (2,468
sq.
mts.), (which is equivalent to twenty six thousand five hundred
and
sixty five square feet).
The purpose of the Leased Real Estate shall be exclusively for
the
manufacture, assembly, storage, warehouse and office use of
medical
devices and related and ancillary products as well as related lines
of
business. The Lessee shall not alter the purpose of the Leased
Real
Estate without manifest and written authorization of the Lessor and
the
Developer. As stated in article 4.00 of this Agreement, it
is
understood that Lessee shall at all times comply with all
the
corresponding municipal and governmental regulations in the
carrying
out and execution of its activities, as may be, but are not limited
to,
the Health Ministry's regulations.
2.01 REAL ESTATE
CONDITIONS
The Lessee shall receive the Leased Real Estate according to
the
conditions of this clause and with the conditions and
characteristics
described in the documents that jointly conform EXHIBIT ONE of
this
contract that the Lessee understands and accepts without
objections.
The Leased Real Estate shall conform to all requirements
conditions,
restriction and encumbrances of the covenants and internal
regulations
attached as Exhibit Two(CC&R's) and all rules regulations
statutes
ordinances, laws and building codes (collectively "Laws")
applicable
thereto and will provide the construction quality guarantees
required
under these Codes. Lessee shall not be required to construct or pay
the
cost of complying with any CC&R's or laws required for the
construction
of Leased Real Estate.
2.02 ADDITIONAL
FACILITIES
In addition to any other facility specifically included in this
lease
agreement, the
Leased Real Estate shall comprise: (a) Parking.- The
Leased Real Estate includes nine parking spaces in the front of
the
building and seven parking spaces on a satellite parking area
located
within walking distance for standard-sized vehicles, outlined by
road
demarcations according to the country's standards and to the plans
and
specifications that are an integral part of the present Agreement
and
which have been enclosed as EXHIBIT ONE. Parking spaces
are
specifically referred to those located within the Leased Real
Estate;
in
Page 3 of 20
<PAGE>
case any additional parking spaces shall be required, the
Developer
will assign them at its convenience and Lessee will pay a forty
dollar
($40.00) monthly fee for each of them; (b) Common areas. The Lessee
can
make use of the Industrial Park's common areas according to
the
regulations and specifications included in the Global Park's
Internal
Regulations (CC&R's) and its subsequent amendments, which have
been
enclosed as an integral part of this Agreement in its current form
as
EXHIBIT TWO; (c) Sewage Treatment Plant.- The Lessee shall make use
of
the sewage
treatment plant located in the Park, according to the
usage
regulation included as EXHIBIT THREE.
2.03 SPECIAL
EQUIPMENT AND SYSTEMS
The Lessee may request, at its own expense, the installation of
certain
special systems and equipment in the Leased Real Estate in
accordance
with CC&R's.
SECTION THREE: OF THE RENT
AND LEASE TERM
3.00. RENT
The monthly rent to be paid for the Leased Real Estate (the "Rent")
by
the Lessee during the first twelve months of the contract's term
shall
be sixteen thousand four hundred and seventeen dollars (US$
16,417.00)
Legal currency of the United States, equivalent to $7,41 per
square
foot per year. The Lessee shall begin making such payments after
the
Date of Delivery in accordance with the terms and conditions
stated
herein. As of and starting on the thirteenth month of the
contractual
term, and until the expiration of the present contract, the
monthly
Rent shall undergo a five percent yearly increase, using as basis
for
such increase the Rent paid in the last month of every twelve
month
period ("Annual Increase Rate"). The effective rental fee in
each
period shall be paid monthly and in advance within the first
five
calendar days of each month. Payments can be made in cash, check,
or
electronic transfer to the Developer's account, whose validity
remains
subject to its approval. In this last case, the Lessee shall notify
in
writing to the Developer, the date in which the transfer was
executed,
and such payment shall be deemed made on the date on which the
transfer
is credited by the Developer's bank. All applicable transfer fees
or
bank charges must be paid by the Lessee. For purposes of
this
Agreement, the Developer's address shall be the address in effect
where
payments should be made. In the event that the beginning or end of
the
term of
this Lease is not the first of a month, rent shall be
prorated
such that Lessee shall only pay the portion of the rent allocated
to
the portion of the month the Leased Real Estate is occupied by
the
Lessee. In case of default by the Lessee of the obligation
contained
herein, there shall be a cure period to remedy the situation
as
described in section 6.01, Rent shall not include, and Lessee
shall
not be required to pay as Rent or otherwise any "Ordinary
or
Extraordinary Maintenance Fees", except for Service
Agreement
(reference clause 4.15) and CC&R's fees or any other fees as
agreed to
by both parties.
3.01 TERM OF THE
LEASE
Page 4 of 20
<PAGE>
The lease shall be effective as of the Date of Delivery (as defined
in
Section 3.02 hereof) to Lessee of the Leased Real Estate, and
shall
have a duration of five (5) years thereafter (the "Initial
Term").
Lessee shall have the right, so long as it is not in default under
the
terms of the Lease Agreement, by sending a written notice to Lessor
and
Developer upon not less than six (6) months prior to the
foreseen
expiration of the lease term in effect, to extend the Lease for
an
additional five (5) year term (the "First Extended Term"). Lessee
shall
have the right to extend the Lease for an additional five (5) year
term
(the "Second Extended Term"), under the same terms and
conditions
required for the First Extended Term. The rent for the First and
Second
Extended Terms will be set by the Annual Increase Rate for the
monthly
rent in effect at the last month of the Initial Term or the
First
Extended Term for the subsequent Second Extended Term.
3.02 LEGAL EFFECT OF
THE AGREEMENT
The Agreement's legal effects regarding the use and enjoyment
rights,
as well as its obligations as park tenants, shall commence as of
the
date of delivery of the Leased Real Estate. The Date of Delivery of
the
Leased Real Estate (the "Date of Delivery") shall be understood as
the
date in which the Leased Real Estate has been completed according
to
the construction details stated in EXHIBIT ONE. As of the Date
of
Delivery, the building will be substantially completed by the
Developer
for purposes of the occupation by the Lessee i) for having
been
completed in more than ninety-five percent, according to the
completion
percentage indicated by the appointed inspectors, based in
the
construction agreement and any improvements as listed in EXHIBIT
ONE,
to this Agreement, ii) in compliance with all applicable Laws
and
permits
included in Clause 2.01 iii) Lessee shall have been
permitted,
at any time after concrete floor has been cured, early access to
the
warehouse area of the Leased Real Estate prior to the Date of
Delivery
for the purpose of the Lessee's improvements, iv) such that there
are
no conditions existing, or items remaining to be completed, as
would
interfere with Lessee's occupancy and use of the space for
the
permitted use under this Lease, v) the Leased Real Estate will be
in
good condition and repair, and the electrical, mechanical HVAC
plumbing
and other systems serving the Leases Real Estate and described
in
Exhibit One will be in good condition and repair. In the event that
the
Lessee does not agree with any of the above mentioned conditions,
the
dispute shall be submitted to an Engineers and Architects
Board
Arbitration process, and its final resolution must be accepted by
the
Lessee and the Developer. In any event, the portion of the works
that
have not been concluded at the Date of Delivery shall be finished
in a
term not greater than thirty calendar days, unless otherwise
stated.
Notwithstanding anything to the contrary in this Lease,
Lessee's
acceptance of the Leased Real Estate shall not be deemed a waiver
of
Lessee's right to have defects in the Leased Real Estate repaired
at
Developer's sole expense. Lessee shall give notice to
Developer
whenever any such defect becomes reasonably apparent, and
Developer
shall repair such defect as soon as practicable.
Page 5 of 20
<PAGE>
3.03 DELAYS
ATTRIBUTABLE TO THE DEVELOPER
If for causes attributable to the Developer, its contractors,
agents or
employees, the delivery of the Leased Real Estate does not take
place
before the twenty four weeks after the date of signature of this
Lease
Agreement, the Developer shall acknowledge in favor of the Lessee
a
fine, as a fixed and sole compensation for damages or
losses,
equivalent to a day's rent per calendar day of delay, which shall
be
estimated by dividing the applicable rental fee for the first
period
by thirty.
The relevant fine shall be deducted by applying a twelfth
of
the amount in each of the first twelve months of the Lease
Agreement's
legal term. Notwithstanding anything to the contrary contained
herein,
in the event that for any reason the Leased Real Estate is
not
delivered for possession by Lessee in the condition required by
Section
3.02 hereof on or before December 31, 2003, Lessee shall have the
right
to terminate this Lease. The Lessee accepts that it shall not
present a
claim against the Developer or attempt to collect any losses,
damages,
penalties, expenses, disbursements or amounts, including but
not
limited to, legal fees or expenses, request a sum for damages or
losses
if due to force majeure, acts of God, or other causes not
attributable
to the Developer, it is not possible to deliver the property on
the
date convened in the clause herein. In such case, the Developer
will
return the
security guarantee deposit to the Lessee, as fixed and
sole
indemnification for the termination of the contract. Once the
Lessee is
indemnified, it guarantees and acknowledges that it will not file
any
lawsuits or claims to recover additional amounts from the Developer
or
from the Lessor, hence the Lessee will hold the Developer and
the
Lessor harmless after having received the indemnification
amount.
3.04 SECURITY
DEPOSIT
With the execution of this Agreement, the Developer has received
from
the Lessee, one hundred and three thousand nine hundred and sixty
two
dollars (US$103,962.00) an amount equivalent to six months rent to
be
retained by Developer as a security deposit (the "Deposit") The
Deposit
shall serve as a guarantee to cover the payment of
outstanding
services, repairs and any other obligation derived from this
Agreement,
to the Developer's satisfaction. The Developer shall have the
right,
but not the obligation, to use the Deposit to settle outstanding
rent
payments. If all or part of the Deposit were used by the Developer
for
any of the aforementioned items, the Lessee shall have an
obligation to
reinstate the used amount within five (5) calendar days
following
notice of its use by the Developer, unless such use is made
upon
termination of the lease, in which case the remnant, if any, shall
be
returned by the Developer to the Lessee in the sixty (60) calendar
days
following the date on which this Agreement is terminated, and
prior
verification that all utilities bills corresponding to the Lessee
are
fully paid. The Deposit shall not bear any interest for the benefit
of
the Lessee.
SECTION FOUR: OF THE LESSEE'S
RIGHTS AND OBLIGATIONS
4.00 RESTRICTIONS OF THE
LEASED REAL ESTATE
Page 6 of 20
<PAGE>
The Lessee: (a) shall not modify the purpose of the Leased Real
Estate
without prior authorization of the Developer which authorization
shall
not be unreasonably withheld or delayed; (b) shall not carry
out,
within the Real Estate, any type of activity that produces
noises,
smells or disturbing activities to other occupants of Global Park
or
other neighbors of the area where the Leased Real Estate is
located,
and that the execution of such activities shall at all times
comply
with the corresponding local and national regulations; (c) accepts
that
the activities performed in the Leased Real Estate shall not
produce
emanations that can adversely affect the environment or
people's
health, and that the execution of such activities shall at all
times
comply with the corresponding local and national regulations; (d)
shall
not use the Leased Real Estate for the storage of flammable
or
dangerous substances, materials or chemicals unless such
substances,
materials or chemicals are used in their manufacturing operations.
In
these cases, the Lessee must communicate in writing such
circumstance
to the Developer, including a list describing such items.
The
substances, materials, or chemicals should be property stored
in
accordance with the applicable laws, regulations, and any other
safety
provisions. In case of default by the Lessee of the
obligations
contained herein, it will have a cure period to amend the situation
as
described under section 6.01.
4.01 PARK
REGULATION
The Lessee shall respect at all times the Global Park's
Condominium
Bylaws, in its current text and its amendments. Said regulations,
which
the Lessee is cognizant and accepts, shall be enclosed to the
contract
herein as EXHIBIT TWO.
4.02 REPAIRS AND
IMPROVEMENTS
The Developer shall be obligated to maintain, at its expense, of
the
Leased Real Estate in general, including but not limited to,
the
exterior structural elements, exterior pluvial, and sewage
water
systems, and interior building systems as define at Exhibit One as
well
as pay for all other maintenance fees or repairs derived from
the
normal wear and
tear of the Leased Real Estate. The Developer shall
cooperate with Lessee to enforce ail such warrantees with respect
to
the Leased Real Estate which will reduce Lessee's
maintenance
obligations, but shall not be obligated to maintain at is expense
the
interior of the Real Estate in general, even if such maintenance
could
be considered as necessary because of the normal wear and tear of
the
building. The Lessee shall bear the cost of any other repair such
as
broken glasses, burnt light bulbs, gaskets and, generally, any
service
accessory or accessories incorporated to the Real Estate, except
for
those generated by the normal wear and tear of the Real Estate.
Any
damages or repairs caused or generated by the Lessee's negligence
or
willful misconduct shall run at the Lessee's expense, as well as
all of
the secondary elements added to the Leased Real Estate on behalf of
the
Lessee, except as set forth in section 5.11 below. Without
affecting
the above, the Lessee shall not, without the prior written consent
of
the Developer which shall not be unreasonably withheld or delayed,
make
changes or adjustments to the Leased Real Estate, even if related
to
indoor or outdoor maintenance works. It shall not be necessary
to
Page 7 of 20
<PAGE>
obtain prior consent from the Developer to make indoor
changes,
adjustments or maintenance works whenever these do not affect
the
Leased Real Estate's structure or are permanently affixed to the
same.
If authorization is received, all investments,
non-removable
improvements or the removals that once removed may cause damage to
the
Real Estate, shall be for the benefit of the Developer, without
giving
rise to the Lessee to request a deduction in the rent or an
economic
compensation for these upon termination of the lease's
term.
4.03 RESPONSIBILITY
FOR DAMAGES
The Lessee shall be liable for any damage or loss incurred to
or
suffered by the Real Estate, which is caused by or attributable to
its
employees, officers and/or agents, or by third parties or clients
that
visit or use the Real Estate, except as set forth in section
5.11
below. Furthermore, it shall be responsible for the damages caused,
by
any of the aforementioned individuals, to common areas of the Park.
Any
form of damage caused by the Lessee, or any of the
aforementioned
individuals in this clause, shall be repaired by the Lessee, at its
own
expense, without the right to demand from the Developer a
reimbursement
or cost deduction from the lease. Repairs shall be initiated within
a
term no greater than eight calendar days, except in cases of
emergency,
whereby they should be fixed immediately, allowing the Lessee to
hire
the workers it deems suitable. Prior to making the repairs, it
shall
have the approval in writing of the Developer with regards to
quality
and work opportunity. In such cases, the Developer must respond
within
the following twenty-four hours following the receipt of a
written
communication by the Lessee. Should the Developer not respond
within
the aforementioned time frame, the authorization will not be
deemed
granted, but the eight (8) day period will not begin until the
day
after an affirmative response is rendered by the Developer. If
repair
works have not been performed in the aforementioned term, the
Developer
shall notify the Lessee of said noncompliance and it shall provide
to
the Lessee a cure period of eight calendar days ("Cure Period")
to
initiate the repairs. If the Lessee does not initiate the
repairs
within the Cure Period, the Developer can request the termination
of
the Agreement due to non-fulfillment and is fully authorized to
deduct
from the Deposit the necessary amount for repairs, and perform them
on
behalf of the Lessee. By virtue of this clause, the Lessee's
liability
is comprehensive and includes any violation acts to the legal
system,
caused by
Lessee's activities in or use of the Leased Real Estate,
whether by its employees, officers and/or agents or by third
parties or
clients that visit or use the Leased Real Estate, may these be
civil,
labor, environmental, health-related or any other sector, even
when
these acts are not subjected to an economic compensation. In case
of
default by the Lessee of the obligation contained herein, it will
have
a cure period to amend the situation as described under section
6.01.
4.04
ACCIDENTS
Page 8 of 20
<PAGE>
The Developer and the Lessor do not assume civil, penal, labor, or
any
other type of responsibility, for damages or losses incurred to
the
Lessee or third parties. Notwithstanding the foregoing, in no
event
shall the Lessor or Developer be liable for business losses,
motivated
or as a consequence of accidents caused to it due to the
Lessee's
responsibility, fraud or fault, as well as due to force majeure,
during
the effective term of this lease agreement and its possible
extensions.
In the event of negligence or willful misconduct of the Developer
as
the case may be, the Developer shall be the sole responsible
for
damages or losses incurred to the Lessee or third
parties.
4.05 SUBLEASING AND
ASSIGNMENT OF RIGHTS
The Lessee may only sublease or assign this contract, or the
rights
derived from it to its subsidiaries, or branches, provided that: i)
the
Lessee demonstrates the existing relationship; and ii) the assignee
or
subtenant will not use the Leased Real Estate, or any part thereof,
for
any illegal or undesirable activity. Lessee shall remain jointly
and
severally liable against Lessor and Developer for all obligations
in
this Lease, not limited to monetary terms and conditions.
Otherwise,
the Lessee may not sublease the Leased Real Estate, nor fully
or
partially assign this contract, nor the rights that derive from
it,
except by common agreement with the Developer and Lessor, which has
to
be in writing. The Parties hereby agree, that the Lessor can
assign
totally or partially its rights under this Agreement to Scotiabank
de
Costa Rica, S.A., or any other third party in compliance with the
terms
and conditions of the Trust Agreement, terms and conditions that do
not
affect the validity or the effectiveness of this Agreement. The
Lessor
and the Developer herein acknowledge that the provisions set forth
in
the Trust Agreement does not contravene the terms and conditions
of
this Lease Agreement, in accordance with Article twenty four of
the
Urban and Sub-urban Lease Act in effect
4.06 ACQUISITION OF
PERMITS
The Lessee shall be responsible to process and acquire all
those
permits necessary for its operation, in addition to the performance
of
activities carried out within the Leased Real Estate, such as, but
not
limited to, those permits and authorizations necessary for
operating
under a free zone regime. In the event that the Developer
authorizes
the realization of renovations or improvements on the property,
the
Lessee shall assume the costs, exclusively, for the
permits,
authorizations and other necessary acts for their execution.
The
Developer shall cooperate with the Lessee in the acquisition of
the
corresponding permits or authorizations whenever its assistance
is
required for this purpose. In case of default by the Lessee of
the
obligation contained herein, it will have a cure period to amend
the
situation as described under section 7.01.
4.07
SIGNAGE
Page 9 of 20
<PAGE>
The Lessee shall not place, or allow the placement of signs or
notices
of any type, in any exterior area of the building or common areas
of
the park, other than the clearly designated sites by the Developer
for
these purposes. Moreover, the Lessee shall comply with the
signage
specifications included in the Parque Globals Condominium Bylaws
or
other applicable documents to the Lessee by virtue of the
present
agreement.
4.08 NOTIFICATION OF
FAILURES OR ACCIDENTS TO THE DEVELOPER
The Lessee shall be required to notify the Developer and the Lessor
of
those failures or accidents occurred in the Leased Real Estate that
may
generate civil, criminal, or tortuous liability, directly
or
indirectly, to the Developer and/or Lessor. The notice of said
failures
or accidents should be made by the Lessee within the
ensuing
twenty-four hours of its knowledge. The notification to the
Developer
and Lessor shall nor cause Lessor or Developer to assume
additional
liabilities than those agreed to in this Lease or those imposed by
law.
4.09 COMPLIANCE WITH
THE LAWS AND APPLICABLE NORMS
The Lessee shall comply with at its own cost and expense, and
execute,
whenever the case, the provisions of any norms, ordinances,
rules,
orders, acts, regulations, and requirements of the legal system
in
effect applicable to the activities the Lessee shall perform in
the
Leased Real Estate. In particular, but not limited to, it shall
comply
with the corresponding and applicable provisions stated in the Law
of
the Free Zone Regime and its regulations, as well as the Customs
Law
and its regulations. The Lessee shall exclusively bear all
expenses
resulting from the compliance with the legal and judicial system
in
effect.
4.10 PROHIBITION OF
COMMON AREAS OBSTRUCTION
The obstruction of common areas of the Industrial Park with
equipment,
vehicles, machinery, raw material or any other goods owned by
the
Lessee or his/her contractors, employees, dependents or visitors,
or
any other person related with him/her, is expressly prohibited.
The
Lessee must always supervise that common areas are free
from
obstructions caused by any of the persons mentioned in this
clause.
Particularly, the parking of vehicles owned by the Lessee's
personnel
or visitors in the main streets of the Park, is expressly
prohibited.
The Lessee accepts to pay a twenty-dollar fine, plus the cost of
the
obstruction removal resulting from the non-compliance with
this
provision. The amount corresponding to the fine shall be charged in
the
rent corresponding to the next month.
4.11 PROHIBITION OF
TRANSIT AREAS OBSTRUCTION
Sidewalks, entrances, passageways, elevators, stairs, lobbies and
other
common transit areas may not be obstructed, used or
occupied
differently for the entrance
Page 10 of 20
<PAGE>
or exit of machinery, material, equipment, vehicles or
persons,
depending on the case, related with the activities developed by
the
Lessee. The Lessee must guarantee the compliance with this
obligation
on the part of his/her representatives, contractors,
employees,
dependents, visitors, and other related personnel.
4.12 DELAYS IN THE
RENDERING OF SERVICES
The eventual delay for just cause, or impossibility on the part of
the
Developer to grant a service as indicated per section 4.15,
despite
reasonable efforts, shall not be a reason to exempt the Lessee from
the
obligation to pay Rent or to fulfill any other obligation
herein
established, unless this agreement or the applicable legislation
in
effect expressly indicates or inhibits the operation of the
company.
4.13 TRANSFER OF
MATERIAL, MACHINERY, OR HEAVY EQUIPMENT
The Lessee may not move any equipment, goods or heavy machinery in
and
outside the building without the suitable means to avoid damaging
the
constructions located in the Leased Real Estate, and it must be
done in
coordination with the Developer. Any damage resulting from the
movement
of the goods mentioned in this clause must be repaired by the
Lessee
pursuant to the terms established in clauses 3.04, 4.03, and 4.14
of
the present Agreement.
4.14 COMPENSATION FOR
NON-COMPLIANCE WITH THE OBLIGATIONS
The Lessee must compensate the Developer and/or the Lessor for
all
those costs, expenses, responsibilities, losses, damages,
trials,
processes, fines, penalties, complaints, and lawsuits, including
the
costs incurred by the Developer and/or the Lessor resulting from
the
non-compliance on the part of the Lessee with the obligations
derived
from the legal and judicial system and this Agreement.
4.15 OTHER
COMMITMENTS
The Lessee shall, (a) execute simultaneously a service Agreement
with
the Developer under the terms and conditions currently in effect,
and
(b) the Lessee shall remain as a free zone company.
In addition, if Lessee is a corporation and if at any time during
the
term of this Lease, the corporate shares of Lessee are transferred
by
sale, assignment, bequest, inheritance, operation of law or
other
disposition so as to result in a change in the present control of
said
corporation by the person or persons now owning a majority of
said
corporate shares, Lessee shall notify such event to both Lessor
and
Developer when such transfer occurs. If in the same manner, there
is a
change in the present control of Developer, Developer shall
notify
Lessee of such transfer, when it occurs.
Page 11 of 20
<PAGE>
SECTION FIVE: OF THE
DEVELOPER'S RIGHTS AND OBLIGATIONS
5.01 PAYMENT OF REAL
ESTATE AND MUNICIPAL TAXES
The Developer shall pay the applicable municipal and real estate
taxes
for the Real Estate during the term this Agreement.
5.02 INSPECTION
RIGHT
The Lessor or the Developer reserves the right to visit the Real
Estate
any moment, provided that it informs the Lessee at least
twenty-five
(25) hours in advance. Inspections referred in this clause must be
done
by the Developer, during Lessee's working hours, through its
officers
or third parties hired to that effect. Exceptionally, with
prior
authorization by the Lessee, inspections may be carried out off
the
regular working hours. Lessor and Developer shall comply with
Lessee's
security precautions and health and safety requirements during any
such
entry.
5.03 OWNERSHIP OF THE
GOODS LEFT IN THE REAL ESTATE
After eight working days of the termination date of the
present
Agreement, for any cause imputable or not to the Lessee, or in case
of
eviction for non-compliance with the payment, any goods owned by
the
Lessee found inside the Real Estate or in the common areas of the
Park
shall be considered abandoned by the Lessee. Therefore, the
Developer
may take possession of the same. The Lessee resigns as of this
moment
any right to complain related with such circumstance.
5.04 SHOWING OF
FACILITIES
If any of the Parties notifies the other Party of its intent not
extend
the term of this Agreement as established in section 3.01,
the
Developer shall have the right to show the Real Estate to
people
interested in leasing or purchasing it, during the last six months
of
the Initial Term or Extended Term then in effect. The visits to
show
the Real Estate must be scheduled by the Developer within
Lessee's
working hours, with a previous oral communication to the
Lessee.
5.05 ENTRY RIGHT ON
THE PART OF THE DEVELOPER TO REPAIR DAMAGES
The Developer, its employees or contractors, shall have the right
to
enter the Real Estate in order to make repairs that might
correspond to
it, in accordance with this Agreement and the legislation in
effect.
Nevertheless, the Developer must previously coordinate with the
Lessee
the time in which such repairs shall take place, trying as far
as
possible, and pursuant to the particularities of the repair, that
its
execution must be done on the less prejudicial moment for the
normal
functioning of the Lessee's activities.
Page 12 of 20
<PAGE>
5.06 RIGHT OF SALE OF
THE REAL ESTATE
The Lessor shall
be empowered to sell the Leased Real Estate to an
interested third party during the terms of legal effect of the
present
Agreement -upon receipt of written instructions of the main
beneficiary
and the Developer.
5.07 RELEASE OF
LIABILITY IN CASE OF ACCIDENTS/ MUTUAL INDEMNITY
The Lessee releases the Developer and the Lessor from
any
responsibility for any accidents resulting from electricity, flood,
gas
or any other phenomena resulting or not from the Real Estate
usage,
unless such were caused by the gross negligence or willful
misconduct
of the Developer. Developer shall indemnify, defend, protect and
hold
harmless Lessee from all damages, liabilities, claims,
judgments,
actions, attorneys' fees, consultants' fees, costs and expenses
arising
from the breach of its obligations or representations under this
Lease
as well as the negligence or willful misconduct of Developer or
its
agents, contractors, employees or invitees. Lessee shall
indemnify,
defend, protect and hold harmless Lessor and Developer from
all
damages, liabilities, claims, judgments, actions, attorneys'
fees,
consultants' fees, costs and expenses arising from the negligence
or
willful misconduct of Lessee or its agents, contractors, employees
or
invitees, or the breach of Lessee's obligations or
representations
under this Lease. No party shall be liable to any other party
under
this Lease for consequential damages (loss of profits
etc).
5.08 RELEASE OF
LIABILITY IN CASE OF ROBBERY OR THEFT
The Lessee discharges the Developer and the Lessor from
any
responsibility for robbery or theft in the Real Estate, unless the
same
was caused by negligence or imprudence, as defined under the Civil
Code
of the Republic of Costa Rica, on the part of the Developer or
the
security company contracted by the Developer.
5.09 NON WAIVER OF
RIGHTS
The circumstance that the Developer or the Lessor does not demand
the
compliance with any of the terms and conditions herein established,
may
not be considered as a waiver to the rights and actions granted
by
means of the present Agreement or the legislation applicable to
the
case.
5.10 NON-COMPLIANCE
ON THE PART OF THE LESSEE
Page 13 of 20
<PAGE>
The lack of payment within the first ten natural days of the rent
or
any other payment responsibilities of the Lessee or the
non-compliance
with any of the clauses stated under clause 6.01 shall give reasons
to
consider the Lease Agreement as rescinded and eviction action
shall
proceed, in which case the Lessee must recognize the damages
and
prejudices he/she might have caused and the cost of any
eventual
judicial actions subject to applicable law. Lessee will receive
a
written notification from the Developer before Developer starts
the
eviction process.
5.11
INSURANCE
The Lessee shall have an All Risk insurance to protect the goods
of
his/her property inside the offices. The Developer, on the other
hand,
shall have All Risk insurance that includes the coverage
against
earthquake, fire, and any other damage resulting from nature to
protect
the Real Estate and other related civil works. Both, the Developer
as
well as the Lessee, shall maintain their insurance at
replacement
values. In such insurance, there shall not be a subrogation right
on
the part of the insurers against the Developer or Lessee, as long
as
this is acceptable for the INS or the corresponding insuring
entity.
Neither the Developer, the Lessor nor the Lessee shall cover
the
deductibles of the other party, in case of loss.
SECTION SIX: RIGHT OF FIRST
REFUSAL
6.00 PREFERENCE
The Developer agrees to grant the Lessee a preference right to
acquire
the Real Estate in case any other third party is interested in
buying
the Real Estate (the "Right of First Refusal").
6.01 TERM
The term of the Right of First Refusal will be eighteen (18)
months,
after which the Developer will be entitled to sell the Real
Estate
without giving any preference right to the Lessee (the
"Preference
Term"). After the term of the Right of First Refusal (eighteen
months)
the Developer will be entitled to sell the Leased Real Estate to
a
third party and will send a written notification to the Lessee
within a
week of its decision.
6.02 NOTIFICATION OF
THIRD PARTY OFFERS
If the Developer has offered to sell the acquired Real Estate, it
shall
communicate its intention to the Lessee in writing. If within
the
Preference Term the Developer has received offers to buy the
Real
Estate by third parties, it shall attach or include in a
written
communication to the Lessee the terms and conditions of these
offers.
The Developer guaranties that it will disclose to the Lessee all of
the
offers that it receives from the time the Lessee decides to sell,
up to
the expiration of the period contained in this subsection for
the
exercise of this Right of First Refusal. The Lessee will then
have
fifteen (15) calendar days following the communication
from
Page 14 of 20
<PAGE>
the Deveioper to make a decision regarding the purchase of the
Real
Estate. At the express and written communication from the Lessee,
or if
after the fifteen-day period expires without the Lessee making a
firm
commitment to match the terms and conditions of the best option
to
purchase the Real Estate, the Lessee will be construed as having
waived
its Right of First Refusal, and the Real Estate may be offered and
sold
to any third parties.
SECTION SEVEN: TERMINATION OF
THE AGREEMENT
7.0 MOMENT OF
TERMINATION
The Lessee shall remain obligated to pay the corresponding lease
as
long as it does not return the Real Estate's keys in the same
domicile
indicated for the payment, even if it has vacated the
same.
7.01 TERMINATION IN
ADVANCE ON THE PART OF THE LESSOR AND THE DEVELOPER.
The Lessor and the Developer may terminate the present Agreement
at
any moment due to non-compliance on the part of the Lessee with
the
obligations established on clauses 3.00, 4.00, 4.03, 4.06, and 4.09
or
any other cause expressly authorized by the legislation in
effect
("Events of Default"). Once the Lessor and/or the Developer detect
an
Event of Default, it will communicate so in writing to the Lessee.
The
Lessee will have fifteen (15) working days ("Cure Period")
subsequent
to the receipt of the communication to remedy the situation that
is
causing the Event of Default. With exception of the
obligation
stipulated in clause 3.00 of this Lease, if Lessee can not
reasonably
cure such Event of Default, the Cure Period can be extended,
to
Developer's reasonable discretion, so long as Lessee has commenced
the
cure within the
fifteen (15) day period and diligently prosecutes it to
completion, for a time not exceeding a fifteen (15) day period. If
the
Lessee does not amend the situation during the Cure Period or gives
a
satisfactory response to the Developer, at least requesting
an
extension of the Cure Period, and if it is unreasonable, the Lessor
and
the Developer will be entitled to terminate this Agreement
with
responsibility for the Lessee, and the Developer will recover from
them
a satisfactory indemnification in accordance with clause
6.02.
7.02 TERMINATION IN
ADVANCE ON THE PART OF THE LESSEE
In case the Lessee wishes to terminate in advance the present
lease
Agreement, it must give prior notice in writing to the Lessor
and/or
the Developer within six months in advance of the expected
termination
date. As indemnification for the termination in advance of
the
Agreement, Lessee shall pay the totality of the monthly rental
fees
owed in relation to the original term of the lease
agreement,
stipulated in article 3.01 of this Agreement. Additionally,
the
Developer shall be
Page 15 of 20
<PAGE>
entitled to retain the total sum of the security deposit without
any
objection by the Lessee.
(56)7.03 DAMAGE AND
DESTRUCTION
(57)Developer shall have the obligation to reconstruct the Leased
Real
Estate: i) if damaged or destructed from a casualty covered
by
insurance required to be carried by Developer under the Lease and
the
amount agreed to be pay by the insurer entity is equal or higher
than
eighty percent (80%) of the estimated reconstruction value; or, ii)
if
the damage is
relatively minor (e.g., repair or restoration would take
fewer than ninety (90) days or would cost less than twenty
percent
(20%) of the replacement cost of the Leased Real Estate, or (iii)
if
Lessee agrees to pay the cost of repair in excess of pre-agreed
base
amount. In the event of damage to the Leased Real Estate,
Developer
shall notify Lessee within fifteen (15) business days following
any
such damage to or destruction of the Leased Real Estate the length
of
time Developer reasonably estimates to be necessary for repair
or
restoration. Lessee shall have the right to terminate the Lease
within
fifteen (15) days following receipt of such notice if restoration
or
repair of the Leased Real Estate will take more than ninety (120)
days.
In the event of any damage or destruction, Rent shall be
equitably
abated during any restoration period.
(58)7.04
CONDEMNATION
(59) In the event the Leased Real Estate or any portion thereof
is
condemned or other wise taken by any governmental authority or
third
party such that there is material interference with Lessee's
operations
in the Leased Real Estate (as reasonably determined by Lessee) and
such
taking lasts for a period of ninety (90) days or longer, Lessee
shall
have the right to terminate this Lease by written notice to Lessor.
In
the event that Lessee chooses not to so terminate this Lease,
Rent
shall be equitably abated until such interference is
eliminated.
SECTION EIGHT: FINAL AND
MISCELLANEOUS PROVISION
8.0
COMMUNICATIONS AND NOTICES
Any notice that the Parties are required to make in accordance
with
this Agreement, shall be made in writing by means of a
personal
delivery or any other written means, in which the remission
and
reception date are irrefutably recorded, and sent to the
following
addresses and during office hours. Notices shall be deemed
delivered on
reception date.
a) To the Lessor:
At Forum Business Center, Prospero
Fernandez Highway, Santa Ana, Costa Rica.
Attention: Alfonso Amen Chen
Fax number. (506) 204-3141
b) to the Developer:
At the administrative offices of Global
Park, located in La Aurora de Heredia, to
Page 16 of 20
<PAGE>
the attention of Caries Wong. Fax number
(506) 209-5960.
c) To the Lessee:
At Novacept 1047 Elwell Court, Palo Alto
California 94303 to the attention of Chief
Financial Officer at fax number (650) 335-
2716.
At Novacept building located in Global
Park.
8.01 GOVERNING LAW
AND DISPUTE RESOLUTION
This Agreement shall be interpreted and governed in general by the
laws
of the Republic of Costa Rica and in particular by the General
Urban
and
Suburban Lease Law in effect in Costa Rica.
According to the Law "Ley sobre Resolucion Alterna de Conflictos
y
Promocion de la Paz Social" No. 8828, approved on December 4th.,
1998
and published on January 14th, 1998 in the Official Newspaper
"La
Gaceta" , particularly but not limited to article 22, it is
accepted by
the Parties that this Agreement shall be interpreted and governed
by
the laws of the Republic of Costa Rica.
Any dispute or claim ("The Dispute") with respect to the
validity,
construction or enforceability of this Agreement or arising out of
or
in relation to this Agreement, or for the breach hereof shall
be
initially resolved by the Parties in good faith within 30 Days
("the
Initial Period") from the day of notice by any of the Parties to
the
other Party as to the existence of a dispute or claim. If the
Parties
are unable to settle The Dispute within the period of time
indicated
before, the Dispute shall be finally settled by arbitration in
Costa
Rica by three arbitrators selected in accordance with the
commercial
arbitration rules of the Conciliation and Arbitration Chamber of
the
Costa Rican Chamber of Commerce. All rules of the Conciliation
and
Arbitration Chamber of the Costa Rican Chamber of Commerce shall
apply
to the arbitration and the arbitration process and for purposes
of
article 19 of Law 8828 it is agreed that, under such Law,
the
arbitration shall be considered an arbitration of law. The
arbitrators
should decided which party should be liable for the payment of
all
costs, expenses and fees related to the arbitration. Any
such
arbitration shall be conducted in the Spanish language.
The arbitration award shall be well founded, in writing and shall
be
final and shall not be subject to appeals of any type, with
the
exemption of the revision and nullity appeals, according to the
rules
of the Costa Rican Chamber of Commerce.
8.02 AMENDMENTS TO
THE AGREEMENT
Any agreed modifications to the present Agreement must be done
in
writing and signed by the Parties. This clause shall be of
special
application for anything related with the lease price and its form
of
payment; therefore, no modification may be alleged, unless the
previous
procedure is followed.
Page 17 of 20
<PAGE>
8.03
ESTIMATION
The present Agreement is estimated in the sum of one hundred
ninety
seven thousand and four dollars (US$197,004.00) legal currency of
the
United States.
8.04
NOTARIZATION
The Parties authorize reciprocally to notarize the present
lease
Agreement; nevertheless, the other party must receive a copy of
the
respective testimony.
8.05 VESTED
RIGHTS
The Lessee recognizes that the present Agreement shall not create
any
right of use in his/her favor, or any equivalent one in virtue of
which
the eventual increase in the commercial value of the real estate
shall
be recognized for its use or occupation, and that in case such
rights
ever arose in reason of the legal applicable disposition or
commercial
practice, he/she transfers it, as of now, to the Lessor in the sum
of
one dollar, legal currency of the United States of America. The
Lessee
recognizes that this provision is essential to fix the intention on
the
part of the Lessor to subscribe the present Agreement.
8.06
HEADINGS
The titles used as headings for each clause and chapter of
this
Agreement are introduced to ease its reading and shall not
be
considered as part of the text thereof, to interpret its
contents.
8.07 INCORPORATION OF
EXHIBITS
The Exhibits identified in this Agreement are incorporated herein
by
reference and made a part hereof.
8.08
SURVIVAL
All indemnities contained in any section of this Agreement
shall
survive the expiration or other termination of this Agreement
with
respect to acts or events occurring or alleged to occur during the
term
of this Agreement and are expressly made for the benefit of, and
shall
be enforceable by any or all of the indemnified Parties.
8.09
SEVERABILITY
Page 18 of 20
<PAGE>
If any of the provisions of this Lease shall contravene or be
invalid
under the
laws of the country, province, municipal, state or
jurisdiction where it is applied, such contravention or
invalidity
shall not invalidate the Lease or any other portions thereof and
the
remainder of this Lease or the application thereof to other persons
or
circumstances shall not be affected thereby.
8.10
RECORDATION.
Subsequent to execution, any party may at its sole discretion
and
expense, register this Lease and all Exhibits thereto in the
National
Public Registry of Costa Rica.
8.11 ASSIGNMENT TO
LOCAL ENTITY
The Lessee hereby represents
that it is in the process of incorporating a Costa
Rican corporation through
which Lessee local operations will be carried out.
Once the incorporation
process of such local subsidiary is completed, the
Lessee
shall assign the rights and
obligations under this Lease to such local entity.
Lessee shall notify Lessor
and Developer and provide supporting documentation of
such assignment.
IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement as of the
date first above
written.
(SIGNATURE PAGE
FOLLOWS)
Page 19 of 20
<PAGE>
/s/ [ILLEGIBLE]
-------------------------------------
By/ KPMG Fides (Costa Rica),
S.A.
Lessor
/s/ Donald R. Nathe May 20,
2003
-------------------------------------
By/ Novacept
Lessee
/s/ [ILLEGIBLE] May 20,
2003
-------------------------------------
By/ Global Park,
S.A.
Developer
Page 20 of 20
<PAGE>
EXHIBIT LIST
Exhibit One
Building Description & Layouts
Exhibit Two
Condominium Regulations CC&Rs
Exhibit Three
Waste Water Treatment Plant Regulations
<PAGE>
EXHIBIT ONE
BUILDING DESCRIPTION AND LAYOUTS
<PAGE>
EXHIBIT TWO
CONDOMINIUM REGULATIONS
<PAGE>
Yo, Michelle Coffey Martinez,
traductora oficial autorizada por el Ministerio de
Relaciones Exteriores y Culto
de la Republica de Costa Rica, nombrada por el
Acuerdo No. 42 del 5 de enero
de 1982, por este medio certifico que en el
idioma ingles el documento
por traducir, que consta de cuarenta y siete (47)
paginas, que recibi por
e-mail de la Srta. Irene Chinchilla, Gerente de Ventas
de Global Park, S.A., del
idioma espanol dice lo siguiente:
San Jose, Setiembre 28,
2002.
Beginning of Text
TWELFTH: CONDOMINIUM AND
MANAGEMENT BYLAWS: in compliance with Articles
Thirty-Three and Thirty-Four
of THE LAW, the Condominium and Management Bylaws
of CONDOMINIO GLOBAL are
constituted, which shall regulate the relations of the
condominium owners:
DEFINITIONS. The following words will be understood, for
all
of the purposes of this
Bylaws, according to their respective definitions, to
whit: ADMINISTRATOR: The
individual or corporation named to exercise the
management of the Condominium
according to the procedures described in this
Bylaw; SHARED AREAS OR
ELEMENTS: Shared elements should be understood as all
those zones that are set
aside for shared use and enjoyment, within which we can
mention the following,
without restriction: green areas, spaces set aside for
pedestrian circulation,
sidewalks, streets, access ways, surveillance posts,
electrical substations, water
reservoir tank, drinking water systems, fire
extinguisher systems,
treatment plant, pump station, control booth, as well as
those which are stipulated as
such by Law, the building blueprints and the
Condominium deed of
constitution; RESTRICTED USE SHARED AREA: These will be
those shared areas that the
Condominium Owners' General Meeting shall determine
by a vote of two-thirds of
the total value of the Condominium, which shall be
used only by one or multiple
specific joint owners as a result of their
industrial or commercial
operational needs within the Condominium, resulting
from the
<PAGE>
location of the shared area
or because of any circumstance which in the judgment
of the Owners' General
Meeting justifies that the use and enjoyment of the
shared area be restricted to
one or several specific joint owners, either
through a direct request made
to the Meeting or because the Meeting so decides.
BUILDING COMMITTEE: The
official body designated by the Condominium Owners'
General Meeting to approve,
inspect and regulate construction within the
Condominium and within its
subsidiary areas and the Independent Condominiums,
which shall ensure compliance
with the architectural, urban, building,
structural, esthetic and
landscape standards of the Condominium and the
Independent Condominiums,
over which it shall also exercise all of its
attributes. THE CONDOMINIUM:
Condominio Global. INDEPENDENT CONDOMINIUM: That
which shall be formed by
subjecting each subsidiary property of Condominio
Global to the Condominium
Property System. The independent condominium bylaw
will be subject to the
stipulations of the Condominio Global Bylaw, and to the
Building Bylaw, and will be
subject to the Building Committee of Condominio
Global. CONDOMINIUM JOINT
OWNERS: These are the individuals or companies,
who/which reside in the
Condominium or not, which hold property title over the
subsidiary properties of the
Condominium. In the case in which the subsidiary
property is at the same time
the parent property of an independent condominium,
such condominium will be
considered a joint owner of Condominio Global and shall
participate in the Meetings
and voting of Condominio Global under one single
representation which shall
have one single opinion and orientation to vote in
regard to the matters that
are heard in each Meeting. ORDINARY AND EXTRAORDINARY
MAINTENANCE FEE: A
proportional part of the general expenses that the joint
owners are obligated to
cancel and which shall be set
<PAGE>
according to the square
meters of developed private area in each subsidiary
property, i.e., the developed
private area within the Condominium's property
coefficient in relation to
the Condominium's total area. There shall be no
obligation to pay neither an
ordinary nor an extraordinary maintenance fee for
undeveloped private areas.
EXECUTIVES: Administrators, legal representatives and
corporate executives in
general who are installed in the Condominium. SUBSIDIARY
PROPERTY: Each one of the
lots that make up the Condominium, duly identified by
a Lot number, and which shall
be subject to different stages of development, all
of which constitute the
private areas of the Condominium. SHARED EXPENSES:
Shared expenses will be
understood to be those which refer to the management and
maintenance of the
Condominium which the joint owners are obligated to
contribute to in a manner
which is proportional to the percentage of their
private property with regard
to the overall value of the Condominium, i.e., the
percentage that corresponds
to their property within the stated total value.
Shared expenses are those
which are established by Law, the collection of solid
wastes, security, shared area
maintenance, as well as those expenses which are
specified by the Condominium
Meeting by recommendation of Condominium Management
in compliance with its
obligations. LAW: The Regulating Law of Condominium
Property, Law Number seven
thousand nine hundred thirty-three of November
Twenty-Five, Nineteen
Ninety-Nine, and its reforms. ADMINISTRATIVE STAFF:
Individuals in general who
render personal services to the companies which are
installed in the Condominium
or to the Administrator thereof. PROPERTY OF THE
CONDOMINIUM: This is
understood to be all of the area described in the Deed
of
Constitution of the
Condominium which subjects said area to the Condominium
Property
<PAGE>
System, including all of the
corresponding improvements and entitlements
thereto. SERVICE PROVIDER:
The individual or company which the Administrator of
the Condominium will be
empowered to hire to provide the general services that
the joint owners pay through
their maintenance fee. BYLAW: The current
Condominium and Management
Bylaw of Condominio Global. BUILDING CODE: The Code
will be established by the
Building Committee for the approval, inspection and
regulation of construction
within the Condominium, within its subsidiary
properties and Independent
condominiums, and shall specify and develop the
architectural, urban,
construction, structural, esthetic and landscaping
standards for the Condominium
and the Independent Condominiums. AFFILIATED
SUBSIDIARY: The subsidiary
properties of the Independent Condominiums. WORKERS:
Individuals in general who
render personal service to the companies installed in
the Condominium. VISITORS:
These are people who visit the Condominium for any
reason, either invited by
Management or by the joint owners, lessees, occupants
or holders, under any title,
or those people who work doing repairs,
maintenance, construction,
cleaning, or who simply visit, or people looking for
work, with the exception of
the administrative personnel and executives and
workers of the companies
which are installed in the Condominium. FIRST CHAPTER:
SCOPE AND TERM: FIRST
ARTICLE: GENERAL OBLIGATORY NATURE: This Condominium and
Management Bylaw is
obligatory on all the joint owners, lessees, occupants
or
holders under any title
derived from the property in condominium, as well as any
visitors to whom it may
apply. Also, it will be obligatory on the successors of
those rights or people who
are entitled thereto under any title, lessees or
subleases, as well as
anybody, either individual or corporation, who under
private contract or
court
<PAGE>
ruling should acquire the
property, possession thereof, the use and enjoyment of
any of the subsidiary
properties resulting from the Condominium, which shall
be
governed by Law, as well as
the terms and conditions of the Deed of Constitution
of the Condominium.
Condominio Global is planned in such manner that each one
of
its subsidiary properties may
be constructed and subjected to different stages
of development which shall be
independent one from others, each of which
subsidiary properties shall
be capable of being converted into the parent
property of an independent
condominium, without thereby losing its nature as a
subsidiary property to the
Condominium, in other words, all of the stages of
development will always be
connected as part of a general whole which shall
enjoy the same services and
shared areas. Consequently, the bylaw of each one of
the independent condominiums
which will be constituted by each of the subsidiary
properties shall be in
complete harmony and uniformity with this Condominium
and
Management Bylaw, which shall
be generally applied and abided by the
Condominium, and its
stipulations shall prevail in the case of discrepancy,
omission or confusion, over
the stipulations of the Condominium and Management
Bylaw of the independent
condominiums that are constituted by each one of the
subsidiary properties that
make up the Condominium, since they, even if they
become the parent properties
of new independent condominiums, shall conserve
their nature as subsidiary
properties to Condominio Global. SECOND ARTICLE:
IRREVOCABILITY: Should there
exist any reserved private contract subscribed
between the persons indicated
in the preceding article which in any manner
modifies, alters, or revokes
the legal system established by Law and this Bylaw,
it shall be found null for
all purposes and shall lack validity in regard to the
joint owners of the
Condominium and in
<PAGE>
regard to third parties, as
well as any stipulation of the internal management
regulation of each one of the
Independent condominiums which may be constituted
by the subsidiary properties
of the Condominium which modify, alter, revoke the
stipulations of this Bylaw.
Expressly excluded from this provision are the
documents that are mentioned
in the Twenty-Ninth Article of this Bylaw, which
are acknowledged as valid and
binding on all the joint owners. THIRD ARTICLE:
REFORMS: This Bylaw shall be
duly approved and enter in effect from the moment
in which the Condominium is
registered in the Public Registry. Any reform to
this Bylaw, as well as the
emission of new text shall correspond solely and
exclusively to the
Condominium Owners' General Meeting, by unanimous decision
of
all the Condominium owners,
according to the provision of Article Twenty-Seven,
Paragraph 5, of the Law. In
accordance with the above, any reform or draft of a
new Bylaw must be verified by
public deed and registered in the Public Registry,
if such procedure is
possible. SECOND CHAPTER. PRIVATE ASSETS AND SHARED
ASSETS.
- PRIVATE ASSETS: The
Condominium consists of thirteen subsidiary properties
which are described as land
for the construction of office buildings, industrial
or commercial units, and
which make up the private area of the Condominium. Each
one of the subsidiary
properties has been identified by means of a lot number,
as appears on the
corresponding blueprint as well as in the deed of
constitution. The joint
owners acquire, together with the subsidiary or private
assets, the right to use the
shared elements that are defined by Law and this
Bylaw, as well as those
entitlements and obligations which are acknowledged and
imposed by this Bylaw. In
such manner that each one of the joint owners may hold
and derive from the
entitlement that they may have over the subsidiary
property
understood
<PAGE>
to be the private area, the
right to enjoy all of those elements of the
Condominium that are
stipulated for shared use and are necessary for its
existence and conservation.
FIFTH ARTICLE: SHARED ASSETS: Shared assets will be
understood to be civil
infrastructure works, such as: vehicular access ways and
on-site concrete or paved
roads, sidewalks and gutters with their respective
curbs, the rainwater runoff
system, sanitary waste system, drinking water
system, power distribution
and exterior lighting grid, telephone and cable TV
network, irrigation system,
waste water treatment plant, green zones and parks,
master power control room,
water supply control room, surveillance and vehicular
access control stations, and
perimeter fence, as well as any other urban
development required
according to law in keeping with the type of industrial
or
commercial development to be
executed in the Condominium, as well as those set
forth in Article Ten of the
Law. the Condominium expressly gives the right of
way through the shared areas
to all government and local agencies that govern or
regulate basic public
utilities, such as Empresa de Servicios Publicos de
Heredia(1) ESPH, in the case
of the private supplier of water and power service,
the Costa Rican Institute of
Electricity ICE, Costa Rican Institute of Aqueducts
and Sewers AyA, Radiografica
Costarricense S.A.(2) RACSA, and any other data
communications or general
services company of the Condominium which may have
been previously approved and
contracted by Management or by the Condominium
Owners' General Meeting to
execute work necessary for the operation and
maintenance of the shared
areas. Likewise and under Article Twenty-Seven of the
Law, shared assets will be
those which are qualified as such by the Condominium
Owners' General Meeting, even
if they are
----------
(1) TN - Heredia Public
Utilities
