Exhibit
10.1


 


LEASE AGREEMENT


 


BETWEEN


 


BioStart Property Group, LLC


A Delaware limited liability company


 


(Landlord)


 


AND


 


Advanced Life Sciences, Inc.


An Illinois corporation


 


(Tenant)


 


1440 Davey Road,


Woodridge, Illinois


 

















 


EXHIBITS AND RIDERS


 


The following Exhibits and Riders are attached hereto and by this
reference made a part of this Lease:


 


	
  EXHIBIT A

  	
  –

  	
  FLOOR PLAN OF THE PREMISES

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  –

  	
  THE LAND

  
	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
  –

  	
  RENT SCHEDULE

  
	
   

  	
   

  	
   

  
	
  RIDER NO. 1

  	
  –

  	
  RULES AND REGULATIONS

  



 
















 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (“this Lease”) is made and
entered into by and between BioStart Property Group,
LLC, a Delaware limited liability company (“Landlord”) and Advanced Life Sciences, Inc., an Illinois Corporation (“Tenant”),
upon all the terms set forth in this Lease and in all Exhibits and Riders
hereto, to each and all of which terms Landlord and Tenant hereby mutually
agree, and in consideration of One Dollar ($1.00) and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and of the rents, agreements and benefits flowing between the parties hereto,
as follows:


 


ARTICLE 1 - BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS


 


Section 1.1  Each reference
in this Lease to information and definitions contained in the Basic Lease
Information and Certain Definitions and each use of the terms capitalized and
defined in this Section 1.1 shall be deemed to refer to, and shall have
the respective meaning set forth in, this Section 1.1.


 


	
  A.

  	
  Premises:

  	
   

  	
  The portion of the Building, presently known as 1440 Davey Road, as
  said space is identified by diagonal lines on the floor plans attached hereto
  as Exhibit A.

  
	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
  Building:

  	
   

  	
  The building commonly known as 1440 Davey Road, Woodridge, Illinois.

  
	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
  Land:

  	
   

  	
  That certain parcel of real estate described in Exhibit B
  attached hereto.

  
	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
  Project:

  	
   

  	
  The Land and all improvements thereon, including the Building and all
  Common Areas.

  
	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
  Commencement Date:

  	
   

  	
  That certain date on which the Term shall commence, as determined
  pursuant to the provisions of Article 3 hereof.

  
	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
  Expiration Date:

  	
   

  	
  The last day of the third (3rd) Lease Year (defined
  below).

  
	
   

  	
   

  	
   

  	
   

  
	
  G.

  	
  Term:

  	
   

  	
  Three
  (3) Lease Years. The first “Lease Year” shall be the period from the
  Commencement Date to the last day of the twelfth (12th) full calendar month
  following the calendar month in which the Commencement Date occurs.
  Thereafter, each consecutive twelve (12) calendar month period shall
  constitute one (1) Lease Year. Notwithstanding anything contained herein
  to the contrary, if the Commencement Date occurs on the first (1st) day of a
  calendar month, the first Lease Year shall be twelve (12) full calendar
  months.

  



 

















 


	
   

  	
   

  	
   

  	
  The term may be renewed by sixty (60) days prior written notice by
  Tenant.

  
	
   

  	
   

  	
   

  	
   

  
	
  H.

  	
  Rentable Area of the Premises:

  	
   

  	
  Landlord and Tenant agree that for all purposes of this Lease the
  Rentable Area of the Premises shall be deemed to be 9,440 square feet.

  
	
   

  	
   

  	
   

  	
   

  
	
  I.

  	
  Rentable Area of the Building:

  	
   

  	
  Landlord and Tenant agree that for all purposes of this Lease the
  Rentable Area of the Building shall be deemed to be 9,440 square feet.

  
	
   

  	
   

  	
   

  	
   

  
	
  J.

  	
  Tenant’s Share:

  	
   

  	
  23% of the Building

  
	
   

  	
   

  	
   

  	
   

  
	
  K.

  	
  Rent:

  	
   

  	
  The Base Rent and any Additional Rent.

  
	
   

  	
   

  	
   

  	
   

  
	
  L.

  	
  Base Rent:

  	
   

  	
  The Base Rent shall be the amounts set forth on the Base Rent
  Schedule attached hereto as Exhibit C, subject to such increases as may
  be provided herein.

  
	
   

  	
   

  	
   

  	
   

  
	
  M.

  	
  Additional Rent:

  	
   

  	
  The Additional Rent shall be all other sums due and payable by Tenant
  under the Lease, including, but not limited to, Tenant’s Share of Operating
  Costs.

  
	
   

  	
   

  	
   

  	
   

  
	
  N.

  	
  Intentionally deleted

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  O.

  	
  Tenant’s Permitted Uses:

  	
   

  	
  Tenant may use the Premises for general office purposes.

  
	
   

  	
   

  	
   

  	
   

  
	
  P.

  	
  Security Deposit:

  	
   

  	
  As set forth in Article 21 herein.

  
	
   

  	
   

  	
   

  	
   

  
	
  Q.

  	
  Landlord’s Address for Notice:

  	
   

  	
  BioStart Property Group, LLC

  
	
   

  	
   

  	
   

  	
  1440 Davey Road, Woodridge, Illinois 60517

  
	
   

  	
   

  	
   

  	
  Attention: Colleen
  Crafferty

  
	
   

  	
   

  	
   

  	
   

  
	
  R.

  	
  Landlord’s Address for Payment:

  	
   

  	
  BioStart Property Group, LLC

  
	
   

  	
   

  	
   

  	
  1440 Davey Road, Woodridge, Illinois 60517

  
	
   

  	
   

  	
   

  	
  Attention: Colleen
  Crafferty

  



 


2

















 


	
  V.

  	
  Tenant’s Address for
  Notice:

  	
   

  	
  Advanced Life Sciences

  
	
   

  	
   

  	
   

  	
  1440 Davey Road,
  Woodridge, Illinois  60517

  



 


ARTICLE 2 - PREMISES AND QUIET ENJOYMENT


 


Section 2.1  Landlord hereby
leases the Premises to Tenant, and Tenant hereby rents and hires the Premises
from Landlord, for the Term.  During the
Term, Tenant shall have the right to use, in common with others and in
accordance with the Rules and Regulations (as set forth in Rider No. 1
of the Lease), the Common Areas.  Tenant
shall be subject to the terms, conditions and provisions of any and all ground
leases, deeds to secure debt, mortgages, restrictive covenants, easements and
other encumbrances now or hereafter affecting the Premises or the Project (“Encumbrances”).


 


Section 2.2  Provided that
Tenant fully and timely performs all the terms of this Lease on Tenant’s part
to be performed, including payment by Tenant of all Rent, Tenant shall have,
hold and enjoy the Premises during the Term without hindrance or disturbance
from or by Landlord; subject, however, to all of the terms, conditions and
provisions of any and all Encumbrances.


 


ARTICLE 3 - TERM; COMMENCEMENT DATE;

DELIVERY AND ACCEPTANCE OF PREMISES


 


Section 3.1  The Commencement
Date shall be October 1, 2009.


 


Section 3.2  Occupancy of
the Premises or any portion thereof by Tenant or anyone claiming through or
under Tenant shall be conclusive evidence that Tenant and all parties claiming
through or under Tenant (a) have accepted the Premises or such portion in
its as is condition as suitable for the purposes for which the Premises are
leased hereunder and the needs of Tenant, and (b) have waived any rights
or claims arising from any defects in the Premises and the Project.


 


ARTICLE 4 - RENT


 


Section 4.1  Tenant shall
pay to Landlord, without notice, demand, offset or deduction, in lawful money
of the United States of America, at Landlord’s Address for Payment, or at such
other place as Landlord shall designate in writing from time to time: (a) the
Base Rent in equal monthly installments, in advance, on the first day of each
calendar month during the Term, and (b) the Additional Rent, at the
respective times required hereunder.  The
first monthly installment of Base Rent and the Additional Rent payable under Article 5
hereof shall be paid in advance on the date of Tenant’s execution of this Lease
and applied to the first installments of Base Rent and such Additional Rent
coming due under this Lease.  Payment of
Rent shall begin on the Commencement Date; provided, however, that, if either
the Commencement Date or the Expiration Date falls on a date other than the
first day of a calendar month, the Rent due for such fractional month shall be
prorated on a per diem basis between Landlord and Tenant so as to charge Tenant
only for the portion of such fractional month falling within the Term.


 


Section 4.2  All
installments of Rent which are not paid within five (5) days after their
due date shall be subject to a late charge of five percent (5%) of the amount
of the late payment and shall further bear interest until paid at a rate per
annum (the “Interest Rate”) equal to the greater of fifteen percent (15%) or
four percent (4%) above the prime rate of interest from time to time listed in
the Wall Street Journal; provided, however, that, if at the time such interest
is sought to be imposed the rate of interest exceeds the maximum rate permitted
under federal law or under the laws of the State of Illinois, the rate 


 


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of
interest on such past due installments of Rent shall be the maximum rate of
interest then permitted by applicable law.


 


Section 4.3
Base Rent shall increase by 2.5-3% each year on the anniversary of the
Commencement Date set forth on the Base Rent Schedule attached hereto as Exhibit C.


 


ARTICLE 5- OPERATING COSTS


 


Section 5.1  Concurrently
with the first payment of Base Rent hereunder and on the first day of each
calendar month during the Term, Tenant shall pay to Landlord, as Additional
Rent, an amount (“Tenant’s Operating Costs Payment”) of money equal to Tenant’s
Share of Operating Costs, for each year or fractional year during the Term,
such amount to be calculated and paid as follows:


 


A.            Within
sixty (60) days following the Commencement Date, and on the first day of January of
each year during the Term thereafter, or as soon thereafter as is practicable,
Landlord may furnish Tenant with a statement (“Landlord’s Operating Costs
Estimate”) setting forth Landlord’s reasonable estimate of Operating Costs as
adjusted pursuant to Section 5.3 for the forthcoming year and Tenant’s
Operating Costs Payment for such year, as adjusted pursuant to Section 5.3.  On the first day of each calendar month
during such year, Tenant shall pay to Landlord one-twelfth (1/12th) of Tenant’s
Operating Costs Payment as estimated on Landlord’s Operating Costs
Estimate.  If during any calendar year
actual Operating Costs differ from Landlord’s Operating Costs Estimate for such
calendar year, Landlord may send Tenant a revised Landlord’s Operating Costs
Estimate, and, upon receipt thereof, Tenant shall thereafter make monthly
payments as set forth in the revised Landlord’s Operating Cost Estimate.  If for any reason Landlord has not provided
Tenant with Landlord’s Operating Costs Estimate on the first day of January of
any year during the Term, then (a) until the first day of the calendar
month following the month in which Tenant is given Landlord’s Operating Costs
Estimate, Tenant shall continue to pay to Landlord on the first day of each
calendar month the sum, if any, payable by Tenant under this Section 5.1
for the month of December of the preceding year, and (b) promptly
after Landlords’ Operating Costs Estimate is furnished to Tenant, Landlord
shall give notice to Tenant stating whether the installments of Tenant’s
Operating Costs Payments previously made for such year were greater or less
than the installments of Tenant’s Operating Costs Payments to be made for such
year, and (i) if there shall be a deficiency, Tenant shall pay the amount
thereof to Landlord within thirty (30) days after the delivery of Landlord’s
Operating Costs Estimate, or (ii) if there shall have been an overpayment,
Landlord shall apply such overpayment as a credit against the next accruing
monthly installment(s) of Tenant’s Operating Costs Payment due from Tenant
until fully credited to Tenant (or if there is no further installment of Tenant’s
Operating Costs Payment due by Tenant, then Landlord shall remit such
overpayment directly to Tenant), and (iii) on the first day of the
calendar month following the month in which Landlord’s Operating Costs Estimate
is given to Tenant and on the first day of each calendar month throughout the
remainder of such year, Tenant shall pay to Landlord an amount equal to
one-twelfth (1/12th) of Landlord’s Operating Costs Estimate.


 


B.            On
the last day of March of each year during the Term (beginning on the last
day of March of the first year following the year in which the
Commencement Date occurs), or as soon thereafter as is practicable, Landlord
shall furnish Tenant with a statement of the actual Operating Costs as adjusted
pursuant to Section 5.3, for the preceding year.  Within thirty (30) days after Landlord’s
giving of such statement, Tenant shall make a lump sum payment to Landlord in
the amount, if any, by which Tenant’s Operating Costs Payment for such
preceding year as shown on such Landlord’s statement, exceeds the aggregate of
the monthly installments of Tenant’s Operating Costs Payments paid during such
preceding year.  If Tenant’s Operating
Costs Payment, as shown on such Landlord’s statement, is less than the
aggregate of the monthly installments of Tenant’s Operating Costs Payment
actually paid by Tenant during such preceding year, then Landlord shall apply
such amount to the next accruing monthly 


 


4

















 


installment(s) of Tenant’s Operating Costs Payment due from Tenant
until fully credited to Tenant (or if there is no further installment of Tenant’s
Operating Costs Payment due by Tenant, then Landlord shall remit such
overpayment directly to Tenant).


 


C.            If
the Term ends on a date other than the last day of December, the actual
Operating Costs for the year in which the Expiration Date occurs, shall be
prorated so that Tenant shall pay that portion of Tenant’s Operating Costs
Payment for such year represented by a fraction, the numerator of which shall
be the number of days during such fractional year falling within the Term, and
the denominator of which is 365 (or 366, in the case of a leap year).  The provisions of this Section 5.1 shall
survive the Expiration Date or any sooner termination provided for in this
Lease.


 


Section 5.2   A.  For purposes of this Lease, the term “Operating
Costs” shall mean any and all expenses, costs and disbursements of every kind
which Landlord pays, incurs or becomes obligated to pay in connection with the
operation, management, repair and maintenance of all or any portion of the
Project.  All Operating Costs shall be
determined according to generally accepted accounting principles which shall be
consistently applied.  Operating Costs
include, without limitation, the following: 
(a)  Wages, salaries, benefits and fees (including all reasonable
education, travel and professional fees) of all personnel or entities engaged
in the operation, repair, maintenance, management, or safekeeping of the
Project, including taxes, insurance, and benefits relating thereto and the
costs of all supplies and materials (including work clothes and uniforms) used
in the operation, repair, maintenance and security of the Project; (b) Cost
of performance by Landlord’s personnel of, or of all service agreements for,
maintenance, janitorial services, access control, alarm service, window cleaning,
elevator maintenance and landscaping for the Project.  Such cost shall include the rental of
personal property and equipment used by Landlord’s personnel and others in the
maintenance and repair of the Project; (c) Cost of utilities for the
Project, including water, sewer, gas, fuel and Common Area power, electricity,
lighting and air-conditioning, heating and ventilating; (d) Cost of all
insurance, including casualty and liability insurance applicable to the Project
and to Landlord’s equipment, fixtures and personal property used in connection
therewith, business interruption or rent insurance against such perils as are
commonly insured against by prudent landlords, such other insurance as may be
required by any lessor or mortgagee of Landlord, and such other insurance which
Landlord considers reasonably necessary in the operation of the Project,
together with all appraisal and consultants’ fees in connection with such
insurance and, with respect to any claim under such insurance, the amount of
any deductible; (e) All Taxes; and (f) all community maintenance
fees.  For purposes hereof, the term “Taxes”
shall mean, all taxes, assessments, and other governmental charges, applicable
to or assessed against the Project or any portion thereof, or applicable to or
assessed against Landlord’s personal property used in connection therewith,
whether federal, state, county, or municipal and whether assessed by taxing
districts or authorities presently taxing the Project or the operation thereof
or by other taxing authorities subsequently created, or otherwise, and any
other taxes and assessments attributable to or assessed against all or any part
of the Project or its operation; including any reasonable expenses, including
fees and disbursements of attorneys, tax consultants, arbitrators, appraisers,
experts and other witnesses, incurred by Landlord in contesting any taxes or
the assessed valuation of all or any part of the Project.  Tenant acknowledges that Taxes “for” a given
calendar year are those Taxes which accrue and are assessed for the Project in
such calendar year even if paid in a later year.  If at any time during the Term there shall be
levied, assessed, or imposed on Landlord or all or any part of the Project by
any governmental entity any general or special ad valorem or other charge or
tax directly upon rents received under leases, or if any fee, tax, assessment,
or other charge is imposed which is measured by or based, in whole or in part,
upon such rents, or if any charge or tax is made based directly or indirectly
upon the transactions represented by leases or the occupancy or use of the
Project or any portion thereof, such taxes, fees, assessments or other charges
shall be deemed to be Taxes. 
Notwithstanding the foregoing, any (A)  franchise, corporation,
income or net profits tax, unless substituted for real estate taxes or imposed
as additional charges in connection with the ownership of the Project, which
may be assessed against Landlord or the Project or both, (B) transfer
taxes assessed against 


 


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Landlord
or the Project or both, (C) penalties or interest on any late payments of
Landlord and, (D) personal property taxes of Tenant or other tenants in
the Project shall be excluded from Taxes. 
If any or all of the Taxes paid hereunder are by law permitted to be
paid in installments, notwithstanding how Landlord pays the same, then, for
purposes of calculating Operating Costs, such Taxes shall be deemed to have
been divided and paid in the maximum number of installments permitted by law,
and there shall be included in Operating Costs for each year only such
installments as are required by law to be paid within such year, together with
interest thereon and on future such installments as provided by law; (f) Legal
and accounting costs incurred by Landlord or paid by Landlord to third parties
(exclusive of legal fees with respect to disputes with individual tenants,
negotiations of tenant leases, or with respect to the ownership rather than the
operation of the Project), appraisal fees, consulting fees, all other
professional fees and disbursements and all association dues; (g) Cost of
non-capitalized repairs and general maintenance for the Project (excluding
repairs and general maintenance paid by proceeds of insurance or by Tenant,
other tenants of the Project or other third parties); (h) Amortization of
the cost of improvements or equipment which are capital in nature and which (i) are
for the purpose of reducing Operating Costs for the Project, up to the amount
saved as a result of the installation thereof, as reasonably estimated by
Landlord, or (ii) enhance the Project for the general benefit of tenants
or occupants thereof, or (iii) are required by any governmental authority,
or (iv) replace any Building equipment needed to operate the Project at
the same quality levels as prior to the replacement.  All such costs, including interest thereon,
shall be amortized on a straight-line basis over the useful life of the capital
investment items, as reasonably determined by Landlord, but in no event beyond
the reasonable useful life of the Project; (i) the Project management
office rent or rental value of the Project management office and any conference
rooms of the Building made available by Landlord for common use by tenants of
the Building; and (j) a management fee (whether or not Landlord engages a
manager for the Project or manages the Project with Landlord’s personnel) and
all items reimbursable to the Project manager, if any, pursuant to any
management contract for the Project.


 


B.            “Operating Costs”
shall not include (a) specific costs for any capital repairs, replacements
or improvements, except as provided above; (b) expenses for which Landlord
is reimbursed or indemnified (either by an insurer, condemner, tenant,
warrantor or otherwise) to the extent of funds received by Landlord; (c) expenses
incurred in leasing or procuring tenants (including lease commissions,
advertising expenses and expenses of renovating space for tenants); (d) payments
for rented equipment, the cost of which would constitute a capital expenditure
not permitted pursuant to the foregoing if the equipment were purchased; (e) interest
or amortization payments on any mortgages; (f) net basic rents under
ground leases; (g) costs representing an amount paid to an affiliate of
Landlord which is in excess of the amount which would have been paid in the
absence of such relationship; or (h) costs specially billed to and paid by
specific tenants.  There shall be no
duplication of costs or reimbursements.


 


Section 5.3  If the Building is not fully occupied
(meaning one-hundred percent (100%) of the Rentable Area of the Building)
during any full or fractional year of the Term, components of the actual
Operating Costs which vary with the level of occupancy shall be adjusted for
such year to an amount which Landlord estimates would have been incurred in
Landlord’s reasonable judgment had the Building been fully occupied.


 


ARTICLE 6 — RIGHT OF FIRST NEGOTIATION


 


Section 6.1  Tenant is hereby granted a Right of First
Negotiation (as hereinafter defined) to lease the portions of the Building not
included in the Premises, identified as Parcel A, Parcel B, and Parcel C on the
floor plans attached hereto as Exhibit A, as of the Effective Date of this
Agreement.   The “Right of First Negotiation” shall mean the
exclusive right, for a period of thirty (30) days after
notification by BioStart (Notice of Negotiation), to negotiate, agree upon and
execute an amendment to this Agreement


 


6

















 


that elects to add additional space to the Premises.  Such period
shall commence on the receipt of Notice of Negotiation by Tenant from
Landlord.  Landlord shall present the Notice of Negotiation to Tenant
prior to entering into any lease agreement for any portion of space within the
Building (each a “Negotiable Parcel”) to a third party.  Such Notice of
Negotiation shall describe the boundaries of the Negotiable Parcel and disclose
the proposed terms and conditions relating to the lease of Negotiable Parcel
and any other material facts.  Tenant and Landlord shall negotiate in good
faith with each other during such period of negotiation.  If such thirty
(30) day period expires and an amendment has not been executed for the Negotiable
Parcel, Landlord may thereafter enter into a lease agreement for the Negotiable
Parcel with any third party.


 


ARTICLE 7 - SERVICES OF LANDLORD


 


Section 7.1   A.  During the Term, on each Business Day (as
defined in Article 27), Landlord shall furnish Tenant with the following
services: (a) hot and cold water in Building Standard bathrooms and
drinking water; (b) permit Tenant to use Central systems, such as then
existing feeders and risers, to obtain electrical power from the utility
supplier sufficient for lighting the Premises and for the operation therein of
equipment which consume a reasonable amount of watts per square foot of
Rentable Area of the Premises; (c) heating, ventilating or
air-conditioning, as appropriate, to the Premises and the Common Areas of the
Project, during Business Hours; (d) electric lighting for the Common
Areas; (e) facilities for Tenant’s loading, unloading, delivery and
pick-up activities, including access thereto during Business Hours, subject to
the Rules and Regulations, the type of facilities, and other limitations
of such loading facilities; and (f)  All services referred to in this Section 7.1A
shall be provided by Landlord and paid for by Tenant as part of Tenant’s
Operating Costs Payment.  At no time
shall use of electricity in the Premises exceed the capacity of existing
feeders and risers to or wiring in the Premises.  Any risers or wiring to meet Tenant’s
reasonable excess electrical requirements shall, upon Tenant’s written request,
be installed by Landlord, at Tenant’s sole cost, if, in Landlord’s reasonable
judgment, the same are necessary and shall not (i) cause permanent damage
or injury to the Project, the Building or the Premises, (ii) cause or
create a dangerous or hazardous condition, (iii) entail excessive or unreasonable
alterations, repairs or expenses or (iv) interfere with or disturb other
tenants or occupants of the Building.


 


B.            If Tenant requires
services, routinely supplied by Landlord for hours or days in addition to the
hours and days specified in Section 7.1A, Landlord shall make reasonable
efforts to provide such additional service after reasonable prior written
request therefor from Tenant, and Tenant shall reimburse Landlord for the cost
of such additional service; provided however, that, if any other tenants in the
Building served by the equipment providing such additional service to the
Premises request that Landlord concurrently provide such service to such other
tenants, the cost of Landlord’s providing such additional and concurrent
service shall be prorated among all of the tenants requesting such
service.  Landlord shall have no
obligation to provide any additional service to Tenant at any time Tenant is in
default under this Lease unless Tenant pays to Landlord, in advance, the cost
of such additional service.  If any
machinery or equipment which generates abnormal heat or otherwise creates
unusual demands on the air-conditioning or heating system serving the Premises
is used in the Premises and if Tenant has not, within five (5) days after
demand from Landlord, taken such steps, at Tenant’s expense, as shall be
necessary to cease such adverse affect on the air- conditioning or heating
system, Landlord shall have the right to install supplemental air-conditioning
or heating units in the Premises, and the full cost of such supplemental units
(including the cost of acquisition, installation, operation, use and
maintenance thereof) shall be paid by Tenant to Landlord in advance or on
demand as Additional Rent.


 


Section 7.2   Although
Landlord permits Tenant to use the Central systems as more fully provided in Section 7.1A
above, except as set forth in Section 7.1A, Landlord shall not be
obligated to furnish


 


7

















 


utility
services to the Premises.  Tenant shall
make all necessary arrangements with the public utility or alternative utility
service suppliers (“Suppliers”) supplying electric, gas, telephone, cable or
other utility services to the Premises, and shall be subject to the rules and
regulations of the Suppliers of such services and the rules and
regulations of any municipal or other governmental authority regulating the
business of providing such services. 
Tenant shall be responsible for contracting promptly and directly with
such Suppliers and for paying all deposits for, and all costs relating to, such
services, so that services are available to the Premises for Tenant’s use on
the Commencement Date.  Tenant shall
cooperate with Landlord and Suppliers at all times and, as reasonably
necessary, shall allow Landlord and the Suppliers reasonable access to the
lines, feeders, risers, wiring, pipes, meters and any other machinery within
the Premises.


 


Section 7.3   Landlord shall
in no way be liable or responsible for any loss, damage, or expense that Tenant
may sustain or incur by reason of any change, failure, interference,
disruption, or defect in the supply or character of the utility services
furnished to the Premises, or if the quantity or character of the utility
services supplied by the Suppliers is no longer available or suitable for
Tenant’s requirements, and no such change, failure, defect, unavailability, or
unsuitability shall constitute an actual or constructive eviction, in whole or
in part, will entitle Tenant to any abatement or diminution of Rent or relieve
Tenant from any of its obligations under this Lease.  Should any malfunction of any systems or
facilities occur within the Project or should maintenance or alterations of
such systems or facilities become necessary, Landlord shall repair the same
promptly and with reasonable diligence, and Tenant shall have no claim for
rebate, abatement of Rent, or damages because of malfunctions or any such
interruptions in service. 
Notwithstanding the foregoing, in the event there is failure, delay or interruption
of utility services due to any event covered by rent loss insurance which is
not caused by Tenant or its agents, employees, representative, contractors,
sublessees,  licensors or invitees and
which causes the Premises (or any portion thereof) to be untenantable or
prohibits access to the Premises, and as a result of either occurrence, Tenant
in fact ceases to use the Premises (or any portion thereof) for a period in
excess of five (5) consecutive Business Days, then commencing on the sixth
(6th) consecutive
Business Day of such untenantability and non-use, Rent payable by Tenant for
the untenantable portion of the Premises shall be abated until the earliest to
occur of (a) the date such failure, delay or interruption is remedied, (b) the
date the Premises are again tenantable or (c) the date Tenant resumes use
of the Premises.


 


ARTICLE 8 - ASSIGNMENT AND SUBLETTING


 


Section 8.1  Neither Tenant
nor its legal representatives or successors in interest shall, by operation of
law or otherwise, assign, mortgage, pledge, encumber or otherwise transfer this
Lease or any part hereof, or the interest of Tenant under this Lease, or in any
sublease or the rent thereunder.  The
Premises or any part thereof shall not be sublet, occupied or used for any
purpose by anyone other than Tenant, without Tenant’s obtaining in each
instance the prior written consent of Landlord, which consent, subject to the
provisions of Section 8.4 below, shall not be unreasonably withheld or
delayed.  Tenant shall not modify,
extend, or amend a sublease previously consented to by Landlord without
obtaining Landlord’s prior written consent thereto, which consent, subject to
the provisions of Section 8.4 below, shall not be unreasonably withheld or
delayed.


 


Section 8.2  An assignment
of this Lease shall be deemed to have occurred (a) if in a single
transaction or in a series of transactions more than 50% in interest in Tenant,
any guarantor of this Lease, or any subtenant (whether stock, partnership,
interest or otherwise) is transferred, diluted, reduced, or otherwise affected
with the result that the present holder or owners of Tenant, such guarantor, or
such subtenant have less than a 50% interest in Tenant, such guarantor or such
subtenant, or (b) if Tenant’s obligations under this Lease are taken over
or assumed in consideration of Tenant leasing space in another office
building.  The transfer of the
outstanding capital stock of any corporate Tenant, guarantor or subtenant
through the “over-the-counter” market or any recognized national securities
exchange (other


 


8

















 


than
by persons owning 5% or more of the voting calculation of such 50% interest of
clause 8.2(a) above) shall not be included in the calculation of such
50% interest in clause (a) above.


 


Section 8.3  Notwithstanding
anything to the contrary in Section 8.1, upon ten (10) days’ prior
written notice to Landlord and approval by Landlord, which approval shall not
be unreasonably withheld, Tenant may (a) sublet all or part of the Premises
to any related corporation or other entity which controls Tenant, is controlled
by Tenant or is under common control with Tenant; or (b) assign this Lease
to a successor corporation or other entity into which or with which Tenant is
merged or consolidated or which acquired substantially all of Tenant’s assets
and property; provided that (i) such successor corporation assumes
substantially all of the obligations and liabilities of Tenant and shall have a
net worth at least equal to the net worth of Tenant as of the date of this
Lease as determined by generally accepted accounting principles, and (ii) Tenant
shall provide in its notice to Landlord the information required in Section 8.4.  For the purpose hereof “control” shall mean
ownership of not less than 50% of all the voting stock or legal and equitable
interest in such corporation or entity.


 


Section 8.4  If Tenant
should desire to assign this Lease or sublet the Premises (or any part
thereof), Tenant shall give Landlord written notice no later than the time
required for notice under Section 8.3 in the case of an assignment or
subletting to a related or successor entity as more fully provided under Section 8.3,
or thirty (30) days in advance of the proposed effective date of any other
proposed assignment or sublease, specifying (a) the name, current address,
and business of the proposed assignee or sublessee, (b) the amount and
location of the space within the Premises proposed to be so subleased, (c) the
proposed effective date and duration of the assignment or subletting, and (d) the
proposed rent or consideration to be paid to Tenant by such assignee or
sublessee.  Tenant shall promptly supply
Landlord with financial statements and other information as Landlord may
request to evaluate the proposed assignment or sublease.  For assignments and sublettings other than
those permitted by Section 8.3, Landlord shall have a reasonable amount of
time following receipt of such notice and other information requested by
Landlord within which to notify Tenant in writing that Landlord elects: (i) to
terminate this Lease as to the space so affected as of the proposed effective
date set forth in Tenant’s notice, in which event Tenant shall be relieved of
all further obligations hereunder as to such space, except for provisions of
this Lease which expressly survive the termination hereof; or (ii) to
permit Tenant to assign or sublet such space; provided, however, that, if the
rent rate agreed upon between Tenant and its proposed subtenant is greater than
the rent rate that Tenant must pay Landlord hereunder for that portion of the
Premises, or if any consideration shall be promised to or received by Tenant in
connection with such proposed assignment or sublease (in addition to rent),
then fifty percent (50%) of such excess rent and other consideration shall be
considered Additional Rent owed by Tenant to Landlord (less brokerage
commissions, attorneys’ fees and other disbursements reasonably incurred by
Tenant for such assignment and subletting if acceptable evidence of such
disbursements is delivered to Landlord), and shall be paid by Tenant to
Landlord, in the case of excess rent, in the same manner that Tenant pays Base
Rent and, in the case of any other consideration, within ten (10) Business
Days after receipt thereof by Tenant; or (iii) to refuse, in Landlord’s
reasonable discretion, to consent to Tenant’s assignment or subleasing of such
space and to continue this Lease in full force and effect as to the entire
Premises.  The parties agree that
Landlord may reasonably refuse to consent to an assignment or subletting if the
proposed assignee or subtenant is not consistent with the standards of a high
quality office and laboratory building or that will impose an excessive demand
on or use of the facilities or services of the Building, is a current tenant or
subtenant of the Project or is a prospective tenant to whom Landlord has
offered to lease space in the Project; provided, however, that the foregoing
are merely examples of reasons for which Landlord may withhold its approval and
shall not be deemed exclusive of any permitted reasons for reasonably
withholding approval, whether similar or dissimilar to the foregoing
examples.  It shall also be reasonable
for Landlord to refuse to consent to any assignment or subletting if (i) an
Event of Default by Tenant then exists under this Lease, or (ii) such
assignment or subletting would cause a default under another lease in the
Building or under any Encumbrance, or (iii) any portion of the Building or
Premises 


 


9

















 


would
likely become subject to additional or different laws as a consequence of the
proposed assignment or subletting. 
Whether or not Landlord approves of a proposed assignment or sublet,
Tenant agrees to reimburse Landlord as Additional Rent for reasonable and
customary legal fees, a reasonable administrative fee and any other reasonable
costs incurred by Landlord in connection with any proposed assignment or
subletting.  Tenant shall deliver to
Landlord copies of all documents executed in connection with any permitted
assignment or subletting, which documents shall be in form and substance
reasonably satisfactory to Landlord and which shall require any assignee to
assume performance of all terms of this Lease to be performed by Tenant or any
subtenant to comply with all the terms of this Lease to be performed by
Tenant.  No acceptance by Landlord of any
Rent or any other sum of money from any assignee, sublessee or other category
of transferee shall be deemed to constitute Landlord’s consent to any
assignment, sublease, or transfer.


 


Unless otherwise agreed to in writing by Landlord, no such assignment
or sublease shall release Tenant from any of its obligations under this Lease.


 


Section 8.5  A.  Tenant acknowledges that this Lease is a
lease of nonresidential real property and therefore agrees that Tenant, as the
debtor in possession, or the trustee for Tenant (collectively the “Trustee”) in
any proceeding under Title 11 of the United State Bankruptcy Code relating
to Bankruptcy, as amended (the “Bankruptcy Code”), shall not seek or request
any extension of time to assume or reject this Lease or to perform any
obligations of this Lease which arise from or after the order of relief.


 


B.            The Trustee shall
have the right to assume or assign Tenant’s rights and obligations under this
Lease only if the Trustee: (a) promptly cures or provides adequate
assurance that the Trustee will promptly cure any default under the Lease; (b) compensates
or provides adequate assurance that the Trustee will promptly compensate
Landlord for any actual pecuniary loss incurred by Landlord as a result of
Tenant’s default under this Lease; and (c) provides adequate assurance of
future performance under the Lease.  All
payments of Rent required of Tenant under this Lease, whether or not expressly
denominated as such in this Lease, shall constitute rent for the purposes of
Title 11 of the Bankruptcy Code.


 


Section 8.6  The term “Landlord,”
as used in this Lease, so far as covenants or obligations on the part of
Landlord are concerned, shall be limited to mean and include only the owner or
owners, at the time in question, of the fee title to, or a lessee’s interest in
a ground lease of, the Land or the Building. 
In the event of any transfer, assignment or other conveyance or
transfers of any such title or interest, Landlord herein named (and in case of
any subsequent transfers or conveyances of any such title or interest, the then
grantor) shall be automatically freed and relieved from and after the date of
such transfer, assignment or conveyance of all liability as respects the
performance of any covenants or obligations on the part of Landlord contained
in this Lease thereafter to be performed and, without further agreement, the
transferee of such title or interest shall be deemed to have assumed and agreed
to observe and perform any and all obligations of Landlord hereunder, during
its ownership of the Project.  Landlord
may transfer its interest in the Project, or portions thereof on interest therein,
without the consent of Tenant and such transfer or subsequent transfer shall
not be deemed a violation on Landlord’s part of any of the terms of this Lease


 


ARTICLE 9 - REPAIRS


 


Section 9.1   Except for
ordinary wear and tear, Landlord shall perform all maintenance and make all
repairs and replacements to the Premises (including the Leasehold
Improvements).  Tenant shall pay to
Landlord as Additional Rent the cost for (a) all maintenance, repairs and
replacements within the Premises (including the Leasehold Improvements), other
than (i) repairs and replacements necessitated by the willful misconduct
or negligence of Landlord or its agents, employees, contractors, invitees or
licensees to the extent the cost thereof is not collectible under Tenant’s insurance,
or, if Tenant is not


 


10

















 


carrying
all of the insurance described in Section 14.1A, to the extent such cost
would not be covered by the insurance described in Section 14.1A, if the
same were in effect, (ii) maintenance, repairs and replacements to the
Central systems of the Building located within the Premises; and (iii) services
of Landlord described under Article 6 above to the extent the costs of
such services are included within Operating Costs; and (b) all repairs and
replacements necessitated by damage to the Project (including the Building
structure and the Central systems of the Building within the Premises) caused
by Tenant or its agents, contractors, invitees and licensees but only to the
extent the cost thereof is not collectible under Landlord’s insurance, or, if
Landlord is not carrying all of the insurance described in Section 14.2,
to the extent that such cost would not be covered by the insurance described in
Section 14.2 if the same were in effect. 
Amounts payable by Tenant pursuant to this Section 9.1 shall be
payable within thirty (30) days after receipt of an invoice therefor from
Landlord.  Landlord has no obligation and
has made no promise to maintain, alter, remodel, improve, repair, decorate, or
paint the Premises or any part thereof, except as specifically set forth in
this Lease.  In no event shall Landlord
have any obligation to maintain, repair or replace any furniture, furnishings,
fixtures or personal property of Tenant.


 


Section 9.2   Subject to the
provisions of Section 15 hereinbelow, Landlord shall maintain and make all
necessary repairs to the foundations, roof, exterior walls, and structural
elements of the Building, the electrical, plumbing, heating, ventilation and
air-conditioning systems comprising the Central systems of the Building and the
Common Areas of the Building, except that the cost of performing any of said
maintenance or repairs, whether to the Premises or to the Building, caused by
the negligence of Tenant, its employees, agents, servants, licensees,
subtenants, contractors or invitees, shall be paid by Tenant.


 


ARTICLE 10 - ALTERATIONS


 


Section 10.1   Tenant shall
not at any time during the Term make any alterations (including “Specialty
Alterations” defined below) to the Premises without first obtaining Landlord’s
written consent thereto, which consent Landlord shall not unreasonably  withhold or delay; provided, however, that
Landlord shall not be deemed unreasonable by refusing to consent to any
alterations which are visible from the exterior of the Building or the Project
including but not limited to signage, which will or are likely to cause any
weakening of any part of the structure of the Premises, the Building or the
Project or which will or are likely to cause damage or disruption to the
Central Building systems or which are prohibited by any underlying ground lease
or mortgage.  “Specialty Alterations” are
defined as alterations consisting of kitchens, executive bathrooms, raised
computer floors, computer, telephone and telecommunications wiring and cabling
in the Premises and Building, computer installations, supplemental air
conditioning systems, safe deposit boxes, vaults, libraries or file rooms
requiring reinforcement of floors, internal staircases, conveyors, dumbwaiters,
and other alterations of a similar character which Landlord designates as
Specialty Alterations by written notice delivered to Tenant when Landlord
approves Tenant’s plans containing such alterations.  Should Tenant desire to make any alterations
to the Premises, Tenant shall submit all plans and specifications for such
proposed alterations to Landlord for Landlord’s review before Tenant allows any
such work to commence, and Landlord shall promptly approve or disapprove such
plans and specifications for any of the reasons set forth in this Section 10.1
or for any other reason reasonably deemed sufficient by Landlord.  Tenant shall select and use only contractors,
subcontractors or other repair personnel from those listed on Landlord’s
approved list maintained by Landlord in the Project management office.  Upon Tenant’s receipt of written approval
from Landlord and any required approval of any mortgagee or lessor of Landlord,
and upon Tenant’s payment to Landlord of the reasonable costs incurred by
Landlord for such review and approval (including a reasonable fee for the
actual time spent by employees of Landlord), Tenant shall have the right to
proceed with the construction of all approved alterations, but only so long as
such alterations are in strict compliance with the plans and specifications so
approved by Landlord and with the provisions of this Article 10.  All alterations shall be made at Tenant’s
sole cost and expense.


 


11
















 


Section 10.2   All construction, alterations, including
Specialty Alterations, and repair work done by or for Tenant pursuant to any
provision of this Lease shall (a) be performed in such a manner as to
maintain harmonious labor relations; (b) not adversely affect the safety
of the Project, the Building or the Premises or the systems thereof and not
affect the Central systems of the Building; (c) comply with all building,
safety, fire, plumbing, electrical, and other codes and governmental and
insurance requirements; (d) not result in any usage in excess of building
standard water, electricity, gas, or other utilities or of heating, ventilating
or air-conditioning (either during or after such work) unless prior written
arrangements satisfactory to Landlord are made with respect thereto; (e) be
completed promptly and in a good and workmanlike manner; and (f) not
disturb Landlord or other tenants in the Building.  After completion of any alterations to the
Premises, Tenant will deliver to Landlord a copy of “as built” plans and
specifications depicting and describing such alterations.


 


Section 10.3   All leasehold
improvements, alterations, including Specialty Alterations, and other physical
additions made to or installed by or for
Tenant in the Premises shall be and remain Landlord’s property (except for
Tenant’s movable fixtures and movable partitions, telephone and other
equipment, computer systems, trade fixtures, furniture, furnishings, and other
items of personal property which are removable without damage to the Premises
or the Building (“Tenant’s Property”)) and shall not be removed without
Landlord’s written consent.  Tenant
agrees to remove, at its sole cost and expense, all of Tenant’s Property, and,
if directed to or permitted to do so by Landlord in writing, all, or any part
of, the leasehold improvements, alterations, including Specialty Alterations,
and other physical additions made by Tenant to the Premises, on or before the
Expiration Date or any earlier date of termination of this Lease.  Tenant shall repair (which shall include
closing up any slab penetrations in the Premises in a good and workmanlike
manner), or promptly reimburse Landlord for the cost of repairing, closing any
such slab penetrations and all damage done to the Premises or the Building by
such removal.  Tenant shall notify
Landlord of its intention to effect the closing of any such slab penetrations
at least 30 days prior to commencing such closings.  Any leasehold improvements, alterations,
including Specialty Alterations, or physical additions made by Tenant which
Landlord does not direct or permit Tenant to remove at any time during or at
the end of the Term shall become the property of Landlord at the end of the
Term without any payment to Tenant.  If
Tenant fails to remove any of Tenant’s Property by the Expiration Date or any
sooner date of termination of the Lease or, if Tenant fails to remove any
leasehold improvements, alterations, including Specialty Alterations, and other
physical additions made by Tenant to the Premises which Landlord has in writing
directed Tenant to remove, Landlord shall have the right, on the fifth (5th)
day after Landlord’s delivery of written notice to Tenant to deem such property
abandoned by Tenant and to remove, store, sell, discard or otherwise deal with
or dispose of such abandoned property in a commercially reasonable manner.  Tenant shall be liable for all costs of such
disposition of Tenant’s abandoned property, and Landlord shall have no
liability to Tenant in any respect regarding such property of Tenant.  The provisions of this Section 10.3
shall survive the expiration or any earlier termination of this Lease.


 


ARTICLE 11 - LIENS


 


Section 11.1   Tenant shall
keep the Project, the Building and the Premises and Landlord’s interest therein
free from any liens arising from any work performed, materials furnished, or
obligations incurred by, or on behalf of Tenant.  Notice is hereby given that neither Landlord
nor any mortgagee or lessor of Landlord shall be liable for any labor or
materials furnished to Tenant.  If any
lien is filed for such work or materials, such lien shall encumber only Tenant’s
interest in leasehold improvements on the Premises.  Within ten (10) days after Tenant learns
of the filing of any such lien, Tenant shall notify Landlord of such lien and
shall either discharge and cancel such lien of record or post a bond sufficient
under the laws of the State of Illinois to cover the amount of the lien claim
plus any penalties, interest, attorneys’ fees, court costs, and other legal expenses
in connection with such lien.  If Tenant
fails to so discharge or bond such lien within ten (10) calendar days
after written demand from Landlord, Landlord


 


12

















 


shall
have the right, at Landlord’s
option, to pay the full amount of such lien without inquiry into the validity
thereof, and Landlord shall be promptly reimbursed by Tenant, as Additional
Rent, for all amounts so paid by Landlord, including expenses, interest, and
attorneys’ fees.


 


ARTICLE 12 - USE AND COMPLIANCE
WITH LAWS


 


Section 12.1   The Premises
shall be used only for the uses specifically set forth in Section 1.1O and
for no other purposes whatsoever.  Tenant shall use and maintain the
Premises in a clean, careful, safe, lawful and proper manner and shall not
allow within the Premises, any offensive noise, odor, conduct or private or
public nuisance or permit Tenant’s employees, agents, licensees or invitees to
create a public or private nuisance or act in a disorderly manner within the
Building or in the Project.  Any
statement as to the particular nature of the business to be conducted by Tenant
in the Premises and uses to be made thereof by Tenant as set forth in Section 1.1O
hereof shall not constitute a representation or warranty by Landlord that such
business or uses are lawful or permissible under any certificate of occupancy
for the Premises or the Building or are otherwise permitted by law.


 


Section 12.2   Tenant shall,
at Tenant’s sole expense, (a) comply with all laws, orders, ordinances,
and regulations of federal, state, county, and municipal authorities having
jurisdiction over the Premises, (b) comply with any directive, order or
citation made pursuant to law by any public officer requiring abatement of any
nuisance or which imposes upon Landlord or Tenant any duty or obligation
arising from Tenant’s occupancy or use of the Premises or from conditions which
have been created by or at the request or insistence of Tenant, or required by
reason of a breach of any of Tenant’s obligations hereunder or by or through
other fault of Tenant, (c) comply with all insurance requirements
applicable to the Premises and (d) indemnify and hold Landlord harmless
from any loss, cost, claim or expense which Landlord incurs or suffers by reason
of Tenant’s failure to comply with its obligations under clauses (a), (b) or
(c) above.  If Tenant receives
notice of any such directive, order citation or of any violation of any law,
order, ordinance, regulation or any insurance requirement, Tenant shall
promptly notify Landlord in writing of such alleged violation and furnish
Landlord with a copy of such notice.


 


Section 12.3  As used
herein, the term “Hazardous Substance” shall mean any substance, material,
waste, gas or particulate matter which is regulated by any local governmental
authority, the State of Illinois, or the United States Government, including,
but not limited to (i) any material or substance which is defined or
designated as a “hazardous waste,” “hazardous material,” “hazardous substance,”
“extremely hazardous waste,” or “restricted hazardous waste” under any
provision of Illinois or federal law; (ii) oil or petroleum; (iii) asbestos
and asbestos-containing materials; (iv) polychlorinated biphenyls; and (v) radioactive
material.  Except for Hazardous
Substances which are used, stored and disposed of in accordance with the
manufacturer’s instructions and all applicable laws, codes, regulations, orders
and ordinances, Tenant shall not, nor shall Tenant permit any third party, to
use, store, generate, treat, release or dispose at, on or under the Premises,
Building or Land, any Hazardous Substance, and any such action shall constitute
a default under this Lease.  Tenant shall
indemnify, defend and hold Landlord, any managing agents and leasing agents of
the Building, and their respective agents, partners, officers, directors and
employees, harmless from all damages, costs, losses, expenses (including, but
not limited to, attorneys’ fees, consulting fees and engineers’ fees) arising
from or attributable to any breach by Tenant of the covenants contained in this
Section 12.3.  Tenant’s
indemnification obligations hereunder shall survive the termination or
expiration of this Lease.


 


ARTICLE 13 - DEFAULT AND REMEDIES


 


Section 13.1   The occurrence
of any one or more of the following events shall constitute an Event of Default
(herein so called) of Tenant under this Lease: (a) if Tenant fails to pay
any Rent hereunder as and when such Rent becomes due and such failure shall
continue for more than five (5) days


 


13

















 


after
Landlord gives Tenant notice of past due Rent; (b) if Tenant fails to pay
Rent on time more than twice in any period of twelve (12) months,
notwithstanding that such payments have been made within the applicable cure
period; (c) if the Premises become vacant, deserted, or abandoned for more
than ten (10) consecutive days or if Tenant fails to take possession of
the Premises on the Commencement Date or promptly thereafter; (d) if
Tenant permits to be done anything which creates a lien upon the Premises and
fails to discharge or bond such lien or post such security with Landlord as is
required by Article 11; (e) if Tenant violates the provisions of Article 8
by attempting to make an unpermitted assignment or sublease; (f) if Tenant
fails to maintain in force all policies of insurance required by this Lease and
such failure shall continue for more than ten (10) days after Landlord
gives Tenant notice of such failure; (g) if any petition is filed by or
against Tenant or any guarantor of this Lease under any present or future
section or chapter of the Bankruptcy Code, or under any similar law or statute
of the United States or any state thereof (which, in the case of an involuntary
proceeding, is not permanently discharged, dismissed, stayed, or vacated, as
the case may be, within sixty (60) days of commencement), or if any order for
relief shall be entered against Tenant or any guarantor of this Lease in any
such proceedings; (h) if Tenant or any guarantor of this Lease becomes
insolvent or makes a transfer in fraud of creditors or makes an assignment for
the benefit of creditors; (i) if a receiver, custodian, or trustee is
appointed for the Premises or for all or substantially all of the assets of
Tenant or of any guarantor of this Lease, which appointment is not vacated
within sixty (60) days following the date of such appointment; (j) if
Tenant fails to originally post or thereafter restore the Security Deposit as
required pursuant to Article 20 hereof; or (k)  if Tenant fails
to perform or observe any other terms of this Lease and such failure shall
continue for more than thirty (30) days after Landlord gives Tenant notice of
such failure, or, if such failure cannot be corrected within such thirty (30)
day period, if Tenant does not commence to correct such default within said
thirty (30) day period and thereafter diligently prosecute the correction of
same to completion within a reasonable time and in any event prior to the time
a failure to complete such correction could cause Landlord to be subject to
prosecution for violation of any law, rule, ordinance or regulation or causes,
or could cause, a default under any mortgage, underlying lease, tenant leases
or other agreements applicable to the Project.


 


Section 13.2   Upon the
occurrence of any Event of Default, Landlord shall have the right, at Landlord’s
option, to elect to do any one or more of the following without further notice
or demand to Tenant, Tenant hereby expressly waiving the requirement of service
of any statutory notice or demand as a condition precedent to Landlord’s
exercising any of the following rights:  (a) terminate
this Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, and, if Tenant fails to so surrender, Landlord shall have the right,
without notice or demand, to enter upon and take possession of the Premises and
to expel or remove Tenant and its effects without being liable for prosecution
or any claim for damages therefor; and Tenant shall, and hereby agrees to,
indemnify Landlord for all loss and damage which Landlord suffers by reason of
such termination, including damages in an amount equal to the total of (1) the
costs of recovering the Premises and all other expenses incurred by Landlord in
connection with Tenant’s default; (2) the unpaid Rent earned as of the
date of termination, plus interest at the Interest Rate; (3) the total
Rent which Landlord would have received under this Lease for the remainder of
the Term, but discounted to the then present value at a rate of eight percent
(8%) per annum, minus the fair market rental value on a net basis of the
balance of the Term as of the time of such default, discounted to the then
present value at a rate of eight percent (8%) per annum (but in no event shall
the result thereof be less than zero for the purposes of this Section); and (4) all
other sums of money and damages owing by Tenant to Landlord; or (b) enter
upon and take possession of the Premises without terminating this Lease and without
being liable to prosecution or any claim for damages therefor, and, if Landlord
elects, relet the Premises on such terms as Landlord deems advisable, in which
event Tenant shall pay to Landlord on demand the cost of repossession,
renovating, repairing and altering the Premises for a new tenant or tenants and
any deficiency between the Rent payable hereunder and the rent paid under such
reletting; provided, however, that Tenant shall not be entitled to any excess
payments received by Landlord from such reletting.  Landlord’s failure to relet the Premises
shall not release or affect


 


14

















 


Tenant’s
liability for Rent or for damages; or (c) enter the Premises without
terminating this Lease and without being liable for prosecution or any claim
for damages therefor and maintain the Premises and repair or replace any damage
thereto or do anything for which Tenant is responsible hereunder.  Tenant shall reimburse Landlord immediately
upon demand for any reasonable expenses which Landlord incurs in thus effecting
Tenant’s compliance under this Lease, and Landlord shall not be liable to
Tenant for any damages with respect thereto.


 


Section 13.3   No agreement
to accept a surrender of the Premises and no act or omission by Landlord or
Landlord’s agents during the Term shall constitute an acceptance or surrender
of the Premises unless made in writing and signed by Landlord.  No re-entry or taking possession of the
Premises by Landlord shall constitute an election by Landlord to terminate this
Lease unless a written notice of such intention is given to Tenant.  No provision of this Lease shall be construed
as an obligation upon Landlord to mitigate Landlord’s damages under the Lease,
except to the extent required by law.


 


Section 13.4   No provision
of this Lease shall be deemed to have been waived by Landlord unless such
waiver is in writing and signed by Landlord. 
Landlord’s acceptance of Rent following an Event of Default hereunder
shall not be construed as a waiver of such Event of Default.  No custom or practice which may grow up
between the parties in connection with the terms of this Lease shall be
construed to waive or lessen Landlord’s right to insist upon strict performance
of the terms of this Lease, without a written notice thereof to Tenant from
Landlord.


 


Section 13.5   The rights
granted to Landlord in this Article 13 shall be cumulative of every other
right or remedy provided in this Lease or which Landlord may otherwise have at
law or in equity or by statute, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies or constitute a forfeiture or waiver of Rent or
damages accruing to Landlord by reason of any Event of Default under this
Lease.  Tenant agrees to pay to Landlord
all costs and expenses incurred by Landlord in connection with an Event of
Default and the enforcement of this Lease, including all attorneys’ fees
incurred in connection with the collection of any sums due hereunder or the
enforcement of any right or remedy of Landlord.


 


ARTICLE 14 - INSURANCE


 


Section 14.1   Tenant, at
its sole expense, shall obtain and keep in force during the Term the following
insurance:  (a) commercial general
public liability insurance including personal injury, bodily injury, broad form
property damage; (b) Workers’ Compensation, in form and amount as required
by applicable law; and (c) any other form or forms of insurance or any
changes or endorsements to the insurance required herein as Landlord, or any
mortgagee or lessor of Landlord, may reasonably require, from time to time, in
form or in amount.  (d) If Tenant performs any repairs or alterations
in the Premises, during the period such repairs or alterations are being performed,
Tenant shall have builder’s risk insurance for full replacement value covering
all work incorporated in the Building and all materials and equipment in or
about the Premises.


 


Section 14.2   Landlord
shall insure the Building against damage with casualty and commercial general
public liability insurance, all in such amounts and with such deductible as
Landlord reasonably deems appropriate. 
Notwithstanding any contribution by Tenant to the cost of insurance
premiums, as provided hereinabove, Landlord shall not be required to carry
insurance of any kind on Tenant’s Premises Property, and Tenant hereby agrees
that Tenant shall have no right to receive any proceeds from any insurance
policies carried by Landlord.


 


Section 14.3   Tenant shall
not conduct or knowingly permit to be conducted in the Premises any activity,
or place any equipment in or about the Premises or the Building, which will
invalidate the


 


15

















 


insurance
coverage in effect or increase the rate property insurance or other insurance
on the Premises or the Building, and Tenant shall comply with all requirements
and regulations of Landlord’s casualty and liability insurer.  If any invalidation of coverage or increase
in the rate of property insurance or other insurance occurs or is threatened by
any insurance company due to any act or omission by Tenant, or its agents,
employees, representatives, or contractors, such statement or threat shall be
conclusive evidence that the increase in such rate is due to such act of Tenant
or the contents or equipment in or about the Premises, and, as a result
thereof, Tenant shall be liable for such increase and shall be considered
Additional Rent payable with the next monthly installment of Base Rent due
under this Lease.  In no event shall
Tenant introduce or permit to be kept on the Premises or brought into the
Building any dangerous, noxious, radioactive or explosive substance.


 


Section 14.4   Landlord and
Tenant each hereby waive any right of subrogation and right of recovery or
cause of action for injury or loss (i) to the extent that such injury or
loss is covered by fire, extended coverage, or similar policies covering real
property or personal property (or which would have been covered if Tenant or
Landlord, as the case may be, was carrying the insurance required by this
Lease) and (ii) including death or disease to respective employees of
either as covered by Workers’ Compensation (or would have been covered if
Tenant or Landlord, as the case may be, was carrying the insurance required by
this Lease).  Said waivers shall be in
addition to, and not in limitation or derogation or, any other waiver or
release contained in this Lease.  Written
notice of the terms of the above mutual waivers shall be given to the insurance
carriers of Landlord and Tenant if necessary to ensure the enforcement of said
waivers on behalf of insurers who may otherwise assume the rights of Landlord
or Tenant.


 


ARTICLE 15 - DAMAGE BY FIRE OR
OTHER CAUSE


 


Section 15.1 Except as otherwise expressly provided in this Article 15,
if the Building (or any portion thereof), or the Premises, is damaged or
destroyed during the Term, Landlord shall diligently repair or restore the
Building or the Premises, as the case may be, as soon as reasonably possible to
substantially the condition in which the Building or the Premises, as the case
may be, existed immediately prior to such damage or destruction.


 


Section 15.2 If continuation of Tenant’s business from the
Premises (or a portion thereof) is not practical pending reconstruction of the
Building (or portion thereof), or the Premises, as the case may be, Rent due
and payable hereunder shall equitably abate for the portion of the Premises
which is unusable by Tenant for the period commencing with the date of such
casualty until the earlier of the date that reconstruction is substantially
completed or that Tenant resumes the conduct of its business from such portion
of the Premises.


 


Section 15.3 If there is damage or destruction to the Building
(whether or not such damage affects the Premises) or to the Premises, to the
extent that Landlord reasonably determines that the Building or the Premises,
as the case may be, cannot be fully repaired or restored by Landlord within
one-hundred eighty (180) days from the date of the casualty, said determination
to be delivered to Tenant in writing within sixty (60) days of such casualty,
Landlord and (solely in the event that the Premises is damaged or destroyed)
Tenant shall have the option, upon written notice delivered to the other party
within fifteen (15) days of Landlord’s written notice, to terminate this
Lease.  If Landlord determines that the
Building or the Premises, as the case may be, can be fully repaired or restored
within such one-hundred eighty (180) day period, or if it is determined that
such repair or restoration cannot be made within such period, but neither party
elects to terminate this Lease within the aforementioned fifteen (15) days,
this Lease shall remain in full force and effect and Landlord shall diligently
repair and restore the damage or destruction as soon as reasonably possible.


 


16

















 


Section 15.4 
Notwithstanding anything contained herein to the contrary, in the event
the damage or destruction of a material portion of the Building or the
Premises, as the case may be, is not fully covered by the insurance proceeds
received by Landlord, or if there are insufficient proceeds after any required
payments to mortgagees or lessors, Landlord may, within sixty (60) days of such
casualty, terminate this Lease by written notice to Tenant, effective as of the
date of such casualty.  If Landlord does
not elect to terminate this Lease, this Lease shall remain in full force and
effect and the Building shall be diligently repaired and restored in accordance
with Section 15.1 hereof.


 


Section 15.5   If the
Building or the Premises or any portion thereof is destroyed by fire or other
causes at any time during the last year of the Term, then either Landlord or Tenant
shall have the right, at the option of either party, to terminate this Lease by
giving written notice to the other within sixty (60) days after the date of
such destruction.


 


Section 15.6   Landlord
shall have no liability to Tenant for inconvenience, loss of business, or
annoyance arising from any repair of any portion of the Premises or the
Project.  If the Premises are damaged by
any casualty, Tenant shall pay to Landlord that amount of Tenant’s insurance
proceeds  (or the amount which would have
been received by Tenant if Tenant was carrying the insurance required by this
Lease) which insures such damage.


 


Section 15.7   In the event
of termination of this Lease pursuant to Article 15, then all Rent shall
be apportioned and paid to the date on which possession is relinquished or the
date of such damage, whichever last occurs, and Tenant shall immediately vacate
the Premises according to such notice of termination; provided, however, that
those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.


 


ARTICLE 16 - CONDEMNATION


 


Section 16.1   If the whole
or substantially the whole of the Building or the Premises are taken or
condemned by eminent domain or by any conveyance in lieu thereof (such taking,
condemnation or conveyance in lieu thereof being hereinafter referred to as “condemnation”),
the Term shall cease and this Lease shall terminate on the date the condemning
authority takes possession.


 


Section 16.2   If any
portion of the Building or Common Areas shall be taken by condemnation (whether
or not such taking includes any portion of the Premises), which taking, in
Landlord’s judgment, is such that the Building or Common Areas cannot be
restored in an economically feasible manner for use substantially as originally
designed, then Landlord shall have the right, at Landlord’s option, to
terminate this Lease, effective as of the date specified by Landlord in a
written notice of termination from Landlord to Tenant.


 


Section 16.3   Intentionally
Deleted.


 


Section 16.4   If a portion,
but less than substantially the whole, of the Premises shall be taken by
condemnation, then this Lease shall be terminated as of the date of such
condemnation as to the portion of the Premises so taken, and unless Landlord
exercises its option to terminate this Lease pursuant to Section 16.2,
this Lease shall remain in full force and effect as to the remainder of the
Premises.


 


Section 16.5   In the event
of termination of this Lease pursuant to the provisions of Article 16, the
Rent shall be apportioned as of such date of termination; provided, however,
that those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.


 


17

















 


Section 16.6   All
compensation awarded or paid upon a condemnation of any portion of the Project
shall belong to and be the property of Landlord without participation by
Tenant.  Nothing herein shall be
construed, however, to preclude Tenant from prosecuting any claim directly
against the condemning authority for loss of business, loss of good will,
moving expenses, damage to, and cost of removal of, trade fixtures, furniture
and other personal property belonging to Tenant; provided, however, that Tenant
shall make no claim which shall diminish or adversely affect any award claimed
or received by Landlord.


 


Section 16.7   If any
portion of the Project other than the Building is taken by condemnation or if
the temporary use or occupancy of all or any part of the Premises shall be
taken by condemnation during the Term, this Lease shall be and remain
unaffected by such condemnation, and Tenant shall continue to pay in full the
Rent payable hereunder.  In the event of
any such temporary taking  for use or
occupancy of all or any part of the Premises, Tenant shall be entitled to
appear, claim, prove and receive the portion of the award for such taking that
represents compensation for use or occupancy of the Premises during the Term
and Landlord shall be entitled to appear, claim, prove and receive the portion
of the award that represents the cost of restoration of the Premises and the
use or occupancy of the Premises after the end of the Term hereof.  In the event of any such condemnation of any
portion of the Project other than the Building, Landlord shall be entitled to
appear, claim, prove and receive all of that award.


 


ARTICLE 17 - INDEMNIFICATION


 


Section 17.1  Tenant shall,
and hereby agrees to, indemnify and hold Landlord, its agents and their
respective employees harmless from any damage to any property or injury to, or
death of, any person arising from the use or occupancy of the Common Areas and
the Premises by Tenant, its agents, employees, representatives, contractors,
successors, assigns, licensees, or invitees, except to the extent such damage
is caused by the negligence or willful misconduct of Landlord, its agents, or
their respective employees.  Tenant
hereby waives all claims against Landlord, its agents and their respective
employees for damage to any property or injury to, or death of, any person in,
upon, or about the Project, including the Premises, arising at any time and
from any cause other than to the extent by reason of the gross negligence or
willful misconduct of Landlord, its agents, or their respective employees
including, but not limited to, any injury or damage to persons or property
resulting from the condition or design of, or any defect in, the Building or
its mechanical systems or equipment which may exist or occur or from any fire,
smoke, explosion, falling plaster, steam, gas, electricity, water, rain, flood,
snow, or leaks from any part of the Premises or from the pipes, appliances,
plumbing works, roof, or subsurface of any floor or ceiling, or from the street
or any other place, or by dampness or by any other similar cause, or any such
damage caused by other tenants or persons in the Building or by occupants of
adjacent property thereto, or by the public, or caused by construction (unless
caused solely by the gross negligence or willful misconduct of Landlord, its
agents, or their respective employees) or by any private, public or
quasi-public work.  Tenant, for itself
and its agents, employees, representatives, contractors, successors, assigns,
invitees and licensees, expressly assumes all risks of injury or damage to
person or property, whether proximate or remote, resulting from the condition
of the Project or any part thereof. Landlord shall, and hereby agrees to,
indemnify and hold Tenant harmless from any damage to any property or injury
to, or death of any person arising from any occurrence in the Common Areas of
the Project to the extent any such damage, injury or death is the result of the
gross negligence or willful misconduct of Landlord, its agents, or their
respective employees and to the extent not covered by Tenant’s insurance.  The foregoing indemnities shall include
reasonable attorneys’ fees, investigation costs, and all other reasonable costs
and expenses incurred by the indemnified party in any connection
therewith.  The provisions of this Article 17
shall survive the expiration or termination of this Lease with respect to any
damage, injury, or death occurring before such expiration or termination.  If Landlord, its agents, or their respective
employees are made a


 


18

















 


party
to any litigation commenced by or against Tenant or relating to this Lease or
to the Premises, and provided that in any such litigation Landlord, its agents,
or their respective employees are not finally adjudicated to be solely at
fault, then Tenant shall pay all costs and expenses, including attorneys’ fees
and court costs, incurred by or imposed upon Landlord, its agents, and their
respective employees because of any such litigation, and the amount of all such
costs and expenses, including attorneys’ fees and court costs, shall be a
demand obligation owing by Tenant to Landlord, its agents, and their respective
employees.


 


ARTICLE 18 - SUBORDINATION AND
ESTOPPEL CERTIFICATES


 


Section 18.1   This Lease
and all rights of Tenant hereunder are subject and subordinate to all
underlying leases now or hereafter in existence, and to any supplements,
amendments, modifications, and extensions of such leases heretofore or
hereafter made and to any deeds to secure debt, mortgages, or other security
instruments which now or hereafter cover all or any portion of the Project or
any interest of Landlord therein, and to any advances made on the security
thereof, and to any increases, renewals, modifications, consolidations,
replacements, and extensions of any of such mortgages.  This provision is declared by Landlord and
Tenant to be self- operative and no further instrument shall be required to effect
such subordination of this Lease.  Upon
demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any
further instruments and certificates evidencing such subordination as Landlord,
and any mortgagee or lessor of Landlord shall reasonably require.  Tenant shall not unreasonably withhold,
delay, or defer its written consent to reasonable modifications in this Lease
which are a condition of any construction, interim or permanent financing for
the Project or any reciprocal easement agreement with facilities in the
vicinity of the Building, provided that such modifications do not increase the
obligations of Tenant hereunder or materially and adversely affect Tenant’s use
and enjoyment of the Premises.  This
Lease is further subject and subordinate to: (a) all applicable ordinances
of any government authority having jurisdiction over the Project, relating to
easements, franchises, and other interests or rights upon, across, or
appurtenant to the Project; and (b) all utility easements and agreements,
now or hereafter created for the benefit of the Project.


 


Section 18.2  
Notwithstanding the generality of the foregoing provisions of Section 18.1,
any mortgagee or lessor of Landlord shall have the right at any time to
subordinate any such mortgage or underlying lease to this Lease, or to any of
the provisions hereof, on such terms and subject to such conditions as such
mortgagee or lessor of Landlord may consider appropriate in its
discretion.  At any time, before or after
the institution of any proceedings for the foreclosure of any such mortgage, or
the sale of the Building under any such mortgage, or the termination of any
underlying lease, Tenant shall, upon request of such mortgagee or any person or
entities succeeding to the interest of such mortgagee or the purchaser at any
foreclosure sale (“Successor Landlord”), automatically become the Tenant (or if
the Premises has been validly subleased, the subtenant) of the Successor
Landlord, without change in the terms or other provisions of this Lease (or, in
the case of a permitted sublease, without change in this Lease or in the
instrument setting forth the terms of such sublease); provided, however, that
the Successor Landlord shall not be (i) bound by any payment made by
Tenant of Rent or Additional Rent for more than one (1) month in advance,
except for a Security Deposit previously paid to Landlord (and then only if
such Security Deposit has been deposited with and is under the control of the
Successor Landlord), (ii) bound by any termination, modification,
amendment or surrender of the Lease done without the Successor Landlord’s
consent, (iii) liable for any damages or subject to any offset or defense
by Tenant to the payment of Rent by reason of any act or omission of any prior
landlord (including Landlord), or (iv) personally or corporately liable,
in any event, beyond the limitations on landlord liability set forth in Section 25.5
of this Lease.  This agreement of Tenant
to attorn to a Successor Landlord shall survive any such foreclosure sale,
trustee’s sale conveyance in lieu thereof or termination of any underlying
lease.  Tenant shall upon demand at any
time, before or after any such foreclosure or termination execute, acknowledge,
and deliver to the Successor Landlord any written instruments and certificates
evidencing


 


19

















 


such attornment as such Successor Landlord
may reasonably require; provided, however, that Landlord shall use its
reasonable efforts to require that such agreement provide that upon such
attornment as long as Tenant is not in default hereunder,  Tenant’s possession of the Premises under
this Lease shall not be disturbed.


 


Section 18.3   Tenant shall,
from time to time, within ten (10) days after request from Landlord, or from
any mortgagee or lessor of Landlord, execute, acknowledge and deliver in
recordable form a certificate certifying, to the extent true, that this Lease
is in full force and effect and unmodified (or, if there have been
modifications, that the same is in full force and effect as modified and
stating the modifications); that the Term has commenced and the full amount of
the Rent then accruing hereunder; the dates to which the Rent has been paid;
that Tenant has accepted possession of the Premises and that any improvements
required by the terms of this Lease to be made by Landlord have been completed
to the satisfaction of Tenant; the amount, if any, that Tenant has paid to
Landlord as a Security Deposit; that no Rent under this Lease has been paid
more than thirty (30) days in advance of its due date; that the address for
notices to be sent to Tenant is as set forth in this Lease (or has been changed
by notice duly given and is as set forth in the certificate); that Tenant, as
of the date of such certificate, has no charge, lien, or claim of offset under
this Lease or otherwise against Rent or other charges due or to become due
hereunder; that, to the knowledge of Tenant, Landlord is not then in default
under this Lease; and such other matters as may be reasonably requested by
Landlord or any mortgagee or lessor of Landlord.  Any such certificate may be relied upon by
Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord.  Landlord agrees periodically to furnish, when
reasonably requested in writing by Tenant, certificates signed by Landlord
containing information similar to the foregoing information.


 


Section 18.4   No act or
failure to act on the part of Landlord which would entitle Tenant under the
terms of this Lease, or by law, to be relieved of Tenant’s obligations
hereunder or to terminate this Lease, shall result in a release of such
obligations or a termination of this Lease unless (a) Tenant has given
notice by registered or certified mail to any mortgagee or lessor of Landlord
whose address shall have been furnished to Tenant, and (b) Tenant offers
such mortgagee or lessor of Landlord a reasonable opportunity to cure the
default, including time to obtain possession of the Premises by power of sale
or judicial foreclosure, if such should prove necessary to effect a cure.


 


ARTICLE 19 - SURRENDER OF THE
PREMISES


 


Section 19.1   Upon the
Expiration Date or earlier termination of this Lease, or upon any re-entry of
the Premises by Landlord without terminating this Lease pursuant to Section 13.2(b),
Tenant, at Tenant’s sole cost and expense, shall peacefully vacate and
surrender the Premises to Landlord in good order, broom clean and in the same
condition as at the beginning of the Term or as the Premises may thereafter
have been improved by Landlord or Tenant (provided that Tenant’s improvements
were made with Landlord’s consent), reasonable use and wear thereof and repairs
which are Landlord’s obligations under Articles 9, 15 and 16 only
excepted, and Tenant shall, pursuant to Section 10.3 hereof, remove all of
Tenant’s Premises Property and turn over all keys for the Premises to
Landlord.  Should Tenant continue to hold
the Premises after the expiration or earlier termination of this Lease, such
holding over, unless otherwise agreed to by Landlord in writing, shall
constitute and be construed as a tenancy at sufferance at monthly installments
of Rent equal to (i) one hundred fifty percent (150%) of the Rent in
effect as of the date of expiration or earlier termination for the first thirty
(30) days of any such holdover, and (ii) two hundred percent (200%) of the
monthly portion of Rent in effect as of the date of expiration or earlier
termination after the first thirty (30) days of any such holdover, and subject
to all of the other terms, charges and expenses set forth herein except any
right to renew this Lease or to expand the Premises or any right to additional
services.  Tenant shall also be liable to
Landlord for all consequential and other damage which Landlord suffers because
of any holding over by Tenant, and Tenant shall indemnify Landlord against all
claims made by any other tenant or prospective tenant against Landlord


 


20

















 


resulting from delay by Landlord in
delivering possession of the Premises to such other tenant or prospective
tenant.  The provisions of this Article 19
shall survive the expiration or earlier termination of this Lease.


 


ARTICLE 20 - LANDLORD’S RIGHT TO
INSPECT


 


Section 20.1   Landlord
shall retain duplicate keys, cards, access codes or other access means to all
doors of the Premises.  Landlord shall
have the right to enter the Premises at reasonable hours upon reasonable notice
(or, in the event of an emergency, at any hour without notice) (a) to
exhibit the same to present or prospective mortgagees, lessors or purchasers
during the Term and to prospective tenants during the last year of the Term, (b) to
inspect the Premises, (c) to confirm that Tenant is complying with all of
Tenant’s covenants and obligations under this Lease, (d) to clean or make
repairs required of Landlord under the terms of this Lease, (e) to make
repairs to areas adjoining the Premises, and (f) to repair and service
utility lines or other components of the Building; provided, however, Landlord
shall use reasonable efforts to minimize interference with Tenant’s
business.  Landlord shall not be liable
to Tenant for the exercise of Landlord’s rights under this Article 20 and
Tenant hereby waives any claims for damages for any injury, inconvenience or
interference with Tenant’s business, any loss of occupancy or quiet enjoyment
of the Premises, and any other loss occasioned thereby.


 


ARTICLE 21  - SECURITY
DEPOSIT


 


Section 21.1  Upon execution
of original Lease dated October 1, 2003, Tenant, as security for the
performance of Tenant’s obligations under original Lease, delivered to Landlord
the amount of one month’s Base Rent of $17,500. 
Landlord will continue to hold said amount as security for the
performance of Tenant’s obligations under this Lease.


 


ARTICLE 22 — INTENTIONALLY
DELETED


 


ARTICLE 23 - OBSERVANCE OF RULES
AND REGULATIONS


 


Section 23.1   Tenant and
Tenant’s servants, employees, agents, visitors, and licensees shall observe
faithfully and comply strictly with all Rules and Regulations (herein so
called) attached to this Lease as such Rules and Regulations may be
changed from time to time.  Landlord
shall at all times have the right to make reasonable changes in and additions
to such Rules and Regulations; provided Landlord gives Tenant prior notice
of such changes and provided that such new rules and regulations or
changes in existing rules and regulations do not conflict with this Lease,
and do not materially interfere with the lawful conduct of Tenant’s business in
the Premises.  Any failure by Landlord to
enforce any of the Rules and Regulations now or hereafter in effect,
either against Tenant or any other tenant in the Building, shall not constitute
a waiver of any such Rules and Regulations.  Landlord shall not be liable to Tenant for
the failure or refusal by any other tenant, guest, invitee, visitor, or
occupant of the Building to comply with any of the Rules and Regulations.


 


ARTICLE 24 - NOTICES


 


Section 24.1  All notices,
consents, demands, requests, documents, or other communications (other than
payment of Rent) required or permitted hereunder (collectively, “notices”)
shall be in writing and be deemed given, whether actually received or not, when
dispatched for hand delivery (with signed receipts) to the other party, or on
the first Business Day after dispatched for delivery by air express courier
(with signed receipts) to the other party, or on the second Business Day after
deposit in the United States mail, postage prepaid, certified, return receipt
requested, except for notice of change of address


 


21

















 


which
shall be deemed given only upon actual receipt. 
The addresses of the parties for notices are set forth in Article 1,
or any such other addresses subsequently specified by each party in notices
given pursuant to this Section 24.1.


 


ARTICLE 25 - MISCELLANEOUS


 


Section 25.1  Professional Fees.  In any action or proceeding brought by either
party against the other under this Lease, the prevailing party shall be
entitled to recover from the other party its professional fees for attorneys,
appraisers and accountants, its investigation costs, and any other legal
expenses and court costs incurred by the prevailing party in such action or
proceeding.


 


Section 25.2  Reimbursements.  Wherever the Lease requires Tenant to
reimburse or pay Landlord for the cost of any item, such costs will be the
reasonable and customary charge periodically established by Landlord for such
item or service.  The cost may include a
fifteen percent (15%) administrative fee. 
All such charges shall be payable upon demand as Additional Rent.


 


Section 25.3  Severability.  Every agreement contained in this Lease is,
and shall be construed as, a separate and independent agreement.  If any term of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable, the
remaining agreements contained in this Lease shall not be affected.


 


Section 25.4  Non-Merger.  There shall be no merger of this Lease with
any ground leasehold interest or the fee estate in the Project or any part
thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this Lease or any interest in this Lease as well as any
ground leasehold interest or fee estate in the Project or any interest in such
fee estate.


 


Section 25.5  Landlord’s Liability.  Anything contained in this Lease to the
contrary notwithstanding, Tenant agrees that Tenant shall look solely to the
estate and property of Landlord in the Project for the collection of any
judgment or other judicial process requiring the payment of money by Landlord
for any default or breach by Landlord under this Lease, subject, however, to
the prior rights of any mortgagee or lessor of the Project.  No other assets of Landlord or any partners,
shareholders, or other principals of Landlord shall be subject to levy,
execution or other judicial process for the satisfaction of Tenant’s claim.


 


Section 25.6  Force Majeure.  Whenever the period of time is herein
prescribed for action to be taken by Landlord or Tenant, Landlord or Tenant
shall not be liable or responsible for, and there shall be excluded from the
computation for any such period of time, any delays due to force majeure, which
term shall include strikes, riots, acts of God, shortages of labor or
materials, weather, war, governmental approvals, laws, regulations, or
restrictions, or any other cause of any kind whatsoever which is beyond the
reasonable control of Landlord or Tenant. 
Force majeure shall not excuse or delay Tenant’s obligation to pay Rent
or any other amount due under this Lease.


 


Section 25.7  Headings.  The article headings contained in this Lease
are for convenience only and shall not enlarge or limit the scope or meaning of
the various and several articles hereof. 
Words in the singular number shall be held to include the plural, unless
the context otherwise requires.  All
agreements and covenants herein contained shall be binding upon the respective
heirs, personal representatives, and successors and assigns of the parties
thereto.


 


Section 25.8  Successors and Assigns.  All agreements and covenants herein contained
shall be binding upon the respective heirs, personal representatives,
successors and assigns or the parties hereto. 
If there is more than one Tenant, the obligations hereunder imposed upon
Tenant shall be joint and


 


22

















 


several. 
If there is a guarantor of Tenant’s obligations hereunder, Tenant’s
obligations shall be joint and several obligations of Tenant and such
guarantor, and Landlord need not first proceed against Tenant hereunder before
proceeding against such guarantor, and any such guarantor shall not be released
from its guarantee for any reason, including any amendment of this Lease, any
forbearance by Landlord or waiver of any of Landlord’s rights, the failure to
give Tenant or such guarantor any notices, or the release of any party liable
for the payment or performance of Tenant’s obligations hereunder.  Notwithstanding the foregoing, nothing contained
in this Section 25.8 shall be deemed to override Article 8.


 


Section 25.9  Landlord’s Representations.  Neither Landlord nor Landlord’s agents or
brokers have made any representations or promises with respect to the Premises,
the Building, the Land, or any other portions of the Project except as herein
expressly set forth and all reliance with respect to any representations or
promises is based solely on those contained herein.  No rights, easements, or licenses are
acquired by Tenant under this Lease by implication or otherwise except as, and
unless, expressly set forth in this Lease.


 


Section 25.10  Entire Agreement; Amendments.  This Lease and the Exhibits and Riders
attached hereto set forth the entire agreement between the parties and cancel
all prior negotiations, arrangements, brochures, agreements, and
understandings, if any, between Landlord and Tenant regarding the subject
matter of this Lease.  No amendment or
modification of this Lease shall be binding or valid unless expressed in
writing executed by both parties hereto.


 


Section 25.11  Tenant’s Authority.  If Tenant signs as a corporation, execution
hereof shall constitute a representation and warranty by Tenant that Tenant is
a duly organized and existing corporation, that Tenant has been and is
qualified to do business in the State of Illinois and in good standing with the
State of Illinois, that the corporation has full right and authority to enter
into this Lease, and that all persons signing on behalf of the corporation were
authorized to do so by appropriate corporate action.  If Tenant signs as a partnership, trust, or
other legal entity, execution hereof shall constitute a representation and
warranty by Tenant that Tenant has complied with all applicable laws, rules,
and governmental regulations relative to Tenant’s right to do business in the
State of Illinois, that such entity has the full right and authority to enter
into this Lease, and that all persons signing on behalf of Tenant were
authorized to do so by any and all necessary or appropriate partnership, trust,
or other actions.


 


Section 25.12  Governing Law.  This Lease shall be governed by and construed
under the laws of the State of Illinois. 
Any action brought to enforce or interpret this Lease shall be brought
in the court of appropriate jurisdiction in Cook County, Illinois.  Should any provision of this Lease require
judicial interpretation, Landlord and Tenant hereby agree and stipulate that
the court interpreting or considering same shall not apply the presumption that
the terms hereof shall be more strictly construed against a party by reason of
any rule or conclusion that a document should be construed more strictly
against the party who itself or through its agents prepared the same, it being
agreed that all parties hereto have participated in the preparation of this
Lease and that each party had full opportunity to consult legal counsel of its
choice before the execution of this Lease.


 


Section 25.13  Tenant’s Use of Name of the Building.  Tenant shall not, without the prior written
consent of Landlord, use the name of the Building for any purpose other than as
the address of the business to be conducted by Tenant in the Premises, and
Tenant shall not do or permit the doing of anything in connection with Tenant’s
business or advertising (including brokers’ flyers promoting sublease space)
which in the reasonable judgment of Landlord may reflect unfavorably on
Landlord or the Building or confuse or mislead the public as to any apparent
connection or relationship between Tenant and Landlord, the Building, or the
Land.


 


23
















 


Section 25.14  Ancient Lights.  Any elimination or shutting off of light,
air, or view by any structure which may be erected on lands adjacent to the
Building shall in no way affect this Lease and Landlord shall have no liability
to Tenant with respect thereto.


 


Section 25.15  Changes to Project by Landlord.  Landlord shall have the unrestricted right to
make changes to all portions of the Project in Landlord’s reasonable discretion
for the purpose of improving access or security to the Project or the flow of
pedestrian and vehicular traffic therein. 
Landlord shall have the right at any time, without the same constituting
an actual or constructive eviction and without incurring any liability to
Tenant therefor, to change the arrangement or location of entrances or
passageways, doors and doorways, corridors, elevators, stairs, bathrooms, or
any other Common Areas so long as reasonable access to the Premises remains
available.  Landlord shall also have the
right to (a) rearrange, change, expand or contract portions of the Project
constituting Common Areas (b) to use Common Areas while engaged in making
improvements, repairs or alterations to the Project, or any portion thereof,
and (c) to do and perform such other acts and make such other changes in
to or with respect to the Project, or any portion thereof, as Landlord may, in
the exercise of sound business judgment, deem to be appropriate.  Landlord shall be entitled to change the name
or address of the Building or the Project. 
Landlord shall have the right to close, from time to time, the Common
Areas and other portions of the Project for such temporary periods as Landlord
deems legally sufficient to evidence Landlord’s ownership and control thereof
and to prevent any claim of adverse possession by, or any implied or actual
dedication to, the public or any party other than Landlord.


 


Section 25.16  Time of Essence.  Time is of the essence of this Lease.


 


Section 25.17  Landlord’s Acceptance of Lease.  The submission of this Lease to Tenant shall
not be construed as an offer and Tenant shall not have any rights with respect
thereto unless said Lease is consented to by mortgagee, and any lessor of
Landlord, to the extent such consent is required, and Landlord executes a copy
of this Lease and delivers the same to Tenant.


 


Section 25.18  Performance by Tenant.  All covenants and agreements to be performed
by Tenant under any of the terms of this Lease shall be performed by Tenant, at
Tenant’s sole cost and expense, and without any abatement of Rent.  If Tenant shall fail to pay any Rent, other
than Base Rent, required to be paid by it hereunder or shall fail to perform
any other act on its part to be performed hereunder, and such failure shall
continue for longer than the period of cure, if any, permitted in Section 13.1,
Landlord may, at its option, without waiving or releasing Tenant from
obligations of Tenant, make any such payment or perform any such other act on
behalf of Tenant.  All sums so paid by
Landlord and all necessary incidental costs, together with interest thereon at
the Interest Rate, from the date of such payment by Landlord, shall be payable
to Landlord on demand.  Tenant covenants
to pay any such sums, and Landlord shall have (in addition to any other right or
remedy of Landlord) the same rights and remedies in the event of the
non-payment thereof by Tenant as in the case of default by Tenant in the
payment of Rent.


 


Section 25.19  Financial Statements.  At any time during the term of this Lease,
Tenant shall, upon ten (10) days prior written notice from Landlord,
provide Landlord with a current financial statement and financial statements of
the two (2) years prior to the current financial statement year.  Such statement shall be prepared in
accordance with generally accepted accounting principles and, if such is the
normal practice of Tenant, shall be audited by an independent certified public
accountant.


 


Section 25.20 Electronic Payments.  At Landlord’s option, all payments due under
this Lease shall be made by electronic funds transfer to an account designated
in writing by Landlord.


 


24

















 


ARTICLE 26 – INTENTIONALLY
DELETED


 


ARTICLE 27 - OTHER
DEFINITIONS


 


When used in this Lease, the
terms set forth hereinbelow shall have the following meanings:  (a) “Business Days” shall mean Monday
through Friday (except for Holidays); “Business Hours” shall mean 8:00 a.m.
to 6:00 p.m. on Monday through Friday (except for Holidays); and “Holidays”
shall mean those holidays designated by Landlord, which holidays shall be
consistent with those holidays designated by landlords of other buildings in
the Woodridge area.  (b) “Common
Areas” shall mean those certain areas and facilities of the Building and those
certain improvements to the Land which are from time to time provided by
Landlord for the use of tenants of the Building and their employees, clients,
customers, licensees and invitees or for use by the public, which facilities
and improvements include any and all corridors, vending areas, cafeterias,
bathrooms, electrical and telephone rooms, mechanical rooms, janitorial areas,
conference centers, fitness centers and other similar facilities of the
Building and any and all grounds, parks, landscaped areas, outside sitting
areas, sidewalks, walkways, pedestrianways, and generally all other
improvements located on the Land, or which connect the Land to other
buildings.  (c) “Central” shall mean
that portion of any Building system or component which is within the core
and/or common to and/or serves or exists for the benefit of other tenants in
the Building.  (d) The words “day”
or “days” shall refer to calendar days, except where “Business Days” are
specified.  (e) The words “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import shall be construed to refer
to this Lease as a whole and not to any particular Article or Section thereof
unless expressly so stated. (f) The words “include” and “including” shall
be construed as if followed by the phrase “without being limited to.”  (g) Reference to Landlord as having “no
liability to Tenant” or being “without liability to Tenant” or words of like
import shall mean that Tenant is not entitled to terminate this Lease, or to
claim actual or constructive eviction, partial or total, or to receive any
abatement or diminution of rent, or to be relieved in any manner of any of
Tenant’s other obligations hereunder, or to be compensated for loss or injury
suffered or to enforce any other right or kind of liability whatsoever against
Landlord under or with respect to this Lease or with respect to Tenant’s use or
occupancy of the Premises.  (h) A “repair”
shall be deemed to include such rebuilding, replacement and restoration as may
be necessary to achieve and maintain good working order and condition.  (i) The “termination of this Lease” and
words of like import includes the expiration of the Term or the cancellation of
this Lease pursuant to any of the provisions of this Lease or to law.  Upon the termination of this Lease, the Term
shall end at 11:59 p.m. on the date of termination as if such date were
the Expiration Date, and neither party shall have any further obligation or
liability to the other after such termination except (i) as shall be
expressly provided for in this Lease and (ii) for such obligations as by
their nature or under the circumstances can only be, or by the provisions of
this Lease, may be, performed after such termination and, in any event, unless
expressly otherwise provided in this Lease, any liability for a payment (which
shall be apportioned as of the date of such termination) which shall have
accrued to or with respect to any period ending at the time of termination
shall survive the termination of this Lease. 
(j) The “terms of this Lease” shall be deemed to include all terms,
covenants, conditions, provisions, obligations, limitations, restrictions,
reservations and agreements contained in this Lease.  (k) “Tenant” shall be deemed to include
Tenant’s successors and assigns (to the extent permitted by Landlord) and any
and all occupants of the Premises permitted by Landlord and claiming by,
through or under Tenant.  (l) A “year”
shall mean a calendar year.


 


ARTICLE 28 - WAIVER OF TRIAL
BY JURY


 


TENANT HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THE LEASE, THE PREMISES, THE PROJECT, OR ANY
ACTS OF LANDLORD OR TENANT IN CONNECTION THEREWITH.


 


25

















 


IN WITNESS WHEREOF, Landlord and
Tenant have set their hands and seals hereunto and have caused this Lease to be
executed by duly authorized officials thereof, as of the day and year set
forth  on the cover page hereof.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  BIOSTART PROPERTY GROUP
  LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colleen M. Crafferty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Colleen M. Crafferty

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director of Operations

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  10/29/2009

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  ADVANCED
  LIFE SCIENCES, INC., an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Suseelan Pookote

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Suseelan Pookote

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP Corporate Development

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  10/29/2009

  



 


26

















 


EXHIBIT A


 


FLOOR PLAN OF THE PREMISES


 


***  ***


 


B-1

















 


EXHIBIT B


 


THE LAND


 


The subject property as legally described on
the Plat of Survey; Lot 1 in Internationale Center Unit 33, being a subdivision
of part of the Northeast Quarter of Section 18, Township 37 North, Range
11 East of the Third Principal Meridian in DuPage County, Illinois


 


B-1

















 


EXHIBIT C


 


RENT SCHEDULE


 


	
  Lease

  Year

  	
   

  	
  Base Rent Per

  Annum

  	
   

  	
  Approx. Base Rent

  Per Month

  	
   

  	
  Approx. Base Rent

  per Sq. Ft.

  	
   

  	
  Percent

  Increase

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  99,120

  	
   

  	
  $

  	
  8,260

  	
   

  	
  $

  	
  10.50

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  $

  	
  101,598

  	
   

  	
  $

  	
  8,466.50

  	
   

  	
  $

  	
  10.76

  	
   

  	
  2.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  $

  	
  104,646

  	
   

  	
  $

  	
  8,720.50

  	
   

  	
  $

  	
  11.08

  	
   

  	
  3

  	
  %

  



 


C-1

















 


RIDER NO. 1


 


RULES AND REGULATIONS


 


1.             Sidewalks,
doorways, vestibules, halls, stairways and similar areas shall not be
obstructed by tenants or their officers, agents, servants, and employees, or
used for any purpose other than ingress and egress to and from the Premises and
for going from one part of the Building to another part of the Building.


 


2.             Plumbing fixtures
and appliances shall be used only for the purpose for which constructed, and no
sweepings, rubbish, rags, or other unsuitable material shall be thrown or
placed therein.  The cost of repairing
any stoppage or damage resulting to any such fixtures or appliances from
misuse on the part of a tenant or such tenant’s officers, agents, servants, and
employees shall be paid by such tenant.


 


3.             No signs, posters,
advertisements, or notices shall be painted or affixed on any of the windows or
doors, or other part of the Building, except of such color, size, and style,
and in such places, as shall be first approved in writing by the building
manager.  No nails, hooks, or screws
shall be driven into or inserted in any part of the Building, except by
Building maintenance personnel, except, however, Tenant may hang light pieces
of artwork.


 


4.             The Premises shall
not be used for conducting any barter, trade, peddling, or exchange of goods or
sale through promotional give-away gimmicks or any business involving the sale
of second-hand goods, insurance salvage stock, or fire sale stock, and shall
not be used for any auction or pawnshop business, any fire sale, bankruptcy
sale, going-out-of- business sale, moving sale, bulk sale, or any other
business which, because of merchandising methods or otherwise, would tend to
lower the first-class character of the Building.


 


5.             Tenants shall not
do anything, or permit anything to be done, in or about the Building, or bring
or keep anything therein, that will in any way increase the possibility of fire
or other casualty or obstruct or interfere with the rights of, or otherwise
injure or annoy, other tenants, or do anything in conflict with the valid
pertinent laws, rules, or regulations of any governmental authority.


 


6.             Tenant shall not
place a load upon any floor of the premises which exceeds to floor load per
square foot which such floor was designed to carry or which is allowed by
applicable building code.  Landlord may
prescribe the weight and position of all safes and heavy installations which
Tenant desires to place in the premises so as properly to distribute the weight
thereof.  All damage done to the Building
by the improper placing of heavy items which overstress the floor will be
repaired at the sole expense of the Tenant.


 


7.             A tenant shall
notify the building manager when safes, furniture or other heavy equipment are
to be taken into or out of the Building. 
Moving of such items shall be done under the supervision of the building
manager, after receiving written permission from him/her.  A tenant shall be required to use protective
coverings on walls, elevators and floors to prevent damage caused by the moving
of such items.


 


8.             Corridor doors,
when not in use, shall be kept closed.


 


1

















 


9.             All deliveries must
be made via the service entrance and service elevators during normal business
hours or as otherwise directed or scheduled by Landlord.  Prior approval must be obtained from Landlord
for any deliveries that must be received after normal business hours.


 


10.           Each tenant shall
cooperate with building employees in keeping the premises neat and clean.


 


11.           Nothing shall be
swept or thrown into the corridors, halls, elevator shafts, or stairways.  No birds, animals, or reptiles, or any other
creatures, shall be brought into or kept in or about the building.


 


12.           Should a tenant
require telegraphic, telephonic, annunciator, or any other communication service,
Landlord will direct the electricians and installers where and how the wires
are to be introduced and placed, and none shall be introduced or placed except
as Landlord shall direct.


 


13.           Tenants shall not
make or permit any improper noises or odors in the Building, or otherwise
interfere in any way with other tenants or persons having business with them.


 


14.           No equipment of any
kind shall be operated on the premises that could in any way annoy any other
tenant in the Building without written consent of Landlord.


 


15.           Business machines
and mechanical equipment belonging to Tenant which cause noise and/or vibration
that may be transmitted to the structure of the Building or to any leased space
so as to be objectionable to Landlord or any tenants in the Building shall be
placed and maintained by Tenant, at Tenant’s expense, in setting of cork,
rubber, or spring type noise and/or vibration eliminators sufficient to
eliminate vibration and/or noise.


 


16.           Tenants shall not
use or keep in the Building any inflammable or explosive fluid or substance, or
any illuminating material, unless it is battery powered, UL approved.


 


17.           Tenants employees or
agents, or anyone else who desires to enter the Building after normal business
hours, may be required to provide appropriate identification and sign in upon
entry, and sign out upon leaving, giving the location during such person’s stay
and such person’s time of arrival and departure, and shall otherwise comply
with any reasonable access control procedures as Landlord may from time to time
institute.


 


18.           Landlord has the
right to evacuate the Building in event of emergency or catastrophe.


 


19.           If any governmental
license or permit shall be required for the proper and lawful conduct of Tenant’s
business, Tenant, before occupying the Premises, shall procure and maintain
such license or permit and submit it for Landlord’s inspection.  Tenant shall at all times comply with the
terms of any such license or permit.


 


20.           Landlord shall have
the right, exercisable without notice and without liability to any tenant, to
change the name and street address of the Building.


 


21.           Tenants shall not be
allowed to install vending machines within the Premises without the consent of
Landlord.  Tenants shall not be allowed
to prepare or cook food within the Premises other than


 


2

















 


employees
of Tenants using a microwave or toaster oven installed in a kitchen or dining
area approved by Landlord to heat meals for their own consumption.


 


22.           All locks and keys
for entry doors and doors within the Premises shall be provided by Landlord, at
Tenant’s cost, except the initial entry doors locks and keys shall be at
Landlord’s cost.


 


23.           Landlord shall not
be responsible for any loss or damage to any personalty items of Tenants or
their employees.


 


24.   Tenant shall not at any
time store any materials, including but not limited to, waste, products,
vehicles, or equipment on the outside of the Building.


 


25.    Tenant shall not allow
trucks being used for delivery to remain at the delivery dock beyond the time
necessary for loading or unloading.


 


26.           Landlord reserves
the right to rescind any of these Rules and Regulations and make such
other and further rules and regulations not inconsistent with the express
terms of the Lease as in the judgment of Landlord shall from time to time be
needed for the safety, protection, care, and cleanliness of the Building, the
operation thereof, the preservation of good order therein, and the protection
and comfort of its tenants, their agents, employees, and invitees, which Rules and
Regulations when made and notice thereof given to a tenant shall be binding
upon him in like manner as if originally herein prescribed.


 


3