Form of Lease Agreement, dated October 1, 2019, by and between the Company and IPX Medical Center Drive Investors, LLC

 

 

Exhibit A	-	Premises Plan
Exhibit B	-	Declaration of Acceptance
Exhibit C	-	Work Agreement
Exhibit D	-	Building/Project Rules and Regulations
Exhibit E	-	Cleaning Specifications
Exhibit F	-	Location of Tenant’s Exterior Signage
Exhibit G	-	Work Rules and Regulations

 

 

 

 

 

A. Building: A building containing approximately One Hundred Fifteen Thousand Six Hundred Ninety-One (115,691) square feet of total rentable area as of the date hereof and located at 9605 Medical Center Drive, Rockville, Maryland. Except as otherwise expressly provided in this Lease, the term “Building” shall include all portions of said building, including, but not limited to, the Premises, the Common Areas and the Parking Lot.

 

B. Premises: an agreed upon Twenty-Two Thousand Four Hundred Seventy-Seven (22,477) square feet of rentable area known as Suite 100 located on the first (1st) floor of the Building, as more particularly designated on Exhibit A. The rentable area in the Building and in the Premises has been determined by Landlord's architect in accordance with the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 and agreed upon by Tenant.

 

C. [Intentionally Omitted.]

 

D. Term: Approximately one hundred twenty-nine (129) months, as more particularly defined in Section 2.A. hereof.

 

E. Anticipated Delivery Date: August 1, 2019. The actual Delivery Date shall be the date defined as such in Article 3 hereof and the Lease Commencement Date shall be the date defined as such in Section 2.A. hereof.

 

F. Base Rent: Seven Hundred Sixty-Four Thousand Two Hundred Eighteen and 00/100 Dollars ($764,218.00) for the first Lease Year, divided into twelve (12) equal monthly installments of Sixty-Three Thousand Six Hundred Eighty-Four and 83/100 Dollars ($63,684.83) each for the first Lease Year, and thereafter as increased by the Base Rent Annual Escalation Percentage, as set forth in Section 4.A hereof.

 

G. Base Rent Annual Escalation Percentage: two and one-half percent (2.5%).

 

H. [Intentionally omitted].

 

I. [Intentionally omitted].

 

 

J. Security Deposit: Two Hundred Fifty-Four Thousand Seven Hundred Thirty-Nine and 32/100 Dollars ($254,739.32).

 

K. Brokers: Cushman & Wakefield of Maryland, Inc., as agent for Landlord, and Scheer Partners, Inc., as agent for Tenant.

 

L. Tenant Notice Address: 209 Perry Parkway, Suite 13, Gaithersburg, Maryland 20877, until Tenant has commenced beneficial use of the Premises, and at the Premises, after Tenant has commenced beneficial use of the Premises with copies at all times to: Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, Attention: Barry Grossman, Esq.

 

M. Landlord Notice Address: IPX Medical Center Drive Investors, LLC, c/o BPG Management Company, L.P., 301 Oxford Valley Road, Suite 1203A, Yardley, Pennsylvania 19067, Attention: Property Manager, with copies to: Greenstein DeLorme & Luchs, P.C., 1620 L Street, N.W., Suite 900, Washington, D.C. 20036, Attention: Jared S. Greenstein, Esq.

 

N. Landlord Payment Address: IPX Medical Center Drive Investors, LLC and delivered to IPX Medical Center Drive Investors LLC at c/o BPG Management Company, L.P., 301 Oxford Valley Road, Suite 1203A, Yardley, Pennsylvania 19067, Attention: Accounts Receivable; provided, however, that at Landlord’s sole option, following at least thirty (30) days written notice to Tenant, Tenant shall thereafter make all payments due and payable to Landlord under this Lease by means of electronic transfers of funds from Tenant’s financial institution to Landlord’s designated financial institution.

 

O. Building Hours: 8:00 a.m. to 6:00 p.m. on Monday through Friday (excluding Holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding Holidays), and such other hours, if any, as Landlord from time to time determines.

 

P. Guarantor(s): None.

 

Q. Parking Spaces: Seventy-Eight (78).

 

 

R. Alterations: Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings.

 

S. Common Areas: Those areas of the Building and/or Land, as the case may be, made available by Landlord now or in the future for use by Tenant in common with Landlord, other tenants of the Building and the employees, agents and invitees of Landlord and of such other tenants.

 

 

T. Default Rate: That rate of interest which is five (5) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable ("Bank of America"), from time to time as its "prime" rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event that Bank of America ceases to announce such a prime rate of interest, Landlord, in Landlord's reasonable discretion, shall designate the prime rate of interest by another bank located in the Washington, D.C. metropolitan area, which shall be the prime rate of interest used to calculate the default rate.

 

U. Ground Leases: All ground and other underlying leases from which Landlord's title to the Land and/or the Building is or may in the future be derived. "Ground Lessors" shall denote those persons and entities holding such ground or underlying leases.

 

V. Holidays: New Year's Day, Presidents' Day, Martin Luther King, Jr.'s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any other holidays designated by an executive order of the President of the United States or by Act of Congress; provided, however, that Landlord retains the right, in its sole discretion, to increase or to decrease the legal holidays which it observes.

 

W. Land: The real estate that supports the Building, and all associated easements.

 

X. Tenant's Work: All work to be performed by Landlord or Tenant, as applicable, under the Work Agreement, including Additional Tenant Work (as defined in Exhibit C).

 

Y. Lease Commencement Date: The date this Lease commences, as determined pursuant to Section 2.A. below.

 

Z. Lease Year: That period of twelve (12) consecutive calendar months that commences on the Lease Commencement Date, and each consecutive twelve (12) month period thereafter; provided, however, that (i) if the Lease Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month following the month in which the first anniversary of the Lease Commencement Date occurs, and (ii) the eleventh (11th) Lease Year is for a period of nine (9) months. The earliest such twelve (12) month period shall be referred to as the "first Lease Year," and each of the following Lease Years shall similarly be numbered for identification purposes.

 

AA. Mortgages: All mortgages, deeds of trust and similar security instruments which may now or in the future encumber or otherwise affect the Building or the Land, including mortgages related to both construction and permanent financing. "Mortgagees" shall denote those persons and entities holding such mortgages, deeds of trust and similar security instruments.

 

 

BB. Operating Expenses: All actual costs and expenses incurred by Landlord during any calendar year in managing, operating and maintaining the Building and the Land (as well), as determined by Landlord in accordance with an accounting system established and regularly applied by Landlord. Such costs and expenses shall include, but not be limited to, the cost of water, gas (only for the Common Areas), sanitary sewer, storm sewer, electricity (only for the Common Areas), and other utilities, trash removal, telephone services, insurance, janitorial and char services (only for the Common Areas), and supplies, security services, labor costs (including social security taxes and contributions and fringe benefits), charges under maintenance and service contracts (including, but not limited to, chillers, boilers, elevators, window and security services), central heating and air conditioning, management fees, business taxes, license fees, public space and vault rentals and charges, costs, charges and other assessments made by or for any entity operating a business improvement district in which the Building is located, condominium fees, assessments, dues, expenses, and other charges which are paid by Landlord as a result of the Building, the Land or part or all of both being part of a condominium, and the cost of any equipment or services provided by Landlord in connection with the servicing, operation, maintenance, repair and protection of the Building and the Land and related exterior appurtenances (whether or not provided on the Lease Commencement Date). Operating Expenses shall include the cost of capital improvements made by Landlord to manage, operate or maintain the Building, together with any financing charges incurred in connection therewith, provided that such costs shall be amortized over the useful life of the improvements and only the portion attributable to the calendar year shall be included in Operating Expenses for the calendar year; further provided, that capital expenditures shall be limited to (a) improvements or building elements added to the Building which in Landlord’s reasonable judgment will increase the efficiency of the Building (i.e., are reasonably anticipated by Landlord to reduce Operating Expenses as they relate to the item which is the subject of the capital expenditure or to reduce the rate of increase in the Operating Expense which relates to the item which is the subject of the capital expenditure from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure), and (b) improvements or replacements which are required to comply with the requirements of any laws, regulations, or insurance or utility company requirements, except with respect to conditions existing in violation thereof on the Lease Commencement Date. Operating Expenses shall not include: (i) Real Estate Tax Expenses; (ii) payments of principal and interest on any Mortgages; (iii) leasing commissions; (iv) costs of preparing, improving or altering any space in preparation for occupancy of any new or renewal tenant; (v) capital expenditures, except as specified above; (vi) costs of electricity supplied to the individual premises of tenants of the Building and the costs of special services and utilities separately paid by particular tenants of the Building; (vii) costs which are reimbursed to Landlord by insurers or by governmental authorities in eminent domain proceedings; (viii) advertising for space in the Building; (ix) costs of any equipment , services or utilities which are provided solely to one or more retail tenants of the Building, (x) ground rent or other rental payments made under any ground lease or underlying lease except to the extent that the same constitutes real estate taxes, insurance premiums or the like; (xi) salaries, wages, or other compensation paid to officers or executives of Landlord (i.e., employees above the level of portfolio manager); (xii) salaries, wages, or other compensation or benefits paid to off-site employees or other employees of Landlord who are not assigned full-time to the operation, management, maintenance, or repair of the Building; provided however, Operating Expenses shall include Landlord's reasonable allocation of compensation paid for the wages, salary, or other compensation or benefits paid to the employees at or below the level of portfolio manager, if offsite, who are assigned part-time to the operation, management, maintenance, or repair of the Building (including, but not limited to, accountants and engineers); (xiii) any costs, fines or penalties incurred due to the violation by Landlord of any governmental rule or authority, if such violation existed as of the Lease Commencement Date; (xiv) costs incurred in connection with disputes with tenants, other occupants, or prospective tenants, or costs and expenses incurred in connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building; (xv) costs incurred in connection with the sale, financing, refinancing, mortgaging, selling or change of ownership of the Building; (xvi) costs arising from the presence of Hazardous Materials in or about or below the Land or the Building, including without limitation, hazardous substances in the groundwater or soil (unless introduced into, caused or exacerbated by Tenant); and (xvii) any amounts paid to any person, firm, or corporation related to or otherwise affiliated with Landlord or any general partner, officer or director of Landlord or any of its general partners to the extent they exceed arm’s-length competitive prices paid in Rockville, Maryland for similar services of comparable quality rendered by persons or entities of similar skill, competence and experience. In the event that, during any calendar year or portion thereof during the Term, Landlord shall furnish any utility or service which is included in the definition of Operating Expenses to less than one hundred percent (100%) of the rentable area of the Building because (i) less than all of the rentable area of the Building is occupied, (ii) any such utility or service is not desired or required by any tenant, or (iii) any tenant is itself obtaining or providing any such utility or service, then the Operating Expenses for such calendar year shall be increased to equal the total expenses that Landlord reasonably estimates it would have incurred if Landlord had provided all such utilities and services to one hundred percent (100%) of the rentable area of the Building for the entire calendar year. For example, if the average occupancy rate of the Building during a calendar year is eighty percent (80%), the janitorial contractor's charges are $1.00 per occupied rentable square foot per year, and the Building contains one hundred thousand (100,000) rentable square feet of space, then it would be reasonable for Landlord to estimate that, if the Building had been one hundred percent (100%) occupied during the entire calendar year, janitorial charges for such calendar year would have been One Hundred Thousand Dollars ($100,000) and to compute the Operating Expenses for such calendar year accordingly. In no event shall the provisions of this paragraph be used to enable Landlord to collect from the tenants of the Building more than one hundred percent (100%) of the costs and expenses incurred by Landlord in managing, operating and maintaining the Building and the Land.

 

 

CC. Premises' Standard Electrical Capacity: The electrical capacity sufficient to support Tenant's balanced consumption of five (5.0) watts per square foot of rentable area for Tenant computer and receptacle loads and two (2.0) watts per square foot of rentable area for Tenant lighting.

 

DD. Real Estate Tax Expenses: All (1) real estate taxes, arena taxes, solid waste taxes and related charges, front foot benefit charges, special user fees, rates, and assessments (including general and special assessments, if any), ordinary and extraordinary, foreseen and unforeseen, which are imposed upon Landlord or assessed against the Building or the Land or Landlord's personal property used in connection therewith; (2) other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building, all taxes and assessments for public improvements or any other purpose and any gross receipts or receipts or similar taxes; and (3) out of pocket expenses (including, without limitation, attorneys' and consultants' fees and court costs) reasonably incurred in reviewing, protesting or seeking a reduction of real estate taxes, whether or not such protest or reduction is ultimately successful. Subject to the foregoing, Real Estate Tax Expenses shall not include any inheritance, estate, gift, franchise, corporation, net income or net profits tax assessed against Landlord from the operation of the Building.

 

EE. Rent: All Base Rent and Additional Rent.

 

(1) Base Rent: The amount payable by Tenant pursuant to Section 4.A. below.

 

(2) Additional Rent: All sums of money payable by Tenant pursuant to this Lease other than Base Rent.

 

(3) Monthly Rent: A monthly installment of Base Rent and Additional Rent, if any, which shall equal one-twelfth (1/12th) of Base Rent and Additional Rent then in effect.

 

FF. Rent Commencement Date: As defined in Section 4.A. below.

 

GG. Tenant's Personal Property: All equipment, improvements, furnishings and/or other property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant or with Tenant's permission (other than any property of Landlord), with respect to which Tenant has not been granted any credit or allowance by Landlord, and which: (i) is removable without damage to the Premises, the Building and the Land, and (ii) is not a replacement of any property of Landlord, whether such replacement is made at Tenant's expense or otherwise. Notwithstanding any other provision of this Lease, Tenant's Personal Property shall not include any improvements or other property installed or placed in or on the Premises as part of Tenant's Work, whether or not any such property was purchased or installed at Tenant's expense, except that certain laboratory installations, including, but not limited to, generators, switches, built-in plumbing, fume hoods, built-in warm and cold rooms, deionized water, glass washers, autoclaves, chillers and any related mechanical, electrical and plumbing equipment (collectively, “Installations”) shall be deemed Tenant’s Personal Property.

 

HH. Unavoidable Delay: Any delays due to strikes, labor disputes, shortages of material, labor or energy, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or any other causes beyond the control of Landlord.

 

II. Work Agreement: Exhibit C, the terms of which are hereby expressly incorporated in this Lease.

 

 

 

A. Term of Lease: The term of this Lease (the "Term") shall commence on a date (the "Lease Commencement Date"), as defined below, and shall terminate at Midnight on the last day of the one hundred twenty-ninth (129th) full calendar month of the Term, or such earlier date on which this Lease is terminated pursuant to the provisions hereof (the "Lease Expiration Date"). The Lease Commencement Date shall be the earlier of (i) the one hundred eighty-first (181st) day following the Delivery Date; or (ii) the date Tenant commences beneficial use of any part of the Premises for the conduct of its business operations therein. It is presently anticipated that the Premises will be delivered to Tenant on or about the Anticipated Delivery Date; provided, however, that if Landlord does not deliver possession of the Premises by such date, Landlord shall not have any liability whatsoever, and this Lease shall not be rendered void or voidable, as a result thereof; further provided, however, that, if the Delivery Date has not occurred as of the date which is thirty (30) days following the Effective Date hereof (the “Outside Commencement Date”) and the reason therefor is not an Unavoidable Delay or a delay caused by the act or omission of Tenant or its employees, agents or contractors (hereinafter, “Tenant Delay”), then, as Tenant’s sole and exclusive remedy, the Free Rent Period (defined in Section 4.A. hereof) shall be extended day-for-day for the period commencing on the day following the Outside Commencement Date until such time as the Delivery Date occurs. The Outside Commencement Date shall be extended for any period of delay caused by an Unavoidable or Tenant Delay. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term.

 

B. Declarations: If requested by Landlord at any time during the Term, Tenant promptly will execute a declaration in the form attached hereto as Exhibit B.

 

C. Effective Date: The rights and obligations set forth in this Lease, except for the obligation to pay Rent and as otherwise specifically provided herein to the contrary, shall become effective on the date of final execution of this Lease.

 

 

 

 

 

 

 

 

 

A. Base Rent: Base Rent shall equal the following amounts:

 

Lease Year	Rate of Base RentPer Square FootPer Annum	Rate of Base RentPer Annum	Rate of MonthlyBase Rent
1	$34.00	$764,218.00	$63,684.83
2	$34.85	$783,323.45	$65,276.95
3	$35.72	$802,878.44	$66,906.54
4	$36.61	$822,882.97	$68,573.58
5	$37.53	$843,561.81	$70,296.82
6	$38.47	$864,690.19	$72,057.52
7	$39.43	$886,268.11	$73,855.68
8	$40.42	$908,520.34	$75,710.03
9	$41.43	$931,222.11	$77,601.84
10	$42.47	$954,598.19	$79,549.85
11*	$43.53	$978,423.81	$81,535.32

 

 

 

 

 

B. Payment: All Base Rent and Additional Rent due and payable to Landlord under this Lease shall be paid to Landlord at the Landlord Payment Address. Payments of Rent (other than in cash), if initially dishonored, shall not be considered rendered until ultimately honored as cash by Landlord's depository. Except as expressly set forth otherwise in this Lease, Tenant will pay all Rent to Landlord without demand, deduction, set-off or counter-claim. If any sum payable by Tenant under this Lease is paid by check which is returned due to insufficient funds, stop payment order, or otherwise, then: (a) such event shall be treated as a failure to pay such sum when due; and (b) in addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled (i) to impose, as Additional Rent, a returned check charge of Fifty Dollars ($50.00) to cover Landlord's administrative expenses and overhead for processing, and (ii) to require that all future payments be remitted by wire transfer, money order, or cashier's or certified check.

 

C. Late Fee: If Tenant fails to make any payment of Rent on or before the date when payment is due, then Tenant also shall pay to Landlord a late fee equal to five percent (5%) of the amount that is past due for each month or part thereof until such Rent is fully paid. Said late fee shall be deemed reimbursement to Landlord for its costs of carrying and processing Tenant's delinquent account. Acceptance by Landlord of said late fee shall not waive or release any other rights or remedies to which Landlord may be entitled on account of such late payment.

 

D. REIT/UBTI: Landlord and Tenant agree that no rental or other payment for the use or occupancy of the Premises is or shall be based in whole or in part on the net income or profits derived by any person or entity from the Building or the Premises. Tenant further agrees that it will not enter into any sublease, license, concession or other agreement for any use or occupancy of the Premises which provides for a rental or other payment for such use or occupancy based in whole or in part on the net income or profits derived by any person or entity from the Premises so leased, used or occupied. Nothing in the foregoing sentence, however, shall be construed as permitting or constituting Landlord's approval of any sublease, license, concession, or other use or occupancy agreement not otherwise approved by Landlord in accordance with the provisions of Section 23 of this Lease.

 

 

 

A. Sales, Use or Other Taxes or Traffic Mitigation Charges: If during the Term any governmental authority having jurisdiction over the Building or the Land levies, assesses or imposes any traffic mitigation charge or any tax on Landlord, the Premises, the Building or the Land or the rents payable hereunder, in the nature of a sales tax, use tax or any tax except (i) taxes on Landlord's income, (ii) estate or inheritance taxes, or (iii) Real Estate Tax Expenses, then Tenant shall pay its proportionate share of any such tax or traffic mitigation charge to Landlord within fifteen (15) days after receipt by Tenant of notice of the amount of such tax or traffic mitigation charge.

 

B. To Cover Operating Expenses and Real Estate Tax Expenses:

 

(1) Definitions: As used herein, "Tenant's Share of Operating Expenses" shall be that percentage of Operating Expenses which is the equivalent of the number of square feet of rentable area in the Premises (22,477 on the Lease Commencement Date) divided by the number of square feet of rentable area in the Building (115,691 on the Lease Commencement Date). As used herein, "Tenant's Share of Real Estate Tax Expenses" shall be that percentage of Real Estate Tax Expenses which is equivalent to the number of square feet of rentable area in the Premises (22,477 on the Lease Commencement Date) divided by the number of square feet of rentable area in the Building (115,691 on the Lease Commencement Date). However, in no event shall any of the aforesaid sums be less than zero. Notwithstanding the foregoing provisions of this Subsection 5.B.(1), in determining Tenant’s Share of Operating Expenses for any calendar year, the portion of Operating Expenses for such calendar year which constitute Controllable Operating Expenses (as hereinafter defined) shall not exceed one hundred six percent (106%) of the amount of Controllable Operating Expenses (as hereinafter defined) for the immediately preceding calendar year (the “Controllable Operating Expenses Cap”); provided, however, that in the event that Controllable Operating Expenses exceed such Controllable Operating Expenses Cap in any calendar year, Landlord may include the portion of Controllable Operating Expenses from such calendar year which was in excess of the Controllable Operating Expenses Cap for such calendar year in Operating Expenses for any future calendar year(s) until fully charged, so long as such Controllable Operating Expenses for any such future calendar year(s) do not exceed the Controllable Operating Expenses Cap for that future calendar year. As used herein, “Controllable Operating Expenses” shall mean all Operating Expenses except for the following: (i) taxes, assessments or other similar governmental charges, (ii) insurance, (iii) utilities, (iv) costs of snow and ice removal, and (v) costs incurred to comply with laws and government regulations so long as the violation did not exist on the Delivery Date.

 

(2) Payment of Tenant's Share: In addition to all other Rent set forth herein, for each calendar year during the Term commencing on the Rent Commencement Date, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant's Share of Operating Expenses and an amount equal to Tenant's Share of Real Estate Tax Expenses; provided, however, that for the calendar years during which the Term begins and ends, Tenant's Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses shall be prorated based upon the greater of: (i) the number of days during such calendar year that this Lease is in effect, or (ii) the number of days that Tenant actually occupies the Premises or any portion thereof.

 

 

C. Statements: For each calendar year during the Term, Landlord shall deliver to Tenant a statement estimating Tenant's Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses for such calendar year, which Tenant shall pay in equal monthly installments in advance on the first day of each calendar month during each calendar year. Tenant shall continue to pay such estimated Tenant’s Share of Operating and Tenant’s Share of Real Estate Tax Expenses until Tenant receives the next such statement from Landlord, at which time Tenant shall commence making monthly payments pursuant to Landlord's new statement. With the first payment of Additional Rent herein which is due at least thirty (30) days after Tenant's receipt of a statement from Landlord specifying Tenant's Share of estimated Operating and Tenant’s Share of estimated Real Estate Tax Expenses payable during the calendar year, Tenant shall pay the difference between Tenant’s monthly share of such sums for the preceding months of the calendar year and the monthly installments which Tenant has actually paid for said preceding months.

 

D. Retroactive Adjustments: After the end of each calendar year, Landlord shall determine the actual Operating Expenses and Real Estate Tax Expenses for such calendar year, Landlord shall calculate the foregoing sums and Landlord shall provide to Tenant a statement of Tenant's Share of Operating Expenses and Tenant’s Share of Real Estate Tax Expenses for the calendar year. Within thirty (30) days after delivery of any such statement, Tenant shall pay to Landlord (i) any deficiency between the amount shown as Tenant's Share of Operating Expenses for the calendar year and the estimated payments thereof made by Tenant and (ii) any deficiency between the amount shown as Tenant’s Share of Real Estate Tax Expenses for the calendar year and the estimated payments thereof made by Tenant. Tenant shall be credited with any excess estimated payments toward subsequent Rent payments by Tenant.

 

E. Change In or Contest of Taxes: In the event of any change by any taxing body in the period or manner in which any of the Real Estate Tax Expenses are levied, assessed or imposed, Landlord shall have the right, in its sole discretion, to make equitable adjustments with respect to computing increases in Real Estate Tax Expenses. Real Estate Tax Expenses which are being contested by Landlord shall be included in computing Tenant's Share of Real Estate Tax Expenses under this Section 5, but if Tenant shall have paid Rent on account of contested Real Estate Tax Expenses and Landlord thereafter receives a refund of such taxes, Tenant shall receive a credit toward subsequent Rent payments in an amount equal to Tenant's proportionate share of such refund.

 

F. Audit: Any statement provided to Tenant by Landlord pursuant to this Section 5 shall be conclusive and binding upon Tenant unless, within one hundred twenty (120) days after receipt thereof, Tenant notifies Landlord of the respects in which the statement is claimed to be incorrect. If Tenant timely notifies Landlord within said 120-day period, then within fifteen (15) days after such notice, Tenant shall have reasonable access during normal business hours and at Tenant's expense, to appropriate books and records of Landlord relating to the amount of expenses covered by the disputed statement, for the purpose of verifying the statement. Any such review shall be made only by Tenant's employees and/or by an auditor hired by Tenant who is a Certified Public Accountant and who is employed on other than a contingent fee basis. Unless otherwise mutually agreed, any dispute shall be determined by arbitration in the jurisdiction in which the Premises are located, in accordance with the then current commercial rules of the American Arbitration Association. The costs of the arbitration shall be divided equally between Landlord and Tenant, except that each party shall bear the cost of its own legal fees, unless the arbitration results in a determination that Landlord's statement contained a discrepancy of less than five percent (5%) in Landlord's favor, in which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, legal fees. Pending determination of any dispute, Tenant shall pay all amounts due pursuant to the disputed statement, but such payments shall be without prejudice to Tenant's position.

 

 

 

A. Permitted Use: Tenant shall use and occupy the Premises solely for general (non-medical and non-governmental) office and laboratory purposes currently associated with virus vector, plasmid, cell and gene therapies research and development and commercialized GMP manufacturing, and other incidental uses such as a pantry or shower, consistent with the character of the Building and in accordance with all applicable Laws, and for no other purpose.

 

B. Legal and Other Restrictions of Tenant's Use: Tenant shall not use or occupy the Premises for any unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises or the Building or that will constitute waste, nuisance or unreasonable annoyance to Landlord or any other tenant or user of the Building, or in any manner that will increase the number of parking spaces required for the Building or its full occupancy as required by law. Tenant shall comply with all present and future laws (including, without limitation, the Americans with Disabilities Act (the "ADA") and the regulations promulgated thereunder, as the same may be amended from time to time), ordinances (including without limitation, zoning ordinances and land use requirements), regulations, orders and recommendations (including, without limitation, those made by any public or private agency having authority over insurance rates) (collectively, "Laws") concerning the use, occupancy and condition of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all of which shall be complied with in a timely manner at Tenant's sole expense. If any such Law requires an occupancy or use permit or license for the Premises or the operation of the business conducted therein (including a certificate of occupancy or nonresidential use permit), then Tenant shall obtain and keep current such permit or license at Tenant's expense and shall promptly deliver a copy thereof to Landlord. Use of the Premises is subject to all covenants, conditions and restrictions of record. Tenant shall not use any space in the Building for the sale of goods to the public at large or for the sale at auction of goods or property of any kind. Tenant shall not conduct any operations, sales, promotions, advertising or special events in, on or about the Building outside of the Premises but may conduct wholly within the Premises seminars, promotional events or training sessions for its investors, customers or guests, subject to the other terms and provisions of this Lease. To the best of Landlord’s knowledge, general office use and general laboratory use are permitted uses of the Premises pursuant to the existing certificate of occupancy; provided, however, that Landlord makes no representations regarding Tenant’s particular intended use of the Premises for a use other than general office use or general laboratory use.

 

 

 

A. Tenant’s Obligations: Tenant shall at its expense keep the Premises (including all improvements, fixtures and other property located therein) in a neat and clean condition and in good order and repair, and will suffer no waste or injury thereto. Tenant shall maintain all fixtures, furnishings and equipment located in, or exclusively serving, the Premises in clean, safe and sanitary condition, shall take good care thereof and make all required repairs and replacements thereto. Tenant shall give Landlord prompt written notice of any defects or damage to the structure of, or equipment or fixtures in, the Building or any part thereof. Tenant shall surrender the Premises at the end of the Term in as good order and condition in accordance with the terms and provisions of the Lease, ordinary wear and tear excepted.

 

B. Landlord’s Obligations: Landlord shall use commercially reasonable efforts to maintain the exterior and demising walls, the foundation, the roof and the Common Areas of the Building, and the base Building mechanical, electric, life safety, HVAC, plumbing systems, pipes and conduits, as well as the HVAC Unit, in good order, repair, and condition during the Term, and shall promptly make such repairs thereto as become necessary after obtaining actual knowledge of the need for such repairs, all costs of which shall be included in Operating Expenses to the extent permitted by Section 1.BB. hereof (except that the costs related to the HVAC Unit for which Tenant shall pay Tenant’s HVAC Unit Costs [as that term is defined in Section 12.A(2) hereof]), unless the need for any such maintenance or repair (including, maintenance and repair of the HVAC Unit) is brought about by any act or omission of Tenant, its agents, employees or invitees, in which event Tenant shall have the obligation to make, at its sole cost and expense, such repairs.

 

 

 

A. Making of Alterations; Landlord's Consent: Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord both as to whether the Alterations may be made and as to how and when they will be made. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any non-structural Alteration which Tenant may desire to make to the Premises; provided, however, that Landlord shall retain sole and absolute discretion to withhold its consent to any Alteration, whether structural or non-structural, which may, in the sole and absolute judgment of Landlord (1) adversely affect the marketability of the Premises, (2) exceed the capacity of, hinder the effectiveness of, interfere with the electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Premises or the Building or which will be connected to any of such systems, or (3) be visible from outside the Premises. Notwithstanding the foregoing, Tenant shall have the right, after providing at least ten (10) days prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to recarpet, repaint, or to make purely “cosmetic” or “decorative” nonstructural Alterations in and to the Premises that (I) do not fall within clauses (1) through (3) above, (II) do not require the issuance of a building permit, and (III) do not cost, when aggregated with all other Alterations made during the previous twelve (12) months, more than One Hundred Thousand Dollars ($100,000.00).

 

 

 

B. No Liens: Tenant shall take all necessary steps to ensure that no mechanic's or materialmen's liens are filed against the Premises, the Building or the Land as a result of any Alterations made by the Tenant. If any mechanic's lien is filed, Tenant shall discharge the lien within ten (10) business days thereafter, at Tenant's expense, by paying off or bonding the lien. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith, nor shall Landlord’s receipt of any fee in connection with any Alterations or Tenant’s Work or Landlord’s payment of any allowance to Tenant with respect to any work performed in or with respect to the Premises by or on behalf of Tenant be deemed to constitute a basis for Landlord’s interest in the Premises or the Building to be subjected to any lien. If Tenant shall lease or finance the acquisition of equipment, furnishings, or personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor or creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing Statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Building be furnished on the statement without qualifying language as to the applicability of the lien only to removable personal property, located in an identified suite leased by Tenant. Following Tenant’s written request, Landlord will execute an agreement on Landlord’s standard form pursuant to which Landlord will agree with Tenant’s lender in the ordinary course to subordinate its interest, if any, in Tenant's inventory, trade fixtures, furnishings or equipment and other personal property in favor of such lender.

 

 

 

A. Permitted Equipment: Tenant shall not install or operate in the Premises any equipment or other machinery that, in the aggregate, will cause Tenant to use more than the Premises' Standard Electrical Capacity, without: (i) obtaining the prior written consent of Landlord, who may condition its consent upon the payment by Tenant of Additional Rent for additional consumption of utilities, additional wiring or other expenses resulting therefrom, (ii) securing all necessary permits from governmental authorities and utility companies and furnishing copies thereof to Landlord, and (iii) complying with all other requirements reasonably imposed by Landlord. Tenant shall provide Landlord with a list of all equipment that Tenant intends to install or operate in the Premises which operate on more than one hundred twenty (120) volts, and Tenant shall provide Landlord with an updated list of such equipment prior to the installation or use of any additional equipment which operates on more than one hundred twenty (120) volts. Tenant shall not install any equipment or machinery which may necessitate any changes, replacements or additions to or material changes in the use of water, heating, plumbing, air conditioning or electrical systems of the Building without obtaining the prior written consent of Landlord, who may withhold or deny its consent in its absolute discretion.

 

B. Payment For Excess Utility Usage: If Tenant's equipment shall result in electrical demand in excess of the Premises' Standard Electrical Capacity, Landlord shall have the right, in its sole discretion, to install additional transformers, distribution panels, wiring and other applicable equipment at the expense of Tenant. None of the equipment so installed shall be deemed to be Tenant's Personal Property. If at any time during the Term, Tenant's connected electrical load from its use of equipment and fixtures (including incandescent lighting and power), as estimated by Landlord, exceeds the Premises' Standard Electrical Capacity, then Landlord may, at its option: (i) install separate electrical meter(s) for the Premises, or (ii) cause a survey to be made by an independent electrical engineer or consulting firm to determine the amount of electricity consumed by Tenant beyond the Premises' Standard Electrical Capacity. Tenant shall reimburse Landlord for the cost of the installation of said meter(s) or completion of said meter(s) or survey, and shall pay as Additional Rent the cost of any electricity in excess of an average of the Premises Standard Electrical Capacity, at the rate charged by the utility company providing such electricity, assuming continuous business hours, within ten (10) days after receipt of any bill therefor from Landlord. Tenant shall reimburse Landlord for the cost of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area) during any billing period over the average usage (per square foot of rentable area) during the same period for the entire Building, as reasonably calculated by Landlord.

 

 

C. Noise; Vibration; Floor Load: Business machines and equipment belonging to Tenant, which cause noise or vibration that may be transmitted to any part of the Building to such a degree as to be reasonably objectionable to Landlord or to any tenant of the Building, shall be installed and maintained by Tenant at Tenant's expense on devices that eliminate the noise and vibration. Tenant shall not place any load upon the floor of the Premises which exceeds the per square foot load the floor was designed to carry (eighty (80) pounds per square foot for live loads and twenty (20) pounds per square foot for dead loads).

 

D. Separate Metering of Electricity and Gas: All electrical consumption (including, but not limited to, all costs of providing heating and air conditioning to the Premises) and all costs of consumption of gas within the Premises shall be separately metered by Tenant, at Tenant’s sole cost and expense, as part of Tenant’s Work, and Tenant shall timely pay the full amount of the costs of such consumption directly to the providers thereof as and when the same become due and payable. Tenant shall be responsible for the installation, maintenance, repair and, if applicable, replacement of the aforesaid meters, all of which shall be performed at Tenant’s sole cost and expense; provided, however, that in the event that the meters require maintenance, repair or replacement and Tenant does not perform same within ten (10) days following notice from Landlord, then Landlord shall have the right to perform such maintenance, repair or replacement, in which case Tenant shall reimburse Landlord as Additional Rent for the costs thereof, including, but not limited to, an administrative fee to Landlord, which reimbursement shall be made by Tenant to Landlord within ten (10) days following Landlord’s written demand therefor to Tenant. In the event that a failure or malfunction of the meters installed in the Premises prevents the rendering of accurate invoices to Tenant from the utility providers, Landlord shall have the right to prepare and issue to Tenant billings prepared by Landlord’s property manager, based upon its reasonable estimate of Tenant’s consumption of electricity and gas in the Premises, and Tenant shall pay the amount of such billings to Landlord as Additional Rent in lieu of charges based upon the measurement from the failed or malfunctioning meter(s).

 

E. Shared Backup Generator: Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to use, in common with other tenants of the Building, the existing generator for the Building (the “Existing Generator”) in accordance with the terms and conditions of this Section 9.E; provided, however, that Tenant shall not connect more than four (4) watts of electricity per square foot of the Premises to the Existing Generator; and further provided, that Tenant shall be responsible for Tenant's proportionate share of all costs of utilities consumed by such Existing Generator based on Tenant’s actual usage of the Existing Generator versus the usage of the Existing Generator by other tenants of the Building (such costs being hereinafter referred to as “Tenant’s Generator Costs”). Tenant shall pay Tenant’s Generator Costs to Landlord as Additional Rent during the Term within thirty (30) days after Landlord renders an invoice therefor, which invoices may be rendered by Landlord from time to time during the Term. Tenant hereby accepts the Existing Generator in its “as-is” condition as of the Lease Commencement Date, and Tenant agrees that Landlord shall have no liability to Tenant or others based on any failure of the Existing Generator, due to Unavoidable Delays, repair or maintenance work or any other reason, and any such failure of the Existing Generator shall neither render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor cause a diminution or abatement of Rent nor relieve Tenant of any of Tenant's obligations hereunder. Landlord agrees to maintain and repair the Existing Generator in accordance with manufacturer’s specifications, the costs of which shall be included in Operating Expenses.

 

 

F. Tenant’s Generator: Landlord acknowledges that Tenant shall have the right, at Tenant's option and at Tenant’s sole cost and expense, to install, operate, repair, replace and maintain a supplemental battery operated generator (collectively, the “Generator”) in a location to be reasonably determined by Landlord and Tenant (the “Generator Space”); provided, however, that (i) Tenant shall be solely responsible for all costs of installation, maintenance, repair and replacement of the Generator, (ii) Tenant shall be responsible for all costs of operation of such Generator, and (iii) Tenant’s installation of the Generator shall be subject to Landlord’s prior written approval in accordance with the terms and conditions of Section 8.A. hereof. Notwithstanding anything contained in this Section 9.F. to the contrary, Landlord shall use good faith efforts to provide the Generator Space in a location which can accommodate the Generator and all Generator appurtenances at no additional rental cost to Tenant; provided, however, that if Landlord determines that the Generator or any portion thereof should be located in any space in the Building which comprises rentable space, then Tenant shall pay for Tenant's use of the rentable portion of the Generator Space, as Additional Rent hereunder, the then applicable market rent or parking fee for such rentable space, as applicable, as reasonably determined by Landlord. Tenant shall comply with Landlord's standard requirements regarding Tenant’s use, operation and maintenance of the Generator with respect to noise, vibration, screening and testing. Landlord shall have the right, in Landlord's reasonable judgment, by providing Tenant with not less than one hundred twenty (120) days’ prior written notice and paying the reasonable cost of relocation of the Generator, to relocate the Generator from the Generator Space to another area to be determined by Landlord. In addition, Landlord and Tenant acknowledge that the installation of the Generator shall include the costs of demising the Generator Space, if applicable, the costs of installation of connecting conduits, and all actual costs of installation, operation, maintenance, repair, replacement and removal of the Generator, all of which costs shall be paid solely by Tenant. The installation and placement of the Generator shall comply with all applicable Laws. Prior to the Lease Expiration Date, Tenant shall restore the Generator Space and any damage to the Land, the Building, the Premises or any combination thereof, to their condition immediately prior to the installation thereof, reasonable wear and tear, casualty and condemnation excepted.

 

 

 

A. Landlord's Property: Any Alterations and other improvements and any equipment, machinery, furnishings and other property, installed or located in the Premises, the Building or the Land by or on behalf of Landlord or Tenant, except for Tenant's Personal Property: (i) shall immediately become the property of Landlord, and (ii) shall be surrendered to Landlord with the Premises as a part thereof at the end of the Term; provided, however, that if Landlord requests Tenant to remove any Alterations installed by or on behalf of Tenant, Tenant shall cause the same to be removed at Tenant's expense on or before the Lease Expiration Date, or shall reimburse Landlord for the cost of such removal, as elected by Landlord (unless Landlord expressly waives in writing the right to require such removal at the time Landlord gives its consent to the making of such Alterations).

 

 

B. Removal of Property At End of Term: Tenant shall remove all of Tenant's Personal Property, and all computer cabling and wiring installed by or on behalf of Tenant (irrespective of whether such cabling and wiring constitutes Tenant's Personal Property under the terms of this Lease, and at Tenant's expense, using a contractor approved in advance by Landlord in writing), from the Building and the Land on or before the Lease Expiration Date. Any personal property belonging to Tenant or to any other person or entity which is left in the Building or on the Land after the date this Lease is terminated for any reason shall be deemed to have been abandoned. In such event, Landlord shall have the right to store such property at Tenant's sole cost and/or to dispose of it in whatever manner Landlord considers appropriate, without waiving its right to claim from Tenant all expenses and damages caused by Tenant's failure to remove such property, and Tenant and any other person or entity shall have no right to compensation from or any other claim against Landlord as a result.

 

 

 

 

 

 

 

A. Services Provided by Landlord: As long as Tenant is not in Default, as defined in Subsection 19.A. below, Landlord shall provide the following to Tenant, without additional charge, except as otherwise provided herein (including, but not limited to, as provided in Sections 5 and 1.BB. hereof):

 

(1) Elevator service for common use, subject to call at all times, including Sundays and Holidays.

 

(2) Central heating and air conditioning for the non-laboratory portions of the Premises and the Common Areas of the Building during Building Hours, exclusive of Holidays, during the seasons of the year and within the temperature ranges usually furnished in comparable office buildings in the city (or, if not a city, other local jurisdiction) in which the Building is located. Landlord shall provide heat and air conditioning at other times at Tenant's expense, provided that Tenant gives Landlord notice by 1:00 p.m. on weekdays for after-hour service on the next weekday, two (2) business days' notice before a Holiday for service on such Holiday and two (2) business days' notice for after-hour service on Saturday or Sunday. Landlord shall charge Tenant for such after-hour, Holiday and special weekend service at the prevailing rates then being charged by Landlord for such services.

 

 

(3) Cleaning and char services for the non-laboratory portions of the Premises and Common Areas in a manner determined by Landlord.

 

 

(4) Electrical facilities to furnish electricity to the Building up to the Premises' Standard Electrical Capacity (including the replacement of Building standard light bulbs in Building standard light fixtures, it being agreed that if Landlord replaces any other light bulbs in the Premises, Tenant shall pay Landlord the cost of such bulbs and all labor costs incurred by Landlord in connection therewith within fifteen (15) days after Landlord's written demand therefor), it being understood that electricity in the Premises will be provided and paid for by Tenant pursuant to Section 9.D. above.

 

(5) Common Area rest room facilities.

 

(6) Routine maintenance, painting and electrical lighting service for all Common Areas of the Building in such manner as Landlord deems reasonable.

 

(7) Reasonable access to the Premises at all times (twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year), subject to such access control procedures, restrictions and other regulations as Landlord may promulgate.

 

(8) Reasonable access and use of the Building’s the loading dock during Building Hours, subject to prior coordination with Landlord and the rights of other tenants of the Building.

 

(9) Access to the Building via an electronic perimeter access control system, which access control system shall be operated in a manner which is consistent with the types of systems used in comparable buildings of the same age and quality located in the same market area as the Building. On or prior to the Lease Commencement Date, Landlord shall provide to Tenant up to fifty (50) access cards or fobs for Tenant’s employees to access the Building and the Premises, and all additional or replacement access cards or fobs will be paid for by Tenant to Landlord at Landlord’s standard charge therefor from time to time.

 

B. Failure to Provide Services: Landlord shall have no liability to Tenant or others based on any failure by Landlord to furnish the foregoing, due to Unavoidable Delays, repair or maintenance work or any other reason, and such failure shall neither render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor cause a diminution or abatement of Rent nor relieve Tenant of any of Tenant's obligations hereunder. Notwithstanding the foregoing, if any of the services described in Section 12.A. hereof are suspended and such suspension renders the Premises untenantable and continues for more than five (5) consecutive business days, if the reason for the suspension or the continuation of the suspension is anything other than an Unavoidable Delay, all Monthly Base Rent and all Additional Rent due pursuant to Section 5 hereof shall be abated for the period commencing on the sixth (6th) consecutive business day of such suspension and concluding on the date that the service has been restored.

 

 

C. Conservation: Tenant hereby agrees to comply with all energy conservation procedures, controls and requirements instituted by Landlord pursuant to any government regulations or otherwise, including but not limited to controls on the permitted range of temperatures, the volume of energy consumption or the hours of operation of the Building. Institution by Landlord of such controls and requirements shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder.

 

D. Recycling: Without limiting the foregoing, Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Laws of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that any of them or this Lease impose on Tenant duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant's failure to comply with the provisions of this Section 12.D., and, at Tenant's sole cost and expense, shall indemnify, defend and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, using counsel reasonably satisfactory to Landlord.

 

E. Tenant’s Char and Cleaning Responsibilities:

 

(1) Laboratory Cleaning and Removal of Bio-Waste: Tenant shall contract separately to clean daily the laboratory portions of the Premises and to remove bio-waste daily (excluding weekends and Holidays) and as otherwise necessary from all portions of the Premises, including the rest room facilities, office and laboratory areas, floors, windows, fixtures and equipment, in a manner consistent with the nature of the Building and in accordance with Section 36 hereof.

 

(2) Janitorial Services: In addition to the foregoing, Tenant, at Tenant’s sole cost and expense, shall be responsible for providing char and janitorial services to the laboratory portions of the Premises in a manner consistent with the janitorial services provided in buildings comparable to the Building and in space comparable to the Premises, including, but not limited to, the removal and disposal of all trash from the laboratory portions of the Premises.

 

 

 

 

 

 

A. Repairs: Except as otherwise expressly provided in this Lease, all injury, breakage and damage to the Land, the Building or the Premises, caused by any act or omission of Tenant shall be repaired by and at the sole expense of Tenant, except Landlord shall have the right, at its option, to make such repairs and to charge Tenant for all costs and expenses incurred in connection therewith as Additional Rent payable within ten (10) days after the rendering of a bill therefor. Tenant shall notify Landlord promptly of any injury, breakage or damage to the Land, the Building, or the Premises caused by Tenant.

 

B. Indemnification: Tenant hereby agrees to indemnify and hold Landlord harmless from and against all costs, damages, claims, liabilities and expenses, including attorneys' fees, suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from: (i) Tenant's use and occupancy of the Premises or the business conducted by Tenant therein or Tenant's presence in the Building or on the Land, (ii) the making by Tenant of any Alterations, (iii) any act or omission of Tenant or its employees, agents or invitees, and (iv) any breach or default by Tenant in the observance or performance of its covenants and obligations under this Lease. Notwithstanding anything to the contrary contained in this Lease, in no event shall Tenant be liable for consequential damages except those resulting from a breach of Tenant’s obligations under Sections 21 and 36 hereof.

 

 

 

A. Liability Standard: Landlord shall not be liable to Tenant or any other individual or entity for any damage, loss or claim whatsoever, except damages, losses and claims that are the direct result of Landlord's gross negligence or willful misconduct; however, in no event shall Landlord be liable for consequential damages.

 

B. Limitation on Total Liability: Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant's use of the Premises, shall be limited to the estate of Landlord in the Building. No other property or assets of Landlord or any partner or owner of Landlord shall be subject to levy, execution, or other enforcement proceedings or other judicial process for the satisfaction of any judgment or any other right or remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant's use of the Premises.

 

 

 

 

 

 

 

 

 

 

 

A. Tenant's Insurance:

 

(a) Throughout the Term, Tenant shall obtain and maintain the following:

 

 

 

 

 

 

 

(b) All insurance carried by Tenant pursuant to Section 17.A.(a) hereof shall: (1) be issued by a company that is licensed to do business in the jurisdiction in which the Building is located, that has been approved in advance by Landlord and that has a rating equal to or exceeding A-X from Best's Insurance Guide; (2) name Landlord, the managing agent of the Building and the holder of any Mortgage as additional insureds/loss payees (as applicable, provided that such parties shall only be named as loss payees with respect to any improvements, alterations or betterments in the Premises which were paid for by Landlord or which will become the property of Landlord at the expiration or earlier termination of this Lease but this requirement shall not apply with respect to any of Tenant’s Personal Property) providing an Additional Insured – Managers or Lessors of Premises Endorsement (#CG-20-11-01-96 or equivalent); (3) contain an endorsement that such policy shall remain in full force and effect notwithstanding that the insured may have waived its right of action against any party prior to the occurrence of a loss (Tenant hereby waiving its right of action and recovery against and releasing Landlord and its employees and agents (including, but not limited to, Landlord’s managing agent) from any and all liabilities, claims and losses for which they may otherwise be liable to the extent Tenant is covered by insurance carried or would have been covered by insurance it is required to carry under this Lease); (4) provide that the insurer thereunder waives all right of recovery by way of subrogation against Landlord, its partners, agents (including, but not limited to, Landlord’s managing agent), employees, and representatives, in connection with any loss or damage covered by such policy; (5) be acceptable in form and content to Landlord; (6) be primary and non-contributory; (7) contain an endorsement for cross liability and severability of interests; and (8) contain an endorsement prohibiting cancellation, failure to renew, reduction of amount of insurance or change in coverage without the insurer first giving Landlord and any Mortgagee thirty (30) days' prior written notice (by certified or registered mail, return receipt requested) of such proposed action. No such policy shall contain any deductible provision except as otherwise approved in writing by Landlord, which approval shall not be unreasonably withheld. Landlord reserves the right from time to time, but not more than three (3) times during the initial Term of this Lease, to require Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of first-class office buildings in the Washington, D.C., metropolitan area to require similar sized tenants in similar industries to carry insurance of such higher minimum amounts or of such different types of insurance. Tenant shall deliver a certificate (on Acord Form 27) of all such insurance and receipts evidencing payment therefor (and, upon request, copies of all required insurance policies, including endorsements and declarations) to Landlord concurrently with Tenant's execution of this Lease and at least annually thereafter. Tenant shall give Landlord immediate notice in case of fire, theft or accident in the Premises, and in the case of fire, theft or accident in the Building if involving Tenant, its agents, employees or Invitees. Neither the issuance of any insurance policy required under this Lease nor the minimum limits specified herein shall be deemed to limit or restrict in any way Tenant's liability arising under or out of this Lease.

 

 

 

B. Tenant's Contractor's Insurance

 

 

(c) Commercial general liability insurance policy, including (but not limited to) contractor's liability coverage, contractual liability coverage, completed operations coverage, broad form property damage endorsement and contractor's protective liability coverage, to afford protection with respect to personal injury, death or property damage of not less than Three Million Dollars ($3,000,000) per occurrence combined single limit/Three Million Dollars ($3,000,000) general aggregate (but not less than $3,000,000 per location aggregate);

 

(d) Comprehensive automobile liability insurance policy with a combined single limit for each occurrence of not less than One Million Dollars ($1,000,000) with respect to personal injury or death and property damage; and

 

(e) Worker’s compensation insurance policy or similar insurance in form and amounts required by law. Such policy shall provide a waiver of subrogation in favor of Tenant and Landlord.

 

C. Landlord's Insurance: Landlord agrees to carry and maintain special cause of loss property insurance (with replacement cost coverage) covering the Building and Landlord's property therein in an amount required by its insurance company to avoid the application of any coinsurance provision and as Landlord, in its reasonable judgment, determines to be appropriate based upon coverages in force with respect to comparable office buildings in the North Rockville submarket of Montgomery County, Maryland. Landlord shall use reasonable efforts to secure a waiver of subrogation endorsement from its insurance carrier. Landlord also agrees to carry and maintain commercial general liability insurance in limits it reasonably deems appropriate.

 

D. Effect of Tenant's Activities on Insurance: Tenant shall not conduct or permit to be conducted any activity, or place any equipment in or about the Land, the Building or the Premises which will increase the rate of, or make void or voidable, any fire or other insurance maintained or required to be maintained by Landlord or any Mortgagee on the Building, the Land or the property kept thereon or therein, which will conflict with the provisions of any such insurance policy or which will make it impracticable for Landlord to obtain insurance covering any risks against which Landlord reasonably deems it advisable to obtain insurance. In the event any increases in the rates of such insurance are, in Landlord's reasonable judgment, due to Tenant's presence in the Building, to any activity conducted or property installed or placed by Tenant on or about the Land, the Building or the Premises or to Alterations installed by Tenant or at Tenant's request, Tenant shall reimburse Landlord for the amount of such increases promptly upon demand therefor. Statements by the applicable insurance company or insurance rating bureau that such increases are due to any of Tenant's activity, property or improvements shall be conclusive for the purposes of determining Tenant's liability hereunder.

 

 

E. Termination Right: Landlord shall have the right to terminate this Lease upon thirty (30) days’ notice to Tenant in the event Landlord receives notice from any of Landlord's insurance carriers that such carrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice, due to the activities of Tenant or the presence of Tenant in the Building. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the cancelled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by such new insurance carrier. It is expressly understood that Landlord shall not have the right to terminate this Lease pursuant to this Section 17.E. (i) if any cancellation or rate increase is due to factors generally applicable to the insurance or rental market, rather than to Tenant's activities or presence in the Building, or (ii) Tenant is conducting only the permitted use (as of the date of this Lease) pursuant to Section 6.A. of this Lease at the Premises, and such use is being conducted in accordance with all applicable Laws in accordance with the provisions of this Lease.

 

 

 

A. Landlord's Right to Terminate: If a substantial part of the Premises, the Building or the Land is taken or condemned by any governmental or quasi-governmental authority for any purpose or is granted to any authority in lieu of condemnation (collectively, a "taking"), Landlord shall have the right in its sole discretion to terminate this Lease by written notice to Tenant, and upon the giving of such notice, the Term shall terminate as of the date title vests in the authority, and Base Rent and Additional Rent payable pursuant to Section 5 hereof shall be abated as of that date. For purposes of this Section 18, a substantial part of the Premises, the Land or the Building shall be considered to have been taken if, in the sole opinion of Landlord, the taking shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building.

 

B. Adjustment of Rent: If a portion of the Premises is taken and Landlord does not elect to terminate this Lease pursuant to Section 18.A. hereof, then Base Rent and Additional Rent payable pursuant to Section 5 hereof shall be equitably adjusted as of the date title vests in the authority and this Lease shall otherwise continue in full force and effect.

 

C. Division of Award: Tenant shall have no claim against Landlord arising out of or related to any taking, or for any portion of the amount that may be awarded as a result, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Term, loss of profits or goodwill, leasehold improvements or severance damages, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any such award; provided, however, that Tenant may assert any claim it may have against the authority for compensation for Tenant's Personal Property and for any relocation expenses compensable by statute, as long as such awards shall be made in addition to and stated separately from the award made for the Land, the Building and the Premises.

 

 

 

 

A. Default of Tenant: The following events shall be a default by Tenant (a "Default") under this Lease:

 

(1) Failure of Tenant to pay Rent as and when due; provided, however, that with respect to the first two (2) such failures in any twelve (12) month period only, no Default shall be deemed to have occurred unless such failure continues for a period of three (3) days after written notice thereof from Landlord to Tenant.

 

(2) Failure of Tenant to comply with or perform any covenant or obligation of Tenant under this Lease, if the failure continues for thirty (30) days after notice from Landlord to Tenant specifying the failure, other than (i) those concerning the payment of Rent, (ii) those set forth in any of Sections 8.B., 17, 21, 22, 26, 35, 36 and 38 hereof, as to which a specific timeframe for the performance of such covenant or obligation is set forth therein, and (iii) any Default arising under subsections (3), (4), (5) or (6) of this Section 19.A.; provided, however, that if the failure on the part of Tenant is not capable of being cured within such 30-day period but Tenant expeditiously commences to cure same and diligently proceeds with such cure, Tenant’s time to cure such failure shall be extended for the time necessary to cure same, but in no event longer than sixty (60) days, inclusive of the original 30-day period.

 

(3) [Intentionally omitted].

 

(4) If Tenant, any Guarantor or, if Tenant is a partnership, any partner of Tenant ("Partner"), shall file a voluntary petition in bankruptcy or insolvency, shall be adjudicated bankrupt or insolvent or shall file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other Laws, or shall make an assignment for the benefit of creditors, or shall seek or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of any Guarantor or Partner or of all or any part of the property of Tenant or of such Guarantor or Partner.

 

(5) If, within ninety (90) days after the commencement of any proceeding against Tenant or any Guarantor or Partner, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future applicable federal, state or other Laws, such proceeding shall not have been dismissed or if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of Tenant or any Guarantor or Partner, or of all or any part of the property of Tenant or of any Guarantor or Partner, without the acquiescence of such individual or entity, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall have been issued against the property of Tenant or of any Guarantor or Partner, pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied.

 

(6) If Tenant fails to take possession of the Premises on the Lease Commencement Date or vacates, abandons or ceases to carry on its ordinary activities in the Premises prior to the Lease Expiration Date, with or without an intention of paying Rent; provided, however, that if (i) Tenant gives Landlord at least thirty (30) days prior written notice that it intends to vacate the Premises, (ii) Tenant pays the full amount of all Rent when due under this Lease while the Premises are vacant, and (iii) Tenant leaves the Premises in the condition required by this Lease and continues to maintain the Premises in the condition required by this Lease throughout the remainder of the Term, then, and in such event only, Tenant shall not be deemed to be in Default under this Section 19.A.(6).

 

 

(7) Failure of Tenant to comply with or perform any covenant or obligation under Sections 8.B., 17, 21, 22, 26, 35, 36 or 38 hereof within the specific timeframe for the performance of such covenant or obligation set forth in the applicable Section.

 

B. Remedies Upon Default: Upon the occurrence of a Default, Landlord shall have the right, then or at any time thereafter:

 

(1) Without demand or notice, to reenter and take possession of all or any part of the Premises in accordance with applicable legal process, to expel Tenant and those claiming through Tenant and to remove any property therein, either by summary proceedings or by any other action at law, in equity or otherwise, with or without terminating this Lease, without being deemed guilty of trespass and without prejudice to any other remedies of Landlord for breach of this Lease, and/or

 

(2) To terminate this Lease by written notice to Tenant, whereupon this Lease shall terminate on the date specified in Landlord's notice, and Tenant's right to possession of the Premises shall cease as of such date.

 

 

C. Liability of Tenant: If Landlord terminates this Lease or reenters the Premises (with or without terminating this Lease), Tenant shall remain liable (in addition to all other liabilities of Tenant accrued at the time of the Default) for the sum of (i) any unpaid Rent accrued prior to the time of termination and/or reentry, as the case may be, plus interest thereon from the due date at the Default Rate, (ii) all Base Rent and Additional Rent provided for in this Lease from the time of termination and/or reentry, as the case may be, until the date this Lease would have expired had a Default not occurred, plus interest thereon from the due date at the Default Rate, (iii) any and all expenses (including but not limited to reasonable attorneys' and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default; minus the net proceeds (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) actually received by Landlord, if any, from any reletting to the extent attributable to the period prior to the date this Lease would have expired had a Default not occurred. Landlord shall have the option to recover any damages sustained by Landlord either at the time of reletting, if any, or in separate actions from time to time as said damages shall have been made more easily ascertainable by successive relettings or, at Landlord's option, to defer any such recovery until the date this Lease would have expired in the absence of a Default, in which event Tenant hereby agrees that the cause of action shall be deemed to have accrued on the aforesaid date. The provisions of this Section 19.C. shall be in addition to, and shall not prevent the enforcement of, any claim Landlord may have for anticipatory breach of this Lease.

 

 

D. Liquidated Damages: In addition to Landlord's rights pursuant to Section 19.C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Lease from the date of Landlord's demand for liquidated damages ("Landlord's Demand") until the date this Lease would have terminated in the absence of the Default, discounted to present value at the rate of five percent (5%) per annum (the "Discount Rate"), (ii) all unpaid Rent accrued prior to the time of Landlord's Demand, plus interest thereon from the due date at the Default Rate, (iii) any and all expenses (including but not limited to reasonable attorneys' and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default; minus the sum of (a) the net fair market rental value of the Premises for the period referred to in Section 19.D.(i) above, discounted to present value at the Discount Rate, and (b) any sums actually paid by Tenant to Landlord pursuant to Subsection C. above; provided, however, that if said damages shall be limited by law to a lesser amount, Landlord shall be entitled to recover the maximum amount permitted by law. The "net fair market rental value" referred to in Section 19.D.(a) above shall be the fair market rental value of the Premises at the time of Landlord's Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the area of the Premises at the time of Landlord's Demand. If reletting is accomplished within a reasonable time after Lease termination, the "net fair market rental value" referred to in Section 19.D.(a) above shall be deemed prima facie to be the net rental income (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) realized upon such reletting.

 

E. Waiver: Tenant, on its own behalf and on behalf of all persons and entities claiming through Tenant, including but not limited to creditors of Tenant, hereby waives any and all rights and privileges which Tenant and such other persons and entities might otherwise have under any present or future Laws: (i) to redeem the Premises, (ii) to reenter or repossess the Premises, or (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court, any reentry by Landlord or any expiration or termination of this Lease, whether by operation of law or pursuant to the provisions of this Lease. Tenant hereby expressly waives receipt of any notice to quit.

 

 

F. Lien on Personal Property: Landlord shall have a lien upon Tenant's Personal Property and other property brought onto the Premises by Tenant, as and for security for the Rent and other obligations of Tenant herein provided. Such lien shall be in addition to all rights of distraint and statutory liens available under applicable Laws. Within five (5) days after request from time to time, Tenant shall execute, acknowledge and deliver to Landlord a financing statement in recordable form and any other document evidencing or establishing such lien and security interest which may be requested by Landlord. During the Term, Tenant shall not sell, transfer or remove from the Premises any of Tenant's tangible property without Landlord's prior written consent. In order to further assure Tenant's performance of its obligations under this Lease, Tenant covenants that during the Term, it will not convey or otherwise transfer its assets or permit its assets to be encumbered or subject to financing.

 

 

G. Right of Distress: Landlord shall, to the extent permitted by law, have a right of distress for Rent.

 

H. Right of Landlord to Cure: If Tenant defaults in the making of any payment or in the doing of any act required to be made or done by Tenant under this Lease, then Landlord may, at its option, make such payment or do such act, and the expenses thereof, with interest thereon at the Default Rate, from the date paid by Landlord, shall constitute Additional Rent hereunder due and payable by Tenant with the next payment of Monthly Base Rent.

 

 

I. Attorneys' Fees: In the event of any Default hereunder, Tenant shall pay to Landlord all reasonable attorneys' fees incurred by Landlord in connection with such Default or the enforcement of Landlord's rights or remedies arising in connection therewith, whether or not this Lease is terminated and whether or not Landlord institutes any lawsuit against Tenant as a result of such Default. In addition to the foregoing, whether or not this Lease is terminated, Tenant shall pay to Landlord all other costs incurred by Landlord with respect to any lawsuit instituted or action taken by Landlord to enforce the provisions of this Lease.

 

J. Survival: Tenant's liability pursuant to this Section 19 shall survive the termination of this Lease, the institution of summary proceedings and/or the issuance of a warrant thereunder.

 

 

 

 

 

 

 

 

 

LL. Lease Subordinate: This Lease shall be subject and subordinate to the lien of any and all Mortgages and to any Ground Leases, and any and all renewals, extensions, modifications, recastings and refinancings thereof. This clause shall be self-operative, without execution of any further instrument; but if requested by Landlord or any Mortgagee, Tenant shall promptly execute a certificate or other document evidencing and providing for such subordination. Landlord shall have the right to execute said document on behalf of Tenant if Tenant fails to do so within ten (10) business days after receipt of the request. Tenant agrees that, if any Mortgage is foreclosed or Ground Lease terminated, upon request by the purchaser at the foreclosure sale or Ground Lessor, as the case may be, Tenant shall attorn to and recognize the purchaser or Ground Lessor as the landlord under this Lease and shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any Laws, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure, termination or other proceeding is filed, prosecuted or completed. Notwithstanding anything herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgage to the operation and effect of this Lease without Tenant's consent, by giving Tenant written notice of such subordination, in which event this Lease shall be deemed to be senior to such Mortgage, and thereafter such Mortgagee shall have the same rights as it would have had if this Lease had been executed, delivered and recorded before said Mortgage.

 

MM. Modifications to Lease: If any of Landlord's insurance carriers or any Mortgagee requests modifications to this Lease, then Tenant shall execute a written amendment incorporating such requested modifications within thirty (30) days after the same has been submitted to Tenant by Landlord, provided that such modifications do not materially adversely affect Tenant's use of the Premises as herein permitted or increase the rentals and other sums payable by Tenant hereunder. In the event that Tenant refuses or fails to execute such amendment within thirty (30) days after Landlord’s delivery of same to Tenant, then Landlord shall have the right, at its sole option, in addition to Landlord's other remedies for Default, to terminate and cancel this Lease by written notice to Tenant specifying the date on which this Lease will terminate. From and after said termination date, both Landlord and Tenant shall be relieved of any and all further obligations hereunder, except liabilities arising prior to the date of termination.

 

NN. SNDA: Simultaneously with Landlord’s execution of this Lease, Landlord shall, at no cost to Tenant, deliver to Tenant a subordination, attornment and non-disturbance agreement for the benefit of Tenant from the current Mortgagee on such Mortgagee’s standard form (“SNDA”). Notwithstanding the foregoing or anything to the contrary contained herein, provided that no default exists under this Lease (or if a default then exists, it is cured within the applicable notice and cure period), Landlord shall use commercially reasonable efforts to deliver to Tenant a commercially reasonable SNDA from any future Mortgagees, at no cost to Tenant; provided, however, that in the event that Landlord does not obtain such SNDA, Landlord shall have no liability for such failure, and this Lease shall be and remain subject and subordinate to the lien of said Mortgage and to any and all renewals, extensions, modifications, recastings and refinancings thereof.

 

 

 

A. No Transfer Without Consent: Tenant shall not, without the prior written consent of Landlord in each instance (which consent may be withheld in Landlord's sole and absolute discretion) (i) assign, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any persons or entities other than Tenant; or (iii) permit the assignment of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant's rights hereunder and any attempted subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence shall be void. If at any time during the Term Tenant desires to assign, sublet or mortgage all or part of this Lease or the Premises, then in connection with Tenant's request to Landlord for Landlord's consent thereto, Tenant shall give thirty (30) days’ notice prior to Landlord in writing ("Tenant's Request Notice") containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction; the commencement date of the proposed assignment, subletting or other transaction (the "Proposed Sublease or Assignment Commencement Date"); the area proposed to be assigned, sublet or otherwise encumbered (the "Proposed Sublet or Assignment Space"); the proposed use of the proposed assignee or subtenant, including the Hazardous Materials intended to be used, stored, handled, treated, generated, disposed or released from the Premises and related permits, reports and management, storage and installation plans; the most recent financial statement or other evidence of financial responsibility of such proposed assignee, subtenant or other party; and a certification executed by Tenant and such party stating whether or not any premium or other consideration is being paid for the assignment, sublease or other transaction. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a proposed subletting, provided that all of the following conditions are satisfied: (1) there shall be no default at the time of the proposed subletting, (2) the proposed subtenant shall be creditworthy, (3) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity, (4) the use of the Premises by the proposed subtenant shall not attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high-quality office building, (5) the proposed subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises subject to the provisions of this Lease, and (6) Tenant remains liable for the faithful performance of this Lease.

 

B. [Intentionally Omitted.]

 

C. Transfer of Ownership Interests: If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23. If Tenant is a corporation (or a partnership with a corporate general partner), then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23; provided, however, that this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market. If Tenant is a limited liability company, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23. In addition, a transfer of all or substantially all of the assets of Tenant, either by merger, consolidation, or otherwise shall be deemed to be an assignment which is subject to the provisions of this Section 23. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of Tenant's assets, a change in Tenant's name of which Landlord has not received prior notice, or a conversion into any other type of entity shall also be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23.

 

 

D. Expenses and Profits; Effect of Consent:

 

(1) In the event Landlord permits Tenant to assign or sublet all or a portion of the Premises to a third party, fifty percent (50%) of any sums that are paid by such third party for the right to occupy the Premises, in excess of the Rent then in effect, after Tenant has first deducted its actual and reasonable out-of-pocket third party costs incurred by Tenant in connection with a sublease or assignment for brokerage commissions, advertising fees, attorneys’ fees and tenant improvements, shall be paid by Tenant to Landlord on a monthly basis as Additional Rent.

 

(2) Tenant shall be responsible for all costs and expenses, including attorneys' fees, incurred by Landlord in connection with any proposed or purported assignment or sublease and an administrative fee of Two Thousand Five Hundred Dollars ($2,500.00).

 

(3) The consent by Landlord to any assignment or subletting shall neither be construed as a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, nor as relieving Tenant from giving Landlord the aforesaid thirty (30) days’ notice of, or from obtaining the consent of Landlord to, any further assignment or subletting. The collection or acceptance of Rent from any such assignee or subtenant shall not constitute a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, except as expressly agreed by Landlord in writing.

 

E. Conditions of Assignment or Sublease: All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Lease and at Landlord's request shall execute promptly a document confirming such assumption. Each sublease is subject to the condition that if the Term is terminated or Landlord succeeds to Tenant's interest in the Premises by voluntary surrender or otherwise, at Landlord's sole option, the subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord as its landlord under the then executory terms of such sublease or, at Landlord's sole option, the subtenant shall execute a direct lease with Landlord on Landlord's then current standard form.

 

 

F. Permitted Subleases and Assignments: Notwithstanding the foregoing provisions of this Article 23, Landlord agrees that so long as (a) no default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the creditworthiness and liquidity factor of any entity into which Tenant shall merge are greater than or equal to the creditworthiness and liquidity factor of Tenant as of the date of execution of this Lease and such entity’s tangible net worth is equal to or greater than Eighty-Five Million Dollars ($85,000,000), the provisions of Sections 23.A., 23.B., 23.C., 23.D.(1) and 23.D.(2) shall not be applicable with regard to an assignment of this Lease or a subletting of all or any portion of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (unless Tenant has merged into such entity, in which case such surviving entity shall assume all of the obligations of Tenant under this Lease), (2) no other or further assignment or subletting to other than an Affiliate shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An “Affiliate” shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant, or which has succeeded to the ownership of Tenant or of substantially all of Tenant’s assets by merger or consolidation. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding the other provisions of this Section 23, in the event that Tenant is prevented from providing Landlord with prior notice of an assignment or other transfer of its interests under this Lease to an Affiliate as a result of laws and governmental regulations applicable to publicly traded companies prohibiting such disclosure, then, Tenant shall provide Landlord with written notice of such transfer as soon as reasonably practically thereafter, but in any event within ten (10) business days following the occurrence of the same.

 

G. Permitted Occupants: Notwithstanding anything contained in this Section 23 to the contrary (except Section 23.E above), if (1) there is no Default hereunder and no monetary default on the part of Tenant then exists hereunder and (2) CBG (as defined in Section 41.A. hereof), remains in occupancy of at least seventy-five percent (75%) of the Premises, then CBG may, without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in Sections 23.A., 23.C., 23.D.(1) and 23.D.(2) above, grant short-term occupancy rights to third parties (of no longer than twelve (12) months); provided, however, that (a) such portions of the Premises so affected shall not be separately demised or segregated from the Premises by the construction of a partition wall or entrances and shall not be greater than twenty-five percent (25%) of the Premises in the aggregate of all such occupancy rights, (b) such arrangements shall be with entities whose use shall be substantially similar and harmonious to the use of the Premises by CBG, (c) Tenant shall not charge a fee or rent to any such occupant in excess of the Rent payable by Tenant under this Lease for the same space, (d) any such permitted occupant shall agree to indemnify Landlord, Landlord’s management agent and any Mortgagees and to hold them harmless from and against all costs, damages, claims, liabilities and expenses, including, but not limited to, reasonable attorneys' fees, directly or indirectly, based on, arising out of or resulting from: (i) such permitted occupant’s use and occupancy of the Premises or the business conducted by such permitted occupant therein or such permitted occupant’s presence in the Premises, (ii) any act or omission of such permitted occupant or its employees, agents or contractors, (iii) any breach or default by such permitted occupant in the observance or performance of Tenant’s covenants and obligations under this Lease (other than Tenant’s obligations to pay Base Rent and Additional Rent hereunder), and (e) Tenant shall notify Landlord of such arrangement at least ten (10) business days prior to such arrangement(s) commencing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A. To change the Building's name or street address.

 

B. To affix, maintain and remove any and all signs on the exterior and interior of the Building.

 

C. To designate and approve, prior to installation, all window shades, blinds, drapes, awnings, window ventilators, lighting and other similar equipment to be installed by Tenant that may be visible from the exterior of the Premises or the Building.

 

D. To decorate and make repairs, alterations, additions and improvements, whether structural or otherwise, in, to and about the Building and any part thereof, and for such purposes to enter the Premises, and, during the continuance of any such work, to close temporarily doors, entry ways, Common Areas in the Building and to interrupt or temporarily suspend Building services and facilities, all without affecting Tenant's obligations hereunder, as long as the Premises remain tenantable.

 

E. To grant to anyone the exclusive right to conduct any business or render any service in the Building, provided Tenant is not thereby excluded from uses expressly permitted herein.

 

 

F. To alter, relocate, reconfigure and reduce the Common Areas of the Building, as long as the Premises remain reasonably accessible.

 

G. To alter, relocate, reconfigure, reduce and withdraw the Common Areas located outside the Building, including parking and access roads, as long as the Premises remain reasonably accessible.

 

H. To erect, use and maintain pipes and conduits in and through the Premises.

 

I. To construct improvements (including kiosks) on the Land and in the Common Areas of the Building.

 

J. To prohibit smoking in the entire Building or portions thereof (including the Premises) and on the Land, so long as such prohibitions are in accordance with applicable Laws.

 

K. If any excavation or other substructure work shall be made or authorized to be made upon land adjacent to the Building or the Land, to enter the Premises for the purpose of doing such work as is required to preserve the walls of the Building and to preserve the land from injury or damage and to support such walls and land by proper foundations.

 

L. Building Specific: Notwithstanding anything contained herein to the contrary, Landlord may at any time elect to alter, rehabilitate or renovate all or any portion of the Building so long as such construction does not substantially and unreasonably interfere with Tenant’s access to the Premises or substantially and unreasonably interfere with Tenant’s use of the Premises. Tenant acknowledges that Landlord has the right to undertake major renovations (including work with respect to the exterior façade of the Building) with respect to the Building and that Landlord may hereafter perform additional work, improvements and renovations with respect to the Building. In connection with any such work, improvements and renovations, the Landlord may erect scaffoldings, sidewalk bridges and other such appurtenances. Tenant agrees not to interfere with such work, improvements and renovations and further agrees that such work, improvements and renovations (and the construction appurtenances which Landlord may place at or near the Premises) shall not constitute an eviction or constructive eviction of Tenant, in whole or in part, and the Base Rent and all other items of Additional Rent hereunder shall not abate while such work, improvements and renovations are being made by reason of loss or interruption of the business of Tenant or otherwise, nor shall Tenant have any claims against Landlord by reason of such work.

 

 

 

 

 

 

A. Benefit and Burden»

 

B. Governing Law»

 

C. No Partnership»

 

D. Delegation by Landlord»

 

E. Tenant Responsibility for Agents»

 

F. Invalidity of Particular Provisions»

 

 

G. Counterparts»

 

H. Entire Agreement»

 

I. Amendments»

 

J. Mortgagee's Performance»

 

K. Limitation on Interest»

 

L. Remedies Cumulative»

 

M. Annual Financial Statements»

 

 

N. Construction of Lease»

 

O. Time of the Essence»

 

P. Effect of Deletion of Language»

 

Q. Authority»

 

R. Qualified Leases»

 

S. Prohibited Persons and Transactions

 

 

T. Confidentiality

 

 

 

 

 

 

A. Use of Parking.

 

(1) During the Term, Tenant shall have the right to use (on a non-exclusive first-come, first-served basis) the Parking Spaces (as defined in Section 1.Q hereof) for the unreserved parking of passenger automobiles in the parking areas designated from time to time by Landlord for the use of tenants of the Building (the "Parking Lot"). Landlord reserves the right to institute either a valet parking system or a self-parking system. Tenant and its employees shall observe reasonable precautions in the use of the Parking Lot and shall at all times abide by all rules and regulations governing the use of the Parking Lot promulgated by Landlord or the operator of the Parking Lot (the “Parking Lot Operator”). The Parking Lot will remain open on Monday through Friday (excluding Holidays) and during the Building Hours. Landlord reserves the right to close the Parking Lot during periods of unusually inclement weather or for repairs. At all times when the Parking Lot is closed, monthly permit holders shall be afforded access to the Parking Lot by means of a magnetic card or other procedure provided by Landlord or the Parking Lot Operator. Tenant shall not use parking areas for repair of vehicles or for the overnight storage of vehicles. It is understood and agreed that Landlord assumes no responsibility, and shall not be held liable, for any damage or loss to any automobiles parked in the parking facilities or to any personal property located therein or for any injury sustained by any person in or about the parking facilities. In the event that Tenant uses less than the number of spaces provided for in this Lease at any time, Tenant’s right to use such spaces shall thereafter be decreased to the number of spaces Tenant is actually using. At Landlord’s election, Tenant shall access such Parking Lot by means of an electronic access gate currently operated by electronic access cards, and Tenant shall deposit with Landlord Twenty Dollars ($20.00) for each access card requested by Tenant; provided, however, that Tenant shall receive a number of such access cards in the same number of Parking Spaces then provided to Tenant under this Lease without charge at such time as Landlord implements such system, and thereafter Landlord shall charge Tenant the prevailing rates for any additional or replacement access cards. Landlord reserves the right to modify in any way Landlord deems appropriate the manner in which the Parking Lot is accessed during the Term.

 

 

(2) Landlord’s granting of parking rights hereunder does not create a bailment between the parties, it being expressly agreed that the only relationship created between Landlord and Tenant hereby is that of right grantor and right grantee. All motor vehicles (including all contents thereof) shall be in the Parking Lot at the sole risk of their owners and Tenant, and Landlord is not responsible for the protection and security of such vehicles. Neither Landlord nor any agent, employee or contractor of Landlord shall have any liability for any property damage or personal injury arising out of or in connection with said motor vehicles, and Tenant shall indemnify and hold Landlord and any agent, employee or contractor of Landlord harmless from and against all demands, claims, damages, costs, expenses, liabilities, or causes of action arising out of or connected with use of the Parking Lot by Tenant or by any of Tenant's employees, agents, invitees, guests, assignees, subtenants, contractors or visitors (collectively, "Tenant's Invitees"), or any acts or omissions arising out of or in connection with said motor vehicles.

 

(3) In its use of the Parking Lot, Tenant will follow all terms of all applicable Rules and Regulations enacted by Landlord with respect to the Building and/or the Parking Lot, shall observe reasonable safety precautions in the use of the Parking Lot, and will cause Tenant’s Invitees to do the same. Any violation of said applicable Rules and Regulations or failure by Tenant to pay parking fees will constitute a Default hereunder. Upon any such Default, in addition to Landlord’s other rights and remedies, Landlord may terminate Tenant’s rights to lease parking spaces in the Parking Lot in accordance with the terms of Section 34.A.(1). above.

 

(4) If: (i) all or a portion of the Parking Lot is damaged by fire or other casualty or taken by power of eminent domain or purchased in lieu thereof by any governmental authority, (ii) the insurance proceeds payable as a result of a casualty to the Parking Lot are applied to a Mortgage, or (iii) there is any material uninsured loss to the Parking Lot, Landlord may terminate Tenant’s right to lease spaces in the Parking Lot in accordance with the terms of subsection (1) above. If Landlord does not so elect to terminate such rights of Tenant pursuant to the foregoing provisions of this Section 34.A.(4), then: (1) Landlord will either (a) proceed to restore the Parking Lot (and Landlord shall have no obligation to provide any alternative parking while such restoration is being performed), or (b) not restore the Parking Lot, but provide Tenant, at Tenant’s sole cost and expense, with alternate parking throughout the remainder of the Term (if such alternative parking is reasonably available under the circumstances).

 

 

B. Rates: The Parking Spaces shall be provided to Tenant free of charge during the initial Term of the Lease.

 

C. No Transfers: Tenant shall not assign, sublet or transfer any Parking Spaces without Landlord’s prior written consent. Any attempted assignment, sublet, or transfer shall be void.

 

 

 

A. Amount and Uses: Landlord acknowledges receipt from Tenant of the Security Deposit, to be held by Landlord as security for the payment of all Rent payable by Tenant and for the faithful performance by Tenant of all other obligations of Tenant under this Lease. Said Security Deposit shall be repaid to Tenant after the termination of this Lease (or any renewal thereof), provided Tenant shall have made all such payments and performed all such obligations hereunder. Landlord shall not be required to maintain the Security Deposit in a separate account. The Security Deposit shall not be mortgaged, assigned, transferred or encumbered by Tenant without the prior written consent of Landlord, and any such act shall be void. Landlord may, at Landlord's option, appropriate and apply the entire Security Deposit, or so much thereof as Landlord believes may be necessary, to compensate Landlord for the payment of any past-due Rent and for loss or damage sustained by Landlord due to any Default. In the event Landlord appropriates or applies the Security Deposit in such a manner, Tenant, within five (5) days after notice thereof, shall pay to Landlord an amount sufficient to restore the Security Deposit to the original sum deposited. Tenant's failure to restore any such deficiency shall constitute a Default hereunder. In the event of bankruptcy or other debtor-creditor proceedings by or against Tenant, the Security Deposit shall be applied first to the payment of Rent due Landlord for all periods prior to the filing of such proceedings.

 

B. Transferability: In the event of a sale or transfer of Landlord's interest in the Building or of the interest of any successor or assign of Landlord, Landlord (or such successor or assign) shall have the right to transfer the Security Deposit to any vendee or transferee and shall thereupon be released automatically from any liability therefor. Tenant shall look solely to the transferee for the return of the Security Deposit. No Mortgagee or purchaser of any or all of the Building at any foreclosure proceeding shall (regardless of whether the Lease is at the time subordinated to the lien of said Mortgage) be liable to Tenant or any other person for any of the Security Deposit, or any other payment made by Tenant hereunder, unless Landlord has actually delivered said deposit or other such sum to such Mortgagee or purchaser. In the event of any rightful and permitted assignment of Tenant's interest in this Lease, the Security Deposit shall be deemed to be held by Landlord as a deposit made by the assignee, and Landlord shall have no liability to the assignor with respect to the return of the Security Deposit.

 

 

 

A. Definition. As used in this Lease, the term "Hazardous Material" means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "infectious wastes", "hazardous materials" or "toxic substances" now or subsequently regulated under any state, local or federal Laws, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act (“Environmental Rules”). Such substances, materials and wastes may include, without limitation, oil, synthetic or natural gases, petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons or animals under any Environmental Rules. As defined in Environmental Rules, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous Materials brought on the Premises by Tenant or any of its agents, employees, licensees, guests or invitees, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

 

B. General Prohibition. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in under or about the Premises, the Building, or the Land (hereinafter referred to collectively as the "Property") by Tenant or Tenant's Invitees upon full execution of this Lease, throughout the Term and following the expiration or earlier termination of this Lease. Tenant shall indemnify, defend and hold Landlord, Landlord's managing agent and all Mortgagees harmless from and against any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, actual and consequential damages (including without limitation, attorneys', consultants', and experts' fees, court costs and amount paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses arising from a breach of this prohibition by Tenant or Tenant's Invitees.

 

C. Permitted Use. Landlord acknowledges that it is not the intent of this Article 36 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials complies with, and is properly monitored according to, all then applicable Environmental Rules. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Lease Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, treated, generated on, or released from, the Premises. Tenant is not required, however, to provide Landlord with any information on the Hazardous Materials List of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section 36 to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.

 

 

D. Tenant’s Representation and Warranty. Tenant hereby represents and warrants to Landlord that (i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or any governmental authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant or such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any governmental authority in connection with the use, storage, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required report to any governmental authority). If Landlord determines that this representation and warranty was false as of the date of this Lease, Tenant shall be deemed to be in Default hereunder and Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion and to pursue all applicable remedies for such Default set forth in Article 19 hereof.

 

E. Tests. Landlord shall have the right to conduct annual tests, or more frequently if Landlord reasonably deems it necessary, of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. If such testing determines a contamination of the Premises or the Project has occurred as a result of Tenant’s use, Tenant shall be required to pay the cost of each such test of the Premises. If Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the tests to be paid for by Tenant. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any of its agents. Landlord shall provide Tenant, upon Tenant’s written request, with a copy of all third party, non-confidential reports and tests of the Premises concerning environmental contamination made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Rules. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant.

 

F. Waste Disposal. Tenant recognizes that the Building does not contain a lab waste system. Tenant also acknowledges that any violation by Tenant of the Washington Suburban Sanitary Commission (“WSSC”) rules and regulations governing illegal discharges would cause substantial harm to the Building and the Property, and that such violation would be unlawful and constitute a Default under this Lease. Therefore, Tenant shall be solely responsible for any improper discharge or disposal by Tenant or its agents, contractors, employees, guests or invitees during Tenant’s occupancy of the Premises or any of the aforementioned parties’ access of the Premises. Tenant shall, at its sole cost and expense, test such waste prior to discharging or disposing the same and cause such waste to be disposed or discharged in accordance with WSSC regulations and any other applicable Laws.

 

 

G. Notice. In the event that Hazardous Materials are discovered upon, in, or under the Property, and any governmental agency or entity having jurisdiction over the Property requires the removal of such Hazardous Materials, Tenant shall be responsible for removing those Hazardous Materials arising out of or related to the use or occupancy of the Property by Tenant or Tenant's Invitees but not those of its predecessors. Notwithstanding the foregoing, Tenant shall not take any remedial action in or about the Property or any portion thereof without first notifying Landlord of Tenant's intention to do so and affording Landlord the opportunity to protect Landlord's interest with respect thereto. Tenant immediately shall notify Landlord in writing of: (i) any spill, release, discharge or disposal of any Hazardous Material in, on or under the Property or any portion thereof; (ii) any enforcement, cleanup, removal or other governmental or regulatory action instituted, contemplated, or threatened (if Tenant has notice thereof) pursuant to any laws respecting Hazardous Materials; (iii) any claim made or threatened by any person against Tenant or the Property or any portion thereof relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iv) any reports made to any governmental agency or entity arising out of or in connection with any Hazardous Materials in, on under or about or removed from the Property or any portion thereof, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant also shall supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, the Property or Tenant's use or occupancy thereof.

 

H. Survival. The respective rights and obligations of Landlord and Tenant under this Section 36 shall survive the expiration or earlier termination of this Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or Landlord to complete the removal from the Premises or the Building of any Hazardous Materials (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises), Tenant shall continue to pay the full Base Rent and Additional Rent in accordance with this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole and absolute discretion, which Rent shall be prorated on a daily basis.

 

 

 

 

 

 

A. General Signage Rights: Landlord will, at Landlord’s cost, list Tenant's name in the Building directory, if any, and provide Building standard signage on one suite entry door of the Premises. Except as otherwise provided herein, no other sign, advertisement or notice shall be inscribed, painted, affixed or otherwise displayed on any part of the exterior or interior of the Building (including windows and doors) without the prior written approval of Landlord, which may be granted or withheld in Landlord's sole and absolute discretion. If any such item that has not been approved by Landlord is so displayed, then Landlord shall have the right to remove such item at Tenant's expense or to require Tenant to do the same. Landlord reserves the right to install and display signs, advertisements and notices on any part of the exterior or interior of the Building.

 

 

VB Building Exterior Signage: So long as Tenant is leasing the entire Premises is not in default of this Lease, Tenant shall have the non-exclusive right to install its signage on the exterior of the Building in the location designated as Option 2 on Exhibit F attached hereto and made a part hereof (“Tenant’s Exterior Signage”), such specific location to be agreed upon by Landlord and Tenant, but only if such installation is permitted by applicable Laws. Tenant’s Exterior Signage shall not be installed unless (A) prior to the installation of any such Tenant’s Exterior Signage, Tenant shall submit to Landlord a written request for Landlord’s approval thereof, accompanied by plans depicting Tenant’s Exterior Signage, (B) Tenant’s Exterior Signage shall be of a type, style, size, color, design and method of fabrication approved by Landlord, (C) the exact location of Tenant’s Exterior Signage shall be approved by Landlord in its sole discretion, and (D) Tenant’s Exterior Signage shall comply with all applicable Laws and zoning and site plan requirements, including, but not limited to, Laws promulgated by Montgomery County, Maryland.

 

 

 

A. Surrender Plan. Upon the expiration of the Term or earlier termination of Tenant’s occupancy, Tenant shall surrender the Premises to Landlord in the same condition as the Premises were in on the Lease Commencement Date, subject to any Alterations or Installations permitted or required by Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Premises and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered in Sections 16 and 18 hereof excepted. At least ninety (90) days prior to the expiration of the Term or anticipated earlier termination or vacancy of the Premises by Tenant, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any governmental authority) that Tenant plans to perform to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of this Lease or vacancy of the Premises, free from any residual impact from Hazardous Materials (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of Tenant or its agents with respect to the Premises and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject to the review and approval of Landlord or Landlord’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant’s use of Hazardous Materials as Landlord shall request. On or before the date of such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of this Lease, free from any residual impact from Tenant’s use of Hazardous Materials. Tenant shall reimburse Landlord, as Additional Rent, for the actual out-of-pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion of all actions described therein. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.

 

 

B. Landlord’s Right to Act. If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of Tenant’s use of Hazardous Materials in the Premises or the Property, Landlord shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from any residual impact from Hazardous Materials, the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 40.

 

C. Other Terms Applicable to Surrender. Tenant shall immediately return to Landlord all keys and/or access cards to the parking area, the Building, restrooms and all or any portion of the Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, within fifteen (15) days after Landlord’s demand therefor, either the cost of replacing such lost access card or key or the cost of reprogramming the access security system in which such access card was used or changing the lock or locks opened by such lost key. All obligations of Tenant hereunder not fully performed as of the expiration of the Term or earlier termination of this Lease shall survive the expiration of the Term or earlier termination of this Lease, including, without limitation, Tenant’s indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises.

 

 

 

A. Option to Extend: Provided that Cellular Biomedicine Group, Inc., a Delaware corporation (“CBG”) is not then in default (or if a default then exists, it is cured within the applicable notice and cure period), and has not been in Default more than once during the immediately preceding two (2) year period, in each case both at the time of exercise of the Renewal Option (as hereinafter defined), and at the commencement of the Renewal Period (as hereinafter defined), and is then in occupancy of the Premises at the time of exercise of the Renewal Option, and at the time of the commencement of the Renewal Period, CBG shall have one (1) option (the “Renewal Option”) to extend the Term of this Lease for one (1) additional five (5) year period (the “Renewal Period”) after the expiration of the initial Term. The Renewal Option shall be exercisable only by written notice given by CBG to Landlord not later than nine (9) months, nor earlier than fifteen (15) months, prior to the expiration of the initial Term. In the event that CBG does not timely exercise said Renewal Option, said Renewal Option shall be null and void and of no further force or effect, time being of the essence in the exercise of said Renewal Option and it being acknowledged and agreed by CBG that Landlord shall be entitled to rely on any failure by CBG to give written notice of its exercise of its Renewal Option by the date set forth herein for such exercise thereof.

 

 

B. Renewal Option Terms. All terms and conditions of this Lease shall be applicable during the Renewal Period, except that (i) there shall be no further option to renew the Term of this Lease pursuant to this Article 40, (ii) Landlord shall not be required to furnish any materials or perform any work to prepare the Premises for Tenant’s occupancy, and Landlord shall not be required to make any tenant allowance or reimburse Tenant for any Alterations made or to be made by Tenant, or grant to Tenant any rent concession, except to the extent established pursuant to the determination of Prevailing Market Rent (as hereinafter defined), and (iii) the amount Base Rent charged for the Renewal Period shall be the then “Prevailing Market Rent”, which shall be the rent for comparable office and laboratory space being leased to renewal tenants in buildings which are of a size, class and location comparable to those of the Building in the North Rockville submarket of Montgomery County, Maryland, taking into account such market concessions, if any, as are then being offered to renewal tenants leasing office and laboratory space of a comparable size to the Premises in buildings which are of a size, class and location comparable to those of the Building in the North Rockville submarket of Montgomery County, Maryland; provided, however, that in no event shall the Prevailing Market Rent determined as aforesaid be deemed to be less than the Base Rent payable under this Lease during the Lease Year immediately preceding the first Lease Year of the Renewal Period. If within thirty (30) days following delivery of CBG’s notice, Landlord and CBG have not mutually agreed on the Prevailing Market Rent for the Renewal Period, then the parties shall use the following method to determine the Prevailing: within ten (10) business days after the expiration of such thirty-day period, each party shall give written notice to the other setting forth the name and address of a Broker (as hereinafter defined) selected by such party who has agreed to act in such capacity, to determine the Prevailing Market Rent. If either party has failed to select a Broker as aforesaid, the Prevailing Market Rent shall be determined by the Broker selected by the other party. Each Broker shall thereupon independently make his determination of the Prevailing Market Rent within twenty (20) days after the appointment of the second Broker. If the two Brokers’ determinations are not the same, but the higher of such two values is not more than one hundred five percent (105%) of the lower of them, then the Prevailing Market Rent shall be deemed to be the average of the two values. If the higher of such two values is more than one hundred five percent (105%) of the lower of them, then the two Brokers shall jointly appoint a third Broker within ten (10) days after the second of the two determinations described above has been rendered. The third Broker shall independently make his determination of the Prevailing Market Rent within twenty (20) days after his appointment. The highest and the lowest determinations of value among the three Brokers shall be disregarded and the remaining determination shall be deemed to be the Prevailing Market Rent.

 

C. Amendment. Within thirty (30) days (subject to written extension by Landlord) after the determination of the Prevailing Market Rent as set forth above, Landlord and CBG shall execute an amendment to this Lease setting forth the terms as to the Renewal Period. If CBG shall fail to execute said amendment within such thirty (30) day period (as the same may be extended as aforesaid), then Landlord shall have the right, at Landlord’s option exercisable by written notice to CBG: (a) to cancel the exercise by CBG of its option and to offer to lease and to lease the Premises to others upon such terms and conditions as shall be acceptable to Landlord, or (b) to not cancel the exercise by CBG of its option, in which case CBG shall remain bound by the exercise thereof and CBG shall be deemed to be in default of this Lease.

 

 

D. Definition of Broker: For the purposes of this Article 41, “Broker” shall mean a real estate broker or salesperson licensed in the State of Maryland, who has been regularly engaged in such capacity in the business of commercial office and laboratory leasing in the North Rockville submarket of Montgomery County, Maryland for at least ten (10) years immediately preceding such person’s appointment hereunder. Each party shall pay for the cost of its Broker and one-half of the cost of the third Broker.

 

 

 

DD. Roof-top Equipment:

 

(1) Subject to the satisfaction of all the conditions in this Section 42, Tenant shall have the right to install and maintain on a proportionate share of space designated for use by tenants of the Building by Landlord on the roof of the Building (the "Rooftop Equipment Area"), without charge for use of the Rooftop Equipment Area, at a location determined by Landlord, (a) not more than one (1) satellite dish antenna, the dimensions of which shall be subject to Landlord’s reasonable approval, together with the cables extending therefrom to the Premises and (b) such items of equipment required for Tenant’s permitted use, including, but not limited to, exhaust fans, a back-up generator, and supplemental HVAC equipment, as Landlord approves pursuant to this Section 42 and Exhibit C attached hereto and subject to the limits of the Rooftop Equipment Area (collectively, the "Equipment"). Landlord shall use commercially reasonable efforts to accommodate Tenant’s request to place Equipment on the roof of the Building, provided, however, notwithstanding the inclusion of examples of the type of equipment Tenant may desire to place on the roof set forth in the preceding sentence, nothing herein shall obligate Landlord to approve such equipment or to allow Tenant to use space on the roof in excess of the Rooftop Equipment Area and Tenant’s inability to place equipment on the roof of the Building shall not create any liability on the part of Landlord whatsoever, and this Lease shall not be rendered void or voidable, as a result thereof. Tenant shall not be permitted to install any additional equipment on the roof of the Building without Landlord’s prior written consent, which shall not be unreasonably withheld, subject to the other terms and conditions of this Section. The location, size, weight, height and all other features and specifications of the Equipment and the manner of the installment of the same shall be subject to Landlord's prior written approval, which approval may be granted or withheld in Landlord's sole and absolute discretion. Notwithstanding the foregoing, Tenant shall not be entitled to install any such Equipment (i) if such installation or manner thereof would adversely affect any warranty with respect to the roof of the Building, (ii) if such installation or manner thereof would adversely affect the structure or any of the building systems of the Building, (iii) if such installation or manner thereof would require any structural alteration to the Building, (iv) if such installation would disturb the roof membrane or make any other penetration on the roof or the exterior facade of the Building other than through then-existing conduit or risers unless Landlord in its sole and absolute discretion approves in writing such structural alteration, (v) if such installation or manner thereof would violate any covenant, condition, or restriction of record affecting the Building or any applicable federal, state or local law, rule or regulation, (vi) unless Tenant has obtained and maintains at Tenant's expense, and has submitted to Landlord copies of, all permits and approvals relating to such Equipment and such installation and maintenance (including, without limitation, any permit required if a crane is necessary to place such Equipment on the roof) and timely pays all taxes and fees related thereto, (vii) unless such Equipment is white or of a beige or lighter color (or otherwise appropriately screened), (viii) unless such Equipment is installed, at Tenant's sole cost and expense, by a qualified contractor chosen by Tenant and approved in advance by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, (ix) if the installation or operation of the equipment would interfere with or disrupt the use or operation of any other equipment on the roof of the Building, (x) unless Tenant obtains Landlord's prior consent, to the manner and time in which such installation work is to be done, which consent shall not be unreasonably withheld, conditioned or delayed as to the time of such installation, (xi) unless sufficient room therefor exists on the roof, as determined by Landlord in its reasonable discretion, at the time of the proposed installation, (xii) unless screened from view from the grounds adjacent to the Building in a manner and with materials acceptable to Landlord in its reasonable discretion, or (xiii) unless all required approvals and consents of all holders of Mortgages encumbering the Building are obtained. Notwithstanding the foregoing, Tenant shall not be entitled to change the location, line of sight or method of operation of any items of the Equipment if such change results in any interference with any other antenna on the roof of the Building.

 

 

(2) Prior to installation of the Equipment, Tenant shall deliver plans and specifications concerning such installation to Landlord for Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and, following Tenant’s initial installation of the Equipment, Tenant shall reimburse Landlord's actual out of pocket expenses reasonably incurred in such review. All installations, and the method of making repairs and materials to be used in connection therewith, required after the installation of the Equipment also shall be subject to Landlord's prior written approval.

 

(3) Tenant shall not have access to any such Equipment without Landlord's prior consent (which may be requested and given verbally by the property manager or the Building engineer in the event of an emergency), which consent shall be granted to the extent necessary for Tenant to perform its maintenance obligations hereunder and only if Tenant is accompanied by Landlord's representative (if Landlord so requests). Any such access by Tenant shall be subject to rules and regulations relating thereto established from time to time by Landlord, including, without limitation, rules and regulations prohibiting such access unless Tenant is accompanied by Landlord's representative. Landlord shall provide Tenant with such rules and regulations prior to enforcement of such rules and regulations with respect to Tenant.

 

(4) At all times during the Term, Tenant shall (i) maintain the Equipment in clean, good and safe condition and in a manner that avoids interference with or disruption to Landlord and other tenants of the Building and (ii) comply with all Laws and with the requirements of all public authorities and insurance companies which shall impose any order or duty upon Landlord with respect to or affecting the Equipment or wiring out of Tenant's use or manner of use thereof. During the Term of the Lease and any subsequent renewals thereof, Tenant shall pay and discharge all costs and expenses incurred by Landlord in connection with the furnishing, installation, maintenance, operation and removal of the Equipment within thirty (30) days after written demand. All repairs to the Building made necessary by reason of the furnishing, installation, maintenance, operation or removal of the Equipment or any replacements thereof (including, without limitation, any invalidation of the roof warranty due to the Equipment or Tenant's actions) shall be at Tenant's sole cost. Such maintenance shall be performed by a qualified contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

 

 

(5) At the expiration or earlier termination of the Term, at Landlord’s election, Tenant shall surrender all or a portion of such Equipment to Landlord together with the Premises, or Tenant shall remove any such Equipment as Landlord shall designate from the Building and surrender the Rooftop Equipment Area in good condition, ordinary wear and tear and casualty excepted. Notwithstanding the foregoing, Tenant, upon submitting its request for Landlord’s consent to the installation of any such Equipment pursuant to Section 42.A.(2) hereof, shall have the right to request therein that Landlord specify whether and to what extent Landlord will require Tenant to remove the Equipment in question at the end of the Term. If Tenant submits its request for such information in accordance with the foregoing provision and Landlord consents to the installation of such Equipment requested, Landlord shall, together with its consent, specify in writing whether and to what extent it will require Tenant to remove the Equipment in question at the end of the Term, and if Landlord fails so to specify, Tenant shall have no further obligation to remove such Equipment which was the subject of Tenant’s request.

 

(6) [Intentionally Omitted].

 

(7) It is expressly understood that by granting Tenant the right hereunder, Landlord makes no representation as to the legality of the Equipment or its installation. In the event that any federal, state, county, regulatory or other authority requires the removal or relocation of any items of the Equipment, Tenant shall remove or relocate such items at Tenant's sole cost and expense, and Landlord shall under no circumstances be liable to Tenant therefor.

 

(8) The Equipment may be used by Tenant only in the conduct of Tenant's customary business at the Premises. No assignee or subtenant shall have any rights pursuant to this Section 42, except that Tenant shall have the right to permit the use of such Equipment by its subtenants and assignees permitted pursuant to Section 23 of this Lease in accordance with the terms and provisions of this Section 42.A.

 

(9) Tenant shall maintain such insurance as is appropriate with respect to the installation, operation and maintenance of the Equipment. Landlord shall have no liability on account of any damage to or interference with the operation of the Equipment and Landlord expressly makes no representations or warranties with respect to the capacity for any items of the Equipment placed on the roof of the Building to receive or transmit signals. The operation of the Equipment shall be at Tenant's sole and absolute risk.

 

B. Risers. Tenant and its contractor shall be permitted non-exclusive access equal to space in the Building risers and telecommunications closets, except such risers or closets being utilized exclusively by Landlord or other users or occupants of the Building (collectively, the “Risers”), at no additional charge therefor, for the sole purpose of installing, inspecting, maintaining, repairing and replacing telecommunications cabling therein; provided, however, that Tenant’s contractor is subject to Landlord’s prior written approval. In furtherance of the foregoing, Landlord and Tenant agree as follows:

 

 

(1) Tenant shall submit to Landlord for Landlord’s review and prior written approval reasonably detailed plans and specifications showing the locations within the Risers where such cabling and equipment will be installed.

 

(2) Tenant shall appropriately mark and/or tag all such cabling and equipment as are required by Landlord to identify the owner and user thereof. If any such cabling and equipment are installed without Landlord’s prior written approval or without such appropriate identification, and Tenant fails to remove same within thirty (30) days after written notice from Landlord to do so, then Landlord shall have the right to remove and correct such improvements and restore the Risers to their condition immediately prior thereto, and Tenant shall be liable for all expenses incurred by Landlord in connection therewith.

 

(3) Tenant shall not be entitled to use or occupy a disproportionate amount of the available space in the Risers, based upon the proportion of the rentable area then comprising the Premises to the aggregate rentable office area in the Building. Landlord makes no representation or warranty that the Risers will be adequate to satisfy Tenant’s needs.

 

(4) Tenant and its contractor(s) shall coordinate any access to the Risers with Landlord’s property manager for the Building.

 

(5) If Tenant requests Landlord or its employees to provide after hours or non-standard services, Tenant shall pay to Landlord, as Additional Rent, all actual, out-of-pocket costs and expenses incurred by Landlord in connection therewith (at Tenant’s request, Landlord shall notify Tenant whether any particular service is non-standard prior to the commencement of such work by Landlord).

 

(6) Tenant and its contractor(s) shall conduct their work in a manner that minimizes disruption and inconvenience to other tenants and occupants of the Building.

 

(7) During the installation, maintenance, repair, replacement, and removal of such cabling and equipment, Tenant shall keep all public areas of the Building where such work is being performed neat and clean at all times and Tenant shall remove or cause all debris to be removed from the Building at the end of each workday.

 

(8) Tenant shall promptly repair, at its sole cost and expense, any damage done to the Building or to the premises of any other tenant in the Building or to any electrical, mechanical, HVAC, sprinkler, life safety and other operating system serving the Building or other Common Areas that are caused by or arise out of any work performed by Tenant or its contractor pursuant to this Section 42.

 

(9) Any contractor performing such work shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed (it being agreed that it shall be reasonable for Landlord to withhold or deny its approval if such contractor is not properly licensed or insured, is subject to any bankruptcy proceeding, or is not a telecommunications provider which provides services to office buildings in Rockville, Maryland on a general basis).

 

 

(10) In performing such work, Tenant and its contractor shall observe Landlord’s rules and regulations regarding the construction, installation, and removal of Tenant improvements in the Building, which rules and regulations, together with any modifications thereto, shall be provided to Tenant, in writing, prior to enforcement.

 

(11) Tenant shall be solely responsible at its sole cost and expense to correct and to repair any work or materials installed by Tenant or Tenant’s contractor. Landlord shall have no liability to Tenant whatsoever on account of any work performed or material provided by Tenant or its contractor.

 

(12) Tenant shall not be required to remove any cabling and equipment installed by or on behalf of Tenant in the Risers in compliance with this Section 42.B. (whether on or after the date hereof) from the Building upon the expiration or earlier termination of this Lease.

 

(13) Landlord’s representative shall have the right to inspect any work performed by Tenant or its contractor at any time.

 

(14) All work done and materials furnished by Tenant and/or its contractor shall be of good quality and shall be performed in a good and workmanlike manner and in accordance and compliance with all applicable Laws and the other applicable provisions of this Lease.

 

(15) Any casualty or other damage to all or any portion of the Risers shall not affect Tenant’s obligations, duties, or responsibilities under this Lease.

 

C. Indemnification. Tenant agrees that, in addition to any indemnification provided to Landlord in this Lease, Tenant shall indemnify and hold Landlord, Landlord’s mortgagees, Landlord’s managing agent, and their employees, shareholders, partners, officers and directors, harmless from and against all costs, damages, claims, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and any costs of litigation) suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from Tenant’s use of the Equipment or the Risers or the cabling and telecommunications equipment located therein (said use shall include, without limitation, any installation or removal of the cabling and telecommunications equipment), except to the extent caused by Landlord's gross negligence or willful misconduct. In addition, Tenant shall be liable to Landlord for any actual damages suffered by Landlord or any other tenant or occupant of the Building for any cessation or shortages of electrical power or any other systems failure arising from Tenant’s use of the Equipment or the Risers or the cabling and telecommunications equipment located therein.

 

 

 

WITNESS:			LANDLORD:
			IPX MEDICAL CENTER DRIVE INVESTORS, LLC, a Delaware limited liability company
By:			By:
Name:			Name:
			Its:
ATTEST:			TENANT:
[Corporate Seal]			CELLULAR BIOMEDICINE GROUP, INC., a Delaware corporation
By:			By:
Name:			Name:
Title:			Its:

 

 

 

 

 

(i) Landlord and Tenant do hereby declare that Tenant accepted possession of the Premises on the ____  day of _____________________ , 20__;

 

(ii) As of the date hereof, the Lease is in full force and effect, and Landlord has fulfilled all of its obligations under the Lease required to be fulfilled by Landlord on or prior to said date;

 

(iii) The Lease Commencement Date is hereby established to be _____________________, 20__;

 

(iv) The Rent Commencement Date is hereby established to be _____________; and

 

(v) The Lease Expiration Date is hereby established to be __________________________, unless the Lease is sooner terminated pursuant to any provision thereof.

WITNESS:			LANDLORD:
			IPX MEDICAL CENTER DRIVE INVESTORS, LLC, a Delaware limited liability company
By:			By:
Name:			Name:
			Its:
ATTEST:			TENANT:
[Corporate Seal]			CELLULAR BIOMEDICINE GROUP, INC., a Delaware corporation
By:			By:
Name:			Name:
Title:			Its:

 

 

 

 

1. ARCHITECTURAL DESIGN SERVICES.

 

 

2. ENGINEERING DESIGN SERVICES.

 

 

 

3. TENANT'S WORK.

 

 

 

 

 

 

4. TENANT ALLOWANCE.

 

 

 

 

5. DEMOLITION ALLOWANCE.

 

 

6. CHANGES IN TENANT'S WORK.

 

 

7. VERTICAL CHASES; MONITORING PORTS FOR LAB DRAIN LINES; EMERGENCY BACK-UP PANEL.

 

 

 

 

 

8. LANDLORD’S LOADING AREA WORK.