exv10w7






AGREEMENT OF LEASE




BY AND BETWEEN:




826 NEWTOWN ASSOCIATES, L.P.




as “Landlord”




AND




BIO-IMAGING TECHNOLOGIES, INC.




as “Tenant”





	PREMISES: 	 	 Portion of 826 and 828 Newtown-Yardley Road,

Newtown, Pennsylvania
	 
	DATED: 	 	 As of December 1, 2008




 









 











TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	1.
	 	Incorporated Terms	 	 	1	 
	2.
	 	Description of Premises	 	 	2	 
	3.
	 	Term	 	 	3	 
	4.
	 	Annual Rent; Additional Rent	 	 	4	 
	5.
	 	Operating Expenses	 	 	4	 
	6.
	 	Real Estate Taxes	 	 	8	 
	7.
	 	Insurance	 	 	10	 
	8.
	 	Utilities and Services	 	 	11	 
	9.
	 	Permitted Uses	 	 	12	 
	10.
	 	Common Areas; Parking	 	 	13	 
	11.
	 	No Representations	 	 	14	 
	12.
	 	Compliance with Law	 	 	14	 
	13.
	 	Care and Repair of Premises; No Waste	 	 	16	 
	14.
	 	Alterations, Additions and Improvements	 	 	16	 
	15.
	 	Covenant Against Liens	 	 	17	 
	16.
	 	Indemnification	 	 	18	 
	17.
	 	Landlord Not Liable	 	 	18	 
	18.
	 	Assignment and Subletting	 	 	18	 
	19.
	 	Landlord’s Access	 	 	19	 
	20.
	 	Signs	 	 	20	 
	21.
	 	Casualty	 	 	20	 
	22.
	 	Condemnation	 	 	20	 
	23.
	 	Surrender of Premises	 	 	21	 
	24.
	 	Holdover	 	 	21	 
	25.
	 	Events of Default; Remedies	 	 	21	 
	26.
	 	Service Fee; Interest	 	 	24	 
	27.
	 	Landlord’s Right to Cure Tenant’s Default	 	 	24	 
	28.
	 	Notice of Landlord’s Default	 	 	24	 
	29.
	 	Landlord’s Liability Limited	 	 	24	 
	30.
	 	Subordination; Attornment	 	 	25	 
	31.
	 	Tenant’s Estoppel	 	 	26	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	32.
	 	Quiet Enjoyment	 	 	26	 
	33.
	 	Security Deposit	 	 	26	 
	34.
	 	Intentionally deleted	 	 	27	 
	35.
	 	Notices	 	 	27	 
	36.
	 	Force Majeure	 	 	27	 
	37.
	 	Waivers; Modifications	 	 	27	 
	38.
	 	Interpretation	 	 	27	 
	39.
	 	Applicable Law	 	 	27	 
	40.
	 	Authority of Lease Signatories	 	 	27	 
	41.
	 	Brokerage	 	 	27	 
	42.
	 	Binding Effect	 	 	28	 
	43.
	 	Communications Equipment	 	 	28	 
	44.
	 	Flag Pole	 	 	29	 
	45.
	 	Right of First Notification	 	 	29	 
	46.
	 	Miscellaneous	 	 	30	 
	47.
	 	Mortgagee Consent	 	 	31	 







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RIDERS TO AGREEMENT OF LEASE




FLOOR PLAN RIDER




ANNUAL RENT RIDER




RULES AND REGULATIONS RIDER




EXTENSION OPTIONS RIDER





iii











 





AGREEMENT OF LEASE




     FOR AND IN CONSIDERATION of the mutual covenants herein contained, as of December 1, 2008, the
parties hereto do hereby agree as follows:



     1. Incorporated Terms. The following terms are incorporated by reference into this
Agreement:




	 	(a)	 	NAME AND ADDRESS OF LANDLORD:
	 
	 	 	 	826 NEWTOWN ASSOCIATES, L.P.

c/o First Evergreen
55 Lane Road, Suite 430

Fairfield, New Jersey 07004
	 
	 	(b)	 	NAME AND ADDRESS OF TENANT:
	 
	 	 	 	BIO-IMAGING TECHNOLOGIES, INC.
826 Newtown-Yardley Road

Newtown, Pennsylvania 18940

Attention: Chief Financial Officer
	 
	 	(c)	 	DESCRIPTION OF PREMISES:
	 
	 	 	 	The Premises consists of the following two parts: the space (the “826
Space”), consisting of the entire first and second floor of the building
known as 826 Newtown-Yardley Road, Newtown, Pennsylvania (the “826 Building”)
and the space (the “828 Space”) labeled “BioImaging Technologies, Inc.” on
the Floor Plan Rider attached hereto, in the building known as 828
Newtown-Yardley Road, Newtown, Pennsylvania (the “828 Building”). The 826
Space and the 828 Space are hereinafter referred to as the “Premises”. The
826 Building and the 828 Building are hereinafter referred to as the
“Buildings”. The 826 Building and the 828 Building are located on the
property (the “Property”) designated as Tax Lots 29-10-86, 29-10-42-1,
29-10-40-1 and 29-10-42-5, Newtown, Pennsylvania.
	 
	 	(d)	 	AREA OF PREMISES AND BUILDINGS:
	 
	 	 	 	826 Space: approximately 44,076 rentable square feet
828 Space: approximately 14,605 rentable square feet

Buildings: 119,233 rentable square feet




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	 	(e)	 	TERM OF LEASE:
	 
	 	 	 	The Term shall be ten (10) “lease years” (as hereinafter defined in Section
3), commencing and expiring as set forth in Section 3.
	 
	 	(f)	 	PERMITTED USE:
	 
	 	 	 	General office use and for any amenities incidental thereto, which amenities
shall be used only by Tenant’s employees and Tenant’s business invitees, such
as a cafeteria and workout room, and for no other purposes.
	 
	 	(g)	 	SECURITY DEPOSIT:
	 
	 	 	 	None, subject to Section 33.
	 
	 	(h)	 	TENANT’S SHARE:
	 
	 	 	 	49.22%
	 
	 	(i)	 	BASE EXPENSE YEAR:
	 
	 	 	 	Calendar year 2009
	 
	 	(j)	 	BASE TAX YEAR:
	 
	 	 	 	Calendar year 2009
	 
	 	(k)	 	BROKER:
	 
	 	 	 	Williams Real Estate of New Jersey, LLC; commission to be paid by Landlord
pursuant to a separate agreement.
	 
	 	(l)	 	RIDERS TO LEASE:
	 
	 	 	 	Floor Plan Rider

Annual Rent Rider

Rules and Regulations Rider

Extension Options Rider





     2. Description of Premises. (a) Landlord hereby leases to Tenant, and Tenant hereby
hires from Landlord, the Premises described in Section 1(c). Nothing contained herein shall give
Tenant the right to use any storage space in the Buildings except for the storage space currently
leased by Landlord to Tenant pursuant to that certain Amendment to Office Space Lease between
Landlord and Tenant dated September 27, 2000 (the “Storage Space Agreement”). The terms and
provisions of the Storage Space Agreement shall remain in full force and effect for and during the
Term of this Lease except that the rent for the storage space shall increase to $9.00 per rentable
square foot of such storage space (ie., $5,850.00 per annum/$487.50 per month) for and during the
sixth (6th) lease year through and including the tenth (10th) lease year
hereof. The rent for the storage space shall remain $7.50 per rentable square foot of such storage
space (ie., $4,875.00 per



2









 




annum/$406.25 per month) for and during the first (1st) lease year through and
including the fifth (5th) lease year hereof. In the event that Tenant validly exercises
its option(s) to extend the Term of this Lease, the rent for such storage space for the Extension
Term(s) (as defined in the Extension Options Rider attached hereto) shall be equal to the “Fair
Market Rental Value” of such storage space for and during each Extension Term determined as set
forth in said Extension Options Rider.




          (b) The parties acknowledge that there are multiple methods of computing rentable area and
hereby agree for the purposes of this Lease that the rentable area of the Premises is the number of
square feet set forth in Section 1(d), and the rentable area of the Buildings is the number of
square feet set forth in Section 1(d).




          (c) Landlord shall have no obligation to do any work in and to the Premises or the Buildings
to render them ready for Tenant’s occupancy. Tenant has inspected the Premises and agrees to take
the Premises in “as is” condition, except as otherwise expressly provided herein.




          (d) During the Term, Tenant may perform, at Tenant’s sole cost and expense, certain work at
the Premises (the “Refurbishment Work”). Such Refurbishment Work shall be performed in accordance
with Section 14 of this Lease. Landlord shall contribute a sum of up to Two Hundred Ninety Three
Thousand Four Hundred Five and 00/100 ($293,405.00) Dollars (or Five and 00/100 Dollars per
rentable square foot of the Premises) to be applied to the cost of paint and carpet (the
“Landlord’s Refurbishment Allowance”). If and to the extent that the total aggregate cost to
perform the Refurbishment Work shall exceed the amount of Landlord’s Refurbishment Allowance, such
excess amount shall be the sole responsibility of Tenant. Landlord shall pay Landlord’s
Refurbishment Allowance to Tenant within thirty (30) days after the completion of the Refurbishment
Work to Landlord’s reasonable satisfaction. Notwithstanding anything to the contrary contained
herein, Landlord shall not be required to pay all or any portion of Landlord’s Refurbishment
Allowance while there is a mechanic’s or other construction lien filed against the Property
relating to any work being performed at the Premises by Tenant, and Landlord shall have the right
to deduct from Landlord’s Refurbishment Allowance the actual costs incurred by it, including
reasonable legal fees, in connection with the removal of any such mechanic’s or construction lien.




          (e) Landlord and Tenant are parties to a lease with respect to the Premises dated September,
1999, as subsequently amended by that certain Amendment to Office Space Lease dated September 27,
2000; First Modification of Office Space Lease dated January 11, 2002; the Letter Agreement dated
June 5, 2002; the Second Modification of Office Space Lease dated January 11, 2003; the Third
Modification of Office Space Lease dated March 11, 2004; and the Fourth Modification of Office
Space Lease dated September, 2004 (collectively, the “Prior Lease”). Upon the Commencement Date of
this Lease, the Prior Lease shall be automatically terminated and shall be void and of no further
force or effect.




     3. Term. (a) The term of this Lease (the “Term”) shall commence as of December 1,
2008 (the “Commencement Date”), and shall expire at 6:00 p.m. on the date which shall be ten (10)
lease years after the Commencement Date (the “Expiration Date”).



          (b) The first lease year shall be the period commencing on the Commencement Date and ending or
the last day of the twelfth (12th) full calendar month immediately following the





3









 







Commencement Date. Each succeeding twelve (12) calendar month period thereafter shall be a
lease year.




     4. Annual Rent; Additional Rent. (a) Tenant shall pay to Landlord at the address set
forth in Section 1(a), or to such other person or at such other place as the Landlord may from time
to time designate, without previous demand therefor and without counterclaim, deduction or set-off,
the annual rent (“Annual Rent”) set forth on the Annual Rent Rider attached hereto. Annual Rent
shall be payable in monthly installments as set forth on the Annual Rent Rider in advance on the
first day of each month during the Term of the Lease. If the Commencement Date shall be other than
the first day of a calendar month, Tenant shall pay Landlord on the Commencement Date the
proportionate amount of Annual Rent for the balance of such month computed by dividing the monthly
Annual Rent by thirty (30) and then multiplying the result by the number of days beginning with and
including the Commencement Date and ending with and including the last day of the month in which
the Commencement Date occurs.



          (b) All sums other than Annual Rent payable by Tenant under this Lease shall be deemed to be
“Additional Rent” regardless of to whom such sums may be payable. Except as otherwise provided
herein, Additional Rent shall be payable without counterclaim, deduction or set-off. In the event
of Tenant’s failure to make timely payment of any item of Additional Rent after any applicable
notice and cure period provided for herein, Landlord shall have available to it all rights and
remedies provided by this Lease and by law as for non-payment of Annual Rent. The term “rent” in
the Lease means Annual Rent and Additional Rent.




     5. Operating Expenses. (a) Commencing on January 1, 2010 (the “Expense Rent
Commencement Date”), Tenant shall pay as Additional Rent Tenant’s Share referred to in Section 1(h)
of the Lease of the “expenses” (as hereinafter defined) of the Property for any calendar year which
occurs wholly or partially during the Term of this Lease in excess of the expenses of the Property
for the calendar year referred to in Section 1(i) of this Lease (the “Base Expense Year”) (such
Additional Rent is hereinafter called the “Expense Rent”). Tenant’s Share reflects the ratio of
the rentable area of the Premises to the rentable area of the Buildings and may be modified from
time to time in the event of a change in the total rentable floor area of the Premises or the total
rentable floor area of the Buildings; provided, however that the total rentable floor area of the
Premises shall not be increased unless requested or agreed to by Tenant, and the rentable floor
area of the Buildings shall not be decreased except in connection with a casualty or condemnation
as set forth in Sections 21 and 22 hereinbelow. The term “expenses” shall mean any and all costs
incurred by Landlord in connection with the ownership, operation, maintenance, care and repair of
the Property, including, but not limited to, gardening and landscaping; snow removal; repairing,
resurfacing or repaving the parking areas, roads or driveways on the Property; maintaining,
repairing and replacing the roof and structural portions of the Property; maintaining, repairing
and replacing the heating, ventilating and air conditioning system and other mechanical systems
serving the Buildings; reasonable premiums for fire and other casualty insurance, rent insurance,
liability insurance, workers compensation insurance and other insurance with respect to the
Property; wages, medical insurance, pension payments and other fringe benefits of all employees
servicing the Property consistent with practices in the locale of the Property; payroll taxes;
labor and materials for repairs and replacements for the Buildings and its components and other
improvements on the Property; trash removal; all common area cleaning; service contracts;
electricity, gas, water, sewer and other utility charges and rents other than those directly
metered or



4









 




submetered to the Premises; licenses and permits required for the ownership and operation of
the Property; sales and use taxes payable in connection with tangible personal property and
services purchased for the management, operation, maintenance, care and repair of the Property;
fuel oil other than fuel oil directly metered or submetered to the Premises; painting; security;
professional fees; administrative expenses; management fees (not to exceed 4% of the gross rent of
the Property); and alterations and improvements made by reason of governmental requirements enacted
after the date hereof.




     Anything in this Lease to the contrary notwithstanding, the term “expenses” shall not include
any expenditure for any repair, replacement or improvement which is properly capitalized for
federal income tax purposes, unless (i) said expenditure is made for the purpose of reducing energy
or labor costs within the Building(s) or at the Property and in such instance only to the extent of
the savings realized by the installation and operation of the improvement (the “Reduction In Costs
CapEx”), or (ii) said expenditure is required under any governmental or quasi-governmental law,
statute, ordinance, rule, order, requirement or regulation first enacted after the Commencement
Date hereof (including an amendment to current law first enacted after the Commencement Date) (the
“Compliance With Law CapEx”). Such capitalized expenses shall be amortized on a straight-line
basis over the applicable recovery period as reasonably determined by Landlord for federal income
tax purposes (using an interest rate of two percent (2%) above the prime rate as published from
time to time in The Wall Street Journal), and Tenant shall reimburse Landlord only for the portion
of such capitalized expenses which falls within the Term hereof. The foregoing notwithstanding,
Tenant shall also pay Tenant’s Share, up to but not more than $10,000 per annum in the aggregate,
of the annual amortization of other bona fide capital expense items expended by Landlord in the
maintenance and upkeep of the Building(s) and/or the Property in accordance with prudent management
practices (“Additional Permitted CapEx”), based upon the amortization of such capital expense items
on a straight-line basis over the applicable recovery period as reasonably determined by Landlord
for federal income tax purposes (using an interest rate of two percent (2%) above the prime rate as
published from time to time in The Wall Street Journal), but Additional Permitted CapEx shall
specifically exclude, any and all expenses relating to (i) the complete replacement of the roof of
either Building, (ii) the complete or substantial replacement of the electrical system in either
Building, (iii) the complete or substantial replacement of the plumbing system in either Building,
(iv) the complete or substantial replacement of the parking areas, and/or (v) replacements of or
improvements to the “Structural Elements” of either Building, all of which excluded expenses shall
be the responsibility of Landlord. The term “Structural Elements” is defined to mean all footings,
foundations, columns and building framing, exterior envelope systems and supports, roof support
systems and decking, shear walls, balconies, floor joists/beams and supports, floor slabs, and load
bearing walls and supports.



     Notwithstanding anything to the contrary contained herein, in the event that the Buildings are
less than ninety five (95%) percent occupied during the Base Expense Year and/or any calendar year
of the Term, the expenses of the Property for the Base Expense Year and/or such calendar year, as
the case may be, shall be appropriately adjusted so that the expenses of the Property shall reflect
such costs as would have been incurred if the Buildings were ninety five (95%) percent occupied
during said year.



          (b) Notwithstanding any provision contained in this Lease to the contrary, the term “expenses”
shall not include interest, points, fees or principal payments on mortgage debt or




5









 







ground rents incurred by Landlord as owner of the Property; capital expenses or improvements
(except to the extent expressly permitted under Section 5(a), above), leasing commissions;
accountants, consultants or attorneys fees, costs and disbursements and other expenses incurred in
connection with leasing space (including any leasing office and concessions to such new tenants),
lease negotiations or disputes with tenants, prospective tenants or third parties or associated
with the enforcement of any leases or the defense of Landlord’s title to the Buildings or the
Property; costs of construction of the Buildings and related facilities; costs of any items or
services sold or provided to tenants (including Tenant) for which Landlord is to be reimbursed by
such tenants (whether or not actually reimbursed) or which are not generally provided to all
tenants of the Buildings; fees and higher interest charges caused by Landlord’s refinancing the
Property; costs incurred due to a violation by Landlord or any tenant of the terms and conditions
of any lease; overhead and profit increment paid to subsidiaries or affiliates of Landlord, or to
any party as a result of a non competitive selection process, for management or other services on
or to the Buildings or for supplies or other materials, to the extent that the costs of such
services, supplies or materials exceed the costs that would have been paid had the services,
supplies or materials been provided by unaffiliated parties on a competitive basis; all items and
services for which Tenant reimburses Landlord or pays third persons, or which Landlord provides
selectively to one or more tenants or occupants of the Buildings (other than Tenant) without
reimbursement (it being agreed that until Landlord and Tenant otherwise agree, Tenant shall provide
janitorial services to the entire 826 Building and the remainder of the Premises at Tenant’s cost
and expense and the cost of providing janitorial services to other tenants in the Buildings shall
be excluded from Tenant’s Share of “expenses”); commissions, advertising, space planning, art and
promotional expenditures; charitable and political contributions; financing costs and amortization
of funds borrowed by Landlord, whether secured or unsecured; depreciation of the Buildings;
completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord
pays for or performs for other tenants within their premises, and costs of correcting defects in
such work; salaries, wages, benefits and other compensation paid to officers and employees of
Landlord who are not assigned in whole or in part to the operation, management, maintenance of
repair of the Property; general organizational, administrative and overhead costs relating to
creating or maintaining Landlord’s existence, either as a corporation, partnership, or other
entity, including general corporate, legal and accounting expenses and all general corporate
overhead and general administrative expenses not related to the operation of Buildings or the
Property; costs incurred by Landlord due to the violation by Landlord, its employees, agents or
contractors or any tenant of the terms and conditions of any lease of space in the Property or any
law, order or regulation of governmental authority; costs incurred in the sale of the Buildings or
Property; net income taxes of Landlord or the owner of any interest in the Property, real estate
(except as provided in Section 6 below), ad valorem, franchise, transfer, capital stock, gift,
estate or inheritance taxes or any federal, state or local documentary taxes imposed against the
Property or any portion thereof or interest therein; any expenses otherwise includable within
Operating Expenses to the extent actually reimbursed by persons other than tenants of the Property
under leases for space in the Property; salaries and benefits and other compensation to executives,

officers or partners of Landlord above the grade of building manager or to any other person above
the grade of building manager; Landlord’s costs of electricity and other services sold or provided
to tenants in the Building (including Tenant) for which Landlord is entitled to be reimbursed by
such tenants as a separate additional charge or rental over and above the base rent or expenses
payable under the lease with such tenant; costs incurred in connection with environmental clean-up,
response action or




6









 







remediation on, in or under or about the Buildings or Property, except to the extent caused or
contributed to by Tenant in which case Tenant shall be solely responsible for its share of the cost
thereof; any increase in insurance premiums to the extent that such increase is caused or
attributable to the use, occupancy or act of another tenant; the cost of consummating any ground
lease; the cost of installing, operating and maintaining any commercial concessions operated by
Landlord in the Buildings or of installing, operating and maintaining any specialty services such
as a Building cafeteria or dining facility, or an athletic, luncheon or recreational club, or any
theater or garage; the cost of providing any bookkeeping and accounting services customarily
provided by a managing agent and the cost of which is included in management fees, except as
otherwise provided in this Lease; expenses allocable directly and solely to the retail space in the
Buildings, if any; the cost of Tenant’s Share of any deductible amount under Landlord’s insurance
policies to the extent that Tenant’s Share exceeds deductibles which are customary for similar
properties in the area of the Property; cost of any separate electrical meter Landlord may provide
to any of the other tenants in the Buildings or Property; the cost of repairs or other work to the
extent Landlord is actually reimbursed by insurance or condemnation proceeds; reserves for bad
debts and rent loss reserves and reserves for future repairs and replacements; repair costs
resulting from the negligence or willful misconduct of Landlord.




          (c) Commencing on the Expense Rent Commencement Date, Tenant shall pay its Expense Rent in
monthly installments on the first day of each month on an estimated basis as determined by Landlord
(which estimate shall not exceed the amount of the actual expenses for the prior year by ten (10%)
percent). Landlord may adjust such estimate at any time and from time to time based upon
Landlord’s experience and anticipation of costs. After the end of each calendar year during the
Term, Landlord shall deliver to Tenant a statement (the “End of Year Expense Rent Statement”)
setting forth the actual expenses of the Property for such calendar year, the amount paid by Tenant
as Expense Rent on account thereof, Tenant’s Share of such expenses, and the amount due to or from
Tenant. If Tenant has paid less than the actual amount due, Tenant shall pay the difference to
Landlord within thirty (30) days after Landlord’s request therefor. Any amount paid by Tenant
which exceeds the amount due shall be credited to the next succeeding payments due as Expense Rent
hereunder, unless the Term has then expired in which event such excess amount shall be refunded to
Tenant. If the Expense Rent Commencement Date is other than the first day of a calendar year, or
the Expiration Date is prior to the last day of a calendar year, the Expense Rent shall be
apportioned so that Tenant shall pay only such portion of the expenses of the Property attributable
to the period of such calendar year occurring after the Expense Rent Commencement Date or prior to
the Expiration Date, as the case may be.




          (d) Notwithstanding anything to the contrary contained herein, in the event that any tenant of
the Buildings or the Property is separately billed for any item of expenses for which Tenant is
responsible hereunder, the amount billed to such tenant shall not be included in the term expenses
and the rentable floor area of such tenant’s leased premises shall be excluded for the purposes of
determining Tenant’s Share of that specific expense.




          (e) Tenant shall have the right, at its cost and expense, to audit the Expense Rent for the
immediately preceding calendar year only provided that (i) Tenant shall notify Landlord of its
election to audit the Expense Rent within ninety (90) days following Tenant’s receipt of the End of
Year Expense Rent Statement, (ii) such audit shall be conducted at the office where Landlord
maintains its records and only after Tenant gives Landlord at least thirty (30) days’ prior written




7









 







notice,(iii) Tenant shall deliver to Landlord a copy of the results of such audit within one
hundred twenty (120) days following Tenant’s receipt of the End of Year Expense Rent Statement;
(iv) no assignee shall conduct an audit for any period during which such assignee was not in
possession of the Premises; (v) Tenant shall keep the results of such audit strictly confidential
and shall not disclose the same to any other party except on an as needed basis in the event of a
dispute regarding the Expense Rent; (vi) no subtenant shall have any right to conduct an audit;
(vii) no audit shall be conducted at any time that Tenant is in default of any of the terms of this
Lease beyond the expiration of any applicable notice and grace period provided for herein; and
(viii) such audit shall only be conducted by a certified public accountant not compensated on a
contingent fee basis. Tenant may not remove any of Landlord’s expense records or other documents
from the office where Landlord maintains the same. In the event that Tenant’s audit alleges that
an error was made by Landlord, Landlord shall have ninety (90) days following receipt of the
results of such audit to obtain an audit from an accountant of Landlord’s choice, at Landlord’s
cost and expense, or Landlord shall be deemed to have accepted the results of Tenant’s audit. In
the event that Landlord’s and Tenant’s accountants shall be unable to reconcile the results, both
accountants shall mutually agree upon a third accountant whose determination shall be conclusive.
The cost of any such third accountant shall be shared equally between Landlord and Tenant. If it
is determined that Tenant has paid less than the actual amount due, Tenant shall pay the difference
to Landlord within thirty (30) days after the date of such determination. If it is determined that
Tenant has paid any amount in excess of the amount due, such excess amount shall be refunded to
Tenant within thirty (30) days after the date of such determination. If it is determined that the
expenses used to calculate the Expense Rent in any year during the Term hereof exceeded the actual
expenses properly chargeable to Tenant in accordance with this Lease for said year by more than ten
(10%) percent, then Landlord shall promptly reimburse Tenant for the actual, documented cost of the
audit.




          (f) To the extent that any cost or expense is appropriately included in expenses pursuant
hereto, it shall only be included in expenses once, notwithstanding that such cost or expense may
fall under more than one category or be referenced in more than one Section of this Lease.




     6. Real Estate Taxes. (a) Commencing on January 1, 2010 (the “Tax Rent Commencement
Date”), Tenant shall pay as Additional Rent Tenant’s Share referred to in Section 1(h) of the Lease
of all real estate taxes assessed against the Property for any tax fiscal year which occurs wholly
or partially during the Term of this Lease in excess of the real estate taxes assessed against the
Property for the tax fiscal year referred to in Section 1(j) (the “Base Tax Year”) (such Additional
Rent is hereinafter called the “Tax Rent”). The term “real estate taxes” shall mean (i) any tax or
assessment levied, assessed or imposed at any time by any governmental authority on or against the
Property or any part thereof; (ii) any assessment for public betterments or improvements levied,
assessed or imposed upon or against the Property; (iii) any reasonable legal fees and other costs
incurred by Landlord in connection with evaluating and/or contesting the assessed valuation of the
Property for real estate tax purposes; and (iv) any tax levied, assessed or imposed at any time
upon or against the receipt of income or rents or any other tax upon Landlord as a substitute or
supplement in whole or in part for a real estate tax or assessment. The term “real estate taxes”
shall not include income taxes, estate taxes, inheritance taxes, franchise taxes, transfer taxes,
capital stock taxes or any fines or penalties for the late payment of real estate taxes.



8









 





          (b) Commencing on the Tax Rent Commencement Date, Tenant shall pay its Tax Rent in monthly
installments on the first day of each month on an estimated basis as determined by Landlord (which
estimate shall not exceed the actual amount of real estate taxes for the prior year by ten (10%)
percent.) Landlord may adjust such estimate at any time and from time to time based upon
Landlord’s anticipation of the real estate taxes which may be assessed against the Property. At
any time after the real estate taxes for any tax fiscal year shall be fixed by the appropriate
governmental authorities, Landlord shall deliver to Tenant a statement (the “End of Year Tax Rent
Statement”) setting forth the actual real estate taxes assessed against the Property for such tax
fiscal year, the amount paid by Tenant as Tax Rent on account thereof, Tenant’s Share of such real
estate taxes, and the amount due to or from Tenant. If Tenant has paid less than the actual amount
due, Tenant shall pay the difference to Landlord within thirty (30) days after Landlord’s request
therefor. Any amount paid by Tenant which exceeds the actual amount due shall be credited to the
next succeeding payments due as Tax Rent hereunder, unless the Term has then expired in which event
such excess amount shall be refunded to Tenant. Real estate taxes for any tax fiscal year
beginning before the Tax Rent Commencement Date or terminating after the Expiration Date shall be
apportioned so that Tenant shall pay only such portion of the increase in real estate taxes as
shall be attributable to the period of such tax fiscal year occurring after the Tax Rent
Commencement Date or prior to the Expiration Date, as the case may be.




          (c) Upon receipt of Landlord’s prior approval, which approval shall not be unreasonably
withheld, conditioned or delayed, Tenant may contest or appeal, at Tenant’s sole cost and expense,
the amount or validity, in whole or in part, of any real estate taxes assessed against the
Buildings or the Property, by appropriate proceedings diligently conducted by Tenant in good faith.
Tenant shall provide to Landlord for its reasonable review and approval prior to filing any
applications, affidavits and like supporting documentation required in connection with such effort.
Landlord shall reasonably cooperate with Tenant subject to and in accordance with the conditions
set forth in this paragraph. Tenant may take any such contest in its own name or, if it cannot
contest in its own name, in the name of the Landlord. Tenant shall be responsible for any increase
in any real estate taxes that is levied against the Property to the extent said increase is due to
Tenant’s contest or appeal.




          (d) Tenant shall have the right, at its cost and expense, to audit the Tax Rent for the
immediately preceding calendar year only provided that (i) Tenant shall notify Landlord of its
election to audit the Tax Rent within ninety (90) days following Tenant’s receipt of the End of
Year Tax Rent Statement, (ii) such audit shall be conducted at the office where Landlord maintains
its records and only after Tenant gives Landlord at least thirty (30) days’ prior written
notice,(iii) Tenant shall deliver to Landlord a copy of the results of such audit within one
hundred twenty (120) days following Tenant’s receipt of the End of Year Tax Rent Statement; (iv) no
assignee shall conduct an audit for any period during which such assignee was not in possession of
the Premises; (v) Tenant shall keep the results of such audit strictly confidential and shall not
disclose the same to any other party except on an as needed basis in the event of a dispute
regarding the Tax Rent; (vi) no subtenant shall have any right to conduct an audit; (vii) no audit
shall be conducted at any time that Tenant is in default of any of the terms of this Lease beyond
the expiration of any applicable notice and grace period provided for herein; and (viii) such audit
shall only be conducted by a certified public accountant not compensated on a contingent fee basis.
Tenant may not remove any of Landlord’s expense records or other documents from the office where
Landlord maintains the same. In the event that Tenant’s audit alleges that an error was made by
Landlord, Landlord shall




9









 







have ninety (90) days following receipt of the results of such audit to obtain an audit from
an account of Landlord’s choice, at Landlord’s cost and expense, or Landlord shall be deemed to
have accepted the results of Tenant’s audit. In the event that Landlord’s and Tenant’s accountants
shall be unable to reconcile the results, both accountants shall mutually agree upon a third
accountant whose determination shall be conclusive. The cost of any such third accountant shall be
shared equally between Landlord and Tenant. If it is determined that Tenant has paid less than the
actual amount due, Tenant shall pay the difference to Landlord within thirty (30) days after the
date of such determination. If it is determined that Tenant has paid any amount in excess of the
amount due, such excess amount shall be refunded to Tenant within thirty (30) days after the date
of such determination. If it is determined that the real estate taxes used to calculate the Tax
Rent in any year during the Term hereof exceeded the actual real estate taxes properly chargeable
to Tenant in accordance with this Lease for said year by more than ten (10%) percent, then Landlord
shall promptly reimburse Tenant for the actual, documented cost of the audit.




     7. Insurance. (a) Tenant shall provide, at its own expense, and keep in force during
the Term:



               (1) General Liability Insurance, including contractual liability coverage, insuring against
and saving harmless Landlord, any mortgagee now or hereafter encumbering the Property (“Landlord’s
Mortgagee”) and Tenant against any liability which arises from any occurrence on or about the
Premises, or which arises from any liability, claims or costs indicated in Section 16 against which
Tenant is required to indemnify Landlord. The coverage limits of said general liability insurance
policy shall be at least $3,000,000.00 in combined single limit with respect to personal injury,
death or property damage arising out of any one occurrence. Such coverage may be combined as
primary general liability and excess (umbrella) liability. Such amount shall be subject to
periodic increase as reasonably required by Landlord.



               (2) Fire and casualty insurance with broad form extended coverage, including, but not limited
to, coverage for vandalism and malicious mischief, in the amount of the full replacement cost, from
time to time, of Tenant’s trade fixtures, equipment, inventory and other contents of the Premises.



               (3) Business interruption insurance in an amount at least sufficient to pay Tenant’s
obligations as to payment of Annual Rent and Additional Rent under this Lease.



               (4) Workers’ Compensation insurance in accordance with the laws of the state in which the
Premises are located.



               (5) Such other insurance as Landlord may from time to time reasonably require which is
consistent with insurance carried by other similar properties in the area of the Property.



          (b) All such policies shall be issued by insurance companies of recognized responsibility,
satisfactory to Landlord and duly licensed and authorized to transact business in the state in
which the Premises are located. Tenant agrees to deliver to Landlord, prior to the commencement of
the Term, and thereafter not later than thirty (30) days after request by Landlord, a copy of each
such insurance policy or, if requested by Landlord, a certificate of insurance as to




10









 







any such policy of insurance, together with proof of the payment of the initial or renewal
premiums therefor. Such insurance shall be non-cancelable without thirty (30) days’ prior written
notice to Landlord and Landlord’s Mortgagee and any loss shall be payable notwithstanding any act
or negligence of Tenant or Landlord or any agent or employee thereof.




          (c) Landlord and Tenant each hereby releases the other from any and all liability in the event
of damage to or destruction of the Premises or the contents thereof whether or not caused by the
negligence or other act, omission to act or fault of Tenant or Landlord or their respective agents,
servants or employees to the extent that such liability is covered by any insurance required to be
carried by either party hereunder or any other insurance actually carried by either party. It is
the intent of Landlord and Tenant that the releasing party shall look to its own insurance policies
for compensation in the event of any damage to or destruction of the Premises or the contents
thereof. In the event that the insurance required to be maintained or actually maintained by the
releasing party does not cover such damage or destruction, and if the other party’s insurance does
cover such damage or destruction, the releasing party shall be entitled to seek compensation from
the other party’s insurance policy for such damage or destruction. All insurance policies carried
by Landlord and Tenant covering the Premises, or the contents thereof, or in any manner relating
thereto, shall expressly provide that the foregoing release shall not affect or reduce the coverage
or the insurer’s obligations thereunder and shall also expressly waive any right of subrogation on
the part of the insurer against the other party.




          (d) Tenant shall comply with the requirements of any insurance policy carried by Landlord or
Tenant covering the Property or the Premises, all requirements of the issuer of any such policy,
and the applicable regulations and requirements of the National Board of Fire Underwriters, any
applicable local board of fire underwriters, and any other body exercising a similar function. If
the premiums for any insurance policy maintained by Landlord applicable to the Property exceed the
rate that would have been applicable for the permitted use of Tenant as a result of the failure by
Tenant to comply with such requirements, or as a result of or in connection with the use to which
the Premises are put by Tenant, Tenant shall reimburse Landlord for such excess within thirty (30)
days after Landlord’s request therefor.




     8. Utilities and Services. (a) Subject to the provisions of Section 8(b) below,
Landlord shall furnish the Premises with electricity, heating and air conditioning for the normal
use and occupancy of the Premises as general offices only during “Work Hours”. “Work Hours” shall
mean the period from 8:00 a.m. to 6:00 p.m. on Monday through Friday, excluding “Building
Holidays”. Building Holidays are defined as New Year’s Day, Martin Luther King Day, President’s
Day, Memorial Day, the Monday preceding or Friday following Independence Day if Independence Day
falls on a Tuesday or Thursday respectively, Independence Day, Labor Day, Columbus Day, Veteran’s
Day, Thanksgiving and the day following, Christmas Eve day, Christmas, and New Year’s Eve day.
Tenant may have access to and use the Premises other than during Work Hours, 24 hours per day, 7
days per week, provided Tenant complies with Landlord’s reasonable security procedures with respect
to such access and use.



          (b) Tenant agrees to pay as Additional Rent all charges for electricity, light, heat or other
utility used by Tenant at the Premises in accordance with separate submeters which are currently
installed at the Premises. Tenant shall pay Landlord for the consumption of such utilities based
upon its submetered usage within ten (10) days after receipt of an invoice therefor, at the




11









 







General Services (GS) electric rate of the utility company providing the electricity to the
Premises, with no profit to Landlord. Any non-payment or late payment of such utility bills shall
be deemed a default under the terms of this Lease. All charges for the repair of any submeters
servicing the Premises shall be payable by Tenant as Additional Rent and shall be paid when the
same shall become due. A separate electric meter or meters directly with the utility company may
be installed by Landlord, at Tenant’s cost and expense, only if installing such separate direct
meter or meters to measure Tenant’s electric consumption in the Premises is possible. If such
direct meters are installed, Tenant shall arrange with the public utility companies servicing the
Property for the provision of electricity and shall pay all charges therefor directly to the
utility company. Thereafter, Landlord shall have no obligation to furnish electricity to the
Premises served by such electric meter(s).




          (c) Within the Common Areas (as hereinafter defined in Section 10), Landlord shall furnish
reasonably: (i) adequate electricity, (ii) hot and cold water, (iii) lavatory supplies, (iv)
automatically operated elevator service, (v) normal and customary cleaning services (on a five-day
a week basis) after business hours (for the 828 Building only), (vi) heat and air conditioning in
season, (vii) landscaping, (viii) parking lot maintenance, (ix) common area maintenance and (x)
snow and ice removal. Tenant shall be responsible for Tenant’s Share of the cost of such services
in accordance with Section 5 hereof. Tenant shall provide, at Tenant’s cost and expense, daily
janitorial service to the 826 Building and the remainder of the Premises.




          (d) Landlord shall not be liable for any damages to Tenant resulting from the quality,
quantity, failure, unavailability or disruption of any services beyond the reasonable control of
Landlord and except as hereinafter provided, the same shall not constitute a termination of this
Lease or an actual or constructive eviction or entitle Tenant to an abatement of rent. Landlord
shall not be responsible for providing any services not specifically provided for in this Lease.
Landlord reserves the right to suspend any of the services agreed to be supplied by Landlord
hereunder when necessary by reason of accident or for repairs, alterations, replacements or
improvements necessary or desirable in the judgment of Landlord for as long as shall be required by
reason thereof, and Landlord shall not be liable to Tenant and Tenant shall not be entitled to any
abatement or reduction of rent by reason thereof, provided that Landlord shall use commercially
reasonable efforts to minimize the length of such suspension and provided that Landlord will use
commercially reasonably efforts to minimize any disruption of or interference with Tenant’s
possession. Notwithstanding anything herein to the contrary, if by reason of the failure or
interruption in any building service or utility within Landlord’s reasonable control, the Premises
are rendered untenantable in whole or in part for a period of seven (7) consecutive days or longer,
and the failure or interruption shall not be the result of Tenant’s fault or neglect, then Tenant
may terminate this Lease upon ten (10) days’ prior written notice to Landlord, which notice may be
sent at any time subsequent to the aforesaid seven (7) consecutive day period and prior to the
restoration of the interrupted services.




     9. Permitted Uses. Tenant may use the Premises only for the uses set forth in Section
1(f) above. Notwithstanding the foregoing, Tenant shall not use or permit the Premises to be used
for any unlawful purpose or in violation of any certificate of occupancy covering the Property or
which may constitute a public or private nuisance or make voidable any insurance in force relating
to the Property or which may interfere with the use and occupancy of the Buildings by other
tenants; provided, however, Tenant may continue the use subject to contesting any alleged violation



12









 







or charge, provided that such contest and/or continued use shall not result in any liens,
fines or penalties against the Property. Tenant shall indemnify and hold harmless Landlord and
Landlord’s managing agent from and against all liability, claims or costs, including reasonable
legal fees, arising from Tenant’s contest of such use.



     10. Common Areas; Parking. (a) Tenant shall have the non-exclusive right, in common
with others, to use any common entrances, lobbies, drives, elevators, stairs, and similar access
and serviceways in and adjacent to the Buildings (hereinbefore and hereinafter sometimes referred
to as “Common Areas”), subject to such reasonable rules and regulations as the Landlord may adopt.



          (b) Tenant and its employees and invitees shall have the right, in common with Landlord and
other tenants of the Property and their employees and invitees, to use the parking areas provided
by Landlord on the Property for the parking of passenger automobiles. Without limiting the
foregoing, Landlord represents to Tenant that there currently is sufficient parking at the Property
to provide Tenant with a minimum of four (4) parking spaces at the Property per 1,000 square feet
of rentable area contained within the Premises (the “Parking Ratio”). Landlord agrees that
Landlord will not reduce the Parking Ratio unless within ten (10) days of such reduction,
substitute parking is made available to Tenant on the Property. Tenant agrees that use of the
parking areas by Tenant, its employees, customers or invitees shall not exceed the Parking Ratio.
Tenant’s parking shall be limited to vehicles no larger than standard sized automobiles or light
pickup vehicles. Landlord and Tenant shall mutually agree on the location of fifteen (15) parking
spaces which shall serve as reserved spaces for use by Tenant and Tenant’s visitors and which shall
be counted in the Parking Ratio. The use of such reserved parking spaces is personal to the Tenant
named herein and shall not be available to any assignee or subtenant of Landlord (other than an
assignee or subtenant pursuant to a “Permitted Assignment or Sublease” (as hereinafter defined in
Section 18(a) hereinbelow)), but Tenant’s Parking Ratio shall in no event be reduced, and in the
event of any assignment or sublease hereof (other than a Permitted Assignment or Sublease) which
results in a loss of reserved parking spaces, the number of unreserved parking spaces shall be
increased accordingly so that Tenant’s Parking Ratio shall not be diminished. Tenant shall not
cause large trucks or other large vehicles to be parked within the parking areas, except that
temporary parking of larger delivery vehicles may be permitted in the area designated therefor by
Landlord. Vehicles shall be parked only in striped parking spaces and not in driveways, access
roads, loading areas or other locations not specifically designated for parking. Landlord shall
have the right to assign parking spaces for the exclusive use of other tenants of the Property
and/or Landlord and their employees and invitees, and Tenant and its employees and invitees shall
not park their vehicles in parking spaces allocated to others by Landlord. Landlord shall not be
required to keep parking spaces clear of unauthorized vehicles or to otherwise supervise the use of
the parking areas. Landlord shall not be responsible for any damage to or theft of any vehicles in
the parking areas. Landlord may issue parking permits, install a gate system or impose any other
system as Landlord deems necessary for the use of the parking areas; provided, however, that upon
notice from Tenant regarding suspected unauthorized use of the parking areas, Landlord shall use
reasonable efforts to cause unauthorized vehicles to be removed. Landlord reserves the right from
time to time to make any alterations or repairs that it deems necessary to the parking areas, roads
or driveways, and to temporarily revoke or temporarily modify the parking rights granted to Tenant
for such repairs or maintenance for as short a time period as reasonably practicable, without any
abatement or reduction of rent by reason thereof; provided, however, that Landlord shall give





13









 







Tenant as much advance notice as is reasonably practical under the circumstances (in no event
less than seven (7) days, except in the instance of a bona fide emergency) in anticipation of
repairs or improvements to the parking areas, and all such projects (if any) shall be undertaken in
a manner designed to be as least disruptive to Tenant as is reasonably practical under the
circumstances. Landlord may require Tenant to furnish it with the automobile license numbers
assigned to vehicles of Tenant and its employees and invitees and to notify Landlord of any changes
thereof. Landlord may limit parking in the front yard of the Property to visitors.




     11. No Representations. Tenant acknowledges that Landlord has not made any
representation with respect to any matter or thing affecting or related to the Premises, other than
expressly provided herein.



     12. Compliance with Law. (a) As of the Commencement Date, Landlord represents to the
best of its knowledge that the Property is in compliance with all laws, orders and regulations of
any governmental authority and that Landlord has obtained all required certificates of occupancy
applicable to the Premises. If the Property is not in compliance with such laws, orders and
regulations as of the Commencement Date, Landlord, at its sole cost and expense, shall be
responsible for bringing the Property into compliance with all such laws, orders and regulations
unless Tenant is obligated to comply with all such laws, orders and regulations under the terms of
the Prior Lease, or unless Tenant has caused the Property not to be in compliance with such laws,
orders and regulations.



          (b) From and after the Commencement Date, Tenant shall take all necessary action to conform to
and comply with all laws, orders and regulations of any governmental authority or Landlord’s or
Tenant’s insurers, or any Landlord’s Mortgagee, now or hereafter applicable to the Premises or
Tenant’s use or occupancy, including the Americans with Disability Act of 1990 (as amended) and the
Federal Occupational Safety and Health Act of 1970 (as amended), except that Tenant shall not be
required to perform any structural repairs or alterations to the Premises unless such structural
repairs or alterations are required (i) as a result of Tenant’s particular manner of use of the
Premises (as distinguished from office uses generally), or (ii) as a result of Alterations (as
hereinafter defined) performed by Tenant to the Premises. Tenant shall obtain all permits and
certificates of occupancy necessary for Tenant’s occupancy or use of the Premises. Landlord
represents that the present certificate of occupancy applicable to the Premises permits general
office use.




          (c) Tenant shall not cause or permit the release, discharge, or disposal nor the presence,
use, transportation, generation, or storage of any Hazardous Materials (as hereinafter defined) in,
on, under, about, to, or from the Premises by either Tenant, Tenant’s employees, agents,
contractors, or invitees (for this Section 12 only, all of the foregoing shall be collectively
referred to as “Tenant”) other than the use of such materials in de minimus quantities reasonably
necessitated by the Tenant’s regular business activities.




          (d) Tenant further agrees and covenants to Landlord, its agents, employees, affiliates and
shareholders (for this Section 12 only, all of the foregoing shall be collectively referred to as
“Landlord”) the following:




14









 








               (1) To comply with all Environmental Laws (as hereinafter defined) in effect, or which may
come into effect, applicable to the Tenant or Tenant’s use and occupancy of the Premises;



               (2) To immediately notify Landlord, in writing, of any existing, pending or threatened (a)
investigation, inquiry, claim or action by any governmental authority in connection with any
Environmental Laws; (b) third party claims; (c) regulatory actions; and/or (d) contamination of the
Premises;



               (3) Tenant shall, at Tenant’s expense, investigate, monitor, remediate, and/or clean up any
Hazardous Materials or other environmental condition on, about, or under the Premises arising from
the acts or omissions of Tenant in connection with Tenant’s use or occupancy or its operation of
the Premises.



               (4) To keep the Premises free of any lien imposed pursuant to any Environmental Laws; and



               (5) To indemnify, defend, and save Landlord harmless from and against any and all claims
(including personal injury, real, or personal property damage), actions, judgments, damages,
penalties, fines, costs, liabilities, interest, or attorney’s fees that arise, directly or
indirectly, from Tenant’s violation of any Environmental Laws or the presence of any Hazardous
Materials on, under or about the Premises arising from the acts or omissions of Tenant in
connection with Tenant’s use or occupancy or its operation of the Premises.



          (e) Tenant’s obligations, responsibilities, and liabilities under this Section 12 shall
survive the expiration of this Lease.




          (f) Landlord shall indemnify, defend, and save Tenant harmless from and against any and all
claims (including personal injury, real, or personal property damage), actions, judgments, damages,
penalties, fines, costs, liabilities, interest, or attorney’s fees that arise, directly or
indirectly from the violation by Landlord or a third party (other than Tenant’s agents, employees
contractors, licensees or invitees) of any Environmental Laws or the presence of any Hazardous
Materials on, under or about the Premises arising from the acts or omissions of Landlord or a third
party (other than Tenant’s agents, employees contractors, licensees or invitees).




          (g) For purposes of this Section 12 the following definitions apply: “Hazardous Materials”
shall mean (1) any “hazardous waste” and/or “hazardous substance” defined pursuant to any
Environmental Laws; (2) asbestos or any substance containing asbestos; (3) polychlorinated
biphenyls; (4) lead; (5) radon; (6) pesticides; (7) petroleum or any other substance containing
hydrocarbons; (8) any substance which, when on the Premises, is prohibited by any Environmental
Laws; and (9) any other substance, material, or waste which (i) by any Environmental Laws requires
special handling or notification of any governmental authority in its collection, storage,
treatment, or disposal or (ii) is defined or classified as hazardous, dangerous or toxic pursuant
to any legal requirement.




     “Environmental Laws” shall mean: any and all federal, state and local laws, statutes, codes,
ordinances, regulations, rules or other requirements, relating to human health or safety or to the



15









 







environment, including, but not limited to, those applicable to the storage, treatment,
disposal, handling and release of any Hazardous Materials, all as amended or modified from time to
time.



     13. Care and Repair of Premises; No Waste. (a) Tenant shall, throughout the Term and
at Tenant’s sole cost and expense, make all interior repairs to the Premises which Landlord is not
obligated to make pursuant to the provisions of this Lease and shall keep and maintain the Premises
in a neat and orderly condition; and, upon expiration of the Term, subject to Section 14(b)
hereinbelow, Tenant shall leave the Premises in the same condition that exists on the Commencement
Date, ordinary wear and tear, damage by fire or other casualty alone excepted, and for that purpose
and except as stated, Tenant will make all necessary repairs and replacements. Tenant shall not
permit any waste, damage or injury to the Premises. Tenant shall not use or permit the use of any
portion of the Common Areas for other than their intended use as reasonably specified by the
Landlord from time to time.



          (b) Landlord shall, throughout the Term, make all necessary repairs to the structural elements
of the Premises and other improvements located on the Property; provided, however, that Landlord
shall have no responsibility to make any repairs unless and until Landlord receives written notice
of the need for such repair. Landlord shall keep and maintain all Common Areas of the Property and
any sidewalks, parking areas, curbs and access ways adjoining the Property in a clean and orderly
condition, free of accumulation of dirt and rubbish and shall keep and maintain all landscaped
areas within the Property in a neat and orderly condition. Landlord’s expenses pursuant to this
Section 13(b) shall be subject to reimbursement by Tenant under Section 5 hereof, subject, however
to the limitations thereof.




          (c) Notwithstanding the foregoing, repairs and replacements to the Premises and the Property
arising out of or caused by Tenant’s use, manner of use or occupancy of the Premises, by Tenant’s
installation of alterations, additions, improvements, trade fixtures or equipment in or upon the
Premises or by any act or omission of Tenant or any employee, agent, contractor or invitee of
Tenant shall be made at Tenant’s sole cost and expense and Tenant shall pay Landlord the cost of
any such repair or replacement, as Additional Rent, within thirty (30) days of Landlord’s demand.




     14. Alterations, Additions and Improvements. (a) Tenant shall not make any
alterations, additions or improvements to the Premises (“Alterations”) without Landlord’s prior
written consent. Landlord shall not unreasonably withhold, delay or condition its consent to
non-structural Alterations, provided that Tenant may make any non-structural Alterations which do
not exceed $50,000 in cost without Landlord’s consent. Prior to making any Alterations, Tenant
shall submit to Landlord detailed plans and specifications for Alterations and reimburse Landlord
for all reasonable expenses incurred by Landlord in connection with its review thereof, and Tenant
shall also provide to Landlord for its approval the identity of the contractor Tenant proposes to
employ to construct the Alterations. All Alterations shall be accomplished in accordance with the
following conditions:



               (1) Tenant shall procure all governmental permits and authorizations for the Alterations, and
obtain and provide to Landlord an official certificate of occupancy upon completion of the
Alterations, if appropriate.



16









 





               (2) Tenant shall arrange for extension of the liability insurance provided for in Section 7 to
apply to the construction of the Alterations.



               (3) The employment of any employee, contractor or laborer in or about the Premises in
connection with the Alterations, or Tenant’s moving of furniture and equipment in or out of the
Premises or otherwise, shall not materially interfere or cause any conflict with any employee,
contractor or laborer of Landlord or union representing any of them engaged in the construction,
operation, maintenance or repair of the Property. In the event of such interference, upon demand
of Landlord, Tenant will cause such employee, contractor or laborer to leave the Property
immediately.



               (4) The work with respect to the Alterations shall be done in a neat, clean and quiet manner,
and shall not unreasonably interfere with the use and occupancy of the Buildings by other tenants.



               (5) Tenant shall construct the Alterations in a good and workmanlike manner utilizing
materials of first quality and in compliance with all laws and governmental regulations.



               (6) Upon completion of the Alterations, Tenant shall provide Landlord with a final
construction lien waiver from any and all of Tenant’s contractors, subcontractors or
sub-subcontractors, suppliers of materials and all other persons or entities acting for, through or
under any of the foregoing. Such final construction lien waivers shall be accompanied by a copy of
the canceled check for final payment.



               (7) Within twenty (20) days after completion of the Alterations, Tenant shall provide Landlord
with “as built” plans of the Alterations.



          (b) All Alterations shall be the property of Landlord and shall remain on and be surrendered
with the Premises upon termination of the Lease, unless Landlord shall notify Tenant at the time
Landlord approves the applicable Alterations, or if no approval is required, at the time Tenant
notifies Landlord of the applicable Alterations, that it desires that such Alterations be removed
at the expiration of the Lease, in which event Tenant agrees to remove such Alterations on or prior
to the Expiration Date, restore the Premises to its existing condition prior to construction of the
Alterations and repair any damage to the Premises or the Building caused by such removal.
Notwithstanding the foregoing, Landlord hereby agrees that Tenant shall not be required to remove
any Alterations existing on the Premises as of the Commencement Date. Anything in this Lease
contained to the contrary notwithstanding, Tenant shall not be required to remove any Alterations
performed by Tenant after the Commencement Date provided that such Alterations are of the kind
typically made in connection with general office use.




     15. Covenant Against Liens. Tenant shall not have any right to subject the Landlord’s
interest in the Property to any mechanics or construction lien or any other lien whatsoever. If
any mechanic’s or construction lien or other lien, charge or order for payment of money shall be
filed as a result of the act or omission of Tenant, Tenant shall cause such lien, charge or order
to be discharged or appropriately bonded within thirty (30) days after notice from Landlord
thereof, and



17









 







Tenant shall indemnify and save Landlord harmless from all liabilities and costs resulting
therefrom.



     16. Indemnification. (a) Tenant shall indemnify and hold harmless Landlord and
Landlord’s managing agent from and against all liability, claims or costs, including reasonable
legal fees, arising from (i) any breach of this Lease by Tenant; (ii) any injury to person or
damage to property occurring on or about the Premises not caused by Landlord’s gross negligence or
willful misconduct; (iii) any injury to person or damage to property occurring on the Property
resulting from any negligence or misconduct of Tenant or any of its employees or agents. Tenant
shall defend Landlord against any such liability, claim or cost with counsel reasonably acceptable
to Landlord or, at Landlord’s election, Tenant shall reimburse Landlord for reasonable legal fees
and costs incurred by Landlord by employment of its own counsel. The obligation of Tenant under
this Section 16 shall survive expiration or earlier termination of the Term .



          (b) Landlord shall indemnify and hold harmless Tenant from and against all liability, claims
or costs, including reasonable legal fees, arising from (i) any breach of this Lease by Landlord;
and (ii) any injury to person or damage to property occurring on or about the Premises caused by
Landlord’s gross negligence or willful misconduct. Landlord shall defend Tenant against any such
liability, claim or cost with counsel reasonably acceptable to Tenant or, at Tenant’s election,
Landlord shall reimburse Tenant for reasonable legal fees and costs incurred by Tenant by
employment of its own counsel. The obligation of Landlord under this Section 16 shall survive
expiration or earlier termination of the Term.




     17. Landlord Not Liable. Landlord shall not be liable for any injury or damage to the
person, business, equipment, merchandise or other property of Tenant or any of Tenant’s employees,
invitees or customers or any other person on or about the Property, resulting from any cause
whatsoever (other than Landlord’s gross negligence or willful misconduct), including, but not
limited to: (i) fire, steam, electricity, water, gas or rain; (ii) leakage, obstruction or other
defects of pipes, sprinklers, wires, plumbing, air conditioning, boilers or lighting fixtures; or
(iii) any act or omission, negligent or otherwise, of any other tenant of the Property.



     18. Assignment and Subletting. (a) Except as otherwise provided in this paragraph,
Tenant shall not assign or encumber Tenant’s interest in this Lease, or sublet any portion of the
Premises, or grant concessions or licenses with respect to the Premises, without Landlord’s prior
written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The
sale of all or substantially all of the stock and/or assets of Tenant shall not be deemed to be an
assignment requiring Landlord’s consent, provided that after such sale, Tenant shall have a net
worth equal to that of Tenant on the date hereof. However, Tenant may assign this Lease or sublet
the Premises, without Landlord’s consent (the “Permitted Assignment or Sublease”), to any
corporation which controls, is controlled by or is under common control with Tenant, or to any
corporation resulting from the merger of or consolidation with Tenant, provided such assignee shall
assume all of Tenant’s obligations under this Lease, and such assignee or sublessee shall then have
a net worth at least equal to that of Tenant on the date hereof.



          (b) If Tenant desires to assign this Lease or sublet all or any portion of the Premises,
Tenant shall submit to Landlord a written request for Landlord’s approval thereof, setting forth
the name, principal business address, and nature of business of the proposed assignee or




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sublessee; the financial, banking and other credit information relating to the proposed
assignee or sublessee; and the details of the proposed assignment or subletting, including a copy
of the proposed assignment or sublease instrument and plans for any Alterations required for the
proposed assignee or sublessee. Tenant shall also furnish any other information reasonably
requested by Landlord. Landlord shall have the option (i) to withhold its consent; (ii) to grant
consent; or (iii) in the event of a proposed assignment of this Lease or sublease of a substantial
portion of the Premises, to terminate this Lease as of the effective date of such proposed
assignment or sublease. In the event of a proposed sublease of less than a substantial portion of
the Premises, Landlord shall have the right to terminate this Lease with respect to the portion of
the Premises to be sublet, and this Lease shall continue with respect to the remaining portion of
the Premises. Landlord may enter into a direct lease with the proposed assignee or sublessee, if
Landlord so elects. Landlord’s acceptance of rent from a proposed assignee or sublessee shall not
be construed to constitute its consent to an attempted assignment or subletting. As used in this
Section 18(b), a portion of the Premises shall be deemed “substantial” if such portion is 75% or
more of (i) the 826 Space, or (ii) the 828 Space; or (iii) both the 826 Space and the 828 Space.




          (c) In the event of a permitted assignment or subletting, Tenant shall remit to Landlord as
additional rent each month during the remainder of the Term any rent or other sums received by
Tenant from its assignee or sublessee in excess of the Annual Rent and other charges paid by Tenant
allocable to the Premises or portion thereof sublet, as the case may be.




          (d) No assignment or subletting hereunder, whether or not with Landlord’s consent, shall
release Tenant from any obligations under this Lease, and Tenant shall continue to be primarily
liable hereunder. If Tenant’s assignee or sublessee defaults under this Lease, Landlord may
proceed directly against Tenant without pursuing its remedies against the assignee or sublessee.
Consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment
or subletting. Landlord may consent to subsequent assignments or modifications of this Lease or
sublettings without notice to Tenant and Tenant shall not be relieved of liability under this
Lease.




          (e) Tenant shall pay to Landlord within thirty (30) days of Landlord’s demand all costs,
including reasonable legal fees, which Landlord shall incur in reviewing any proposed assignment or
subletting.




          (f) Notwithstanding anything to the contrary contained herein, under no circumstances may
Tenant assign this Lease or sublet all or any portion of the Premises to any then existing tenant
of the Buildings, and under no circumstances shall Landlord be required to consent to any such
assignment or subletting.




     19. Landlord’s Access. Landlord and its representatives may enter the Premises at all
reasonable times by providing Tenant with 24 hours advance notice (or at any time without notice in
the event of emergency) for the purpose of inspecting the Premises, or making any necessary
repairs, or to show the Premises to prospective purchasers, investors, encumbrancers, tenants or
other parties, or for any other purpose Landlord deems necessary. During the final six (6) months
of the Term, Landlord may place customary “For Sale” or “For Lease” signs on the Premises.
Landlord acknowledges that Tenant has special needs for its security and for the privacy of its



19









 







patients and Landlord agrees that Landlord will use commercially reasonable efforts during
Landlord’s access of the Premises to respect Tenant’s security needs and the privacy of its
patients.



     20. Signs. Landlord and Tenant agree that the signs and tenant directory listings
that are in place on the Commencement Date shall remain as and where installed. If, after the
Commencement Date, Tenant wishes to change such signs. the design, size and location of such signs
shall be subject to Landlord’s reasonable approval. Tenant shall remove its signs upon expiration
or earlier termination of the Term, and shall repair any damage caused by installation or removal
of its signs. If Landlord provides a tenant directory within the Buildings, Tenant shall be
entitled to one listing in each Building’s tenant directory. The cost of such listing shall be
paid by Tenant.



     21. Casualty. If a Building is damaged by fire or other casualty, and the damaged
Building can be fully repaired within six (6) months after such casualty occurred, this Lease shall
remain in effect and Landlord shall repair the damage as soon as reasonably possible, subject to
delays beyond Landlord’s control; provided, however, that if Landlord shall not have substantially
completed restoration such that lawful possession may be restored to Tenant within nine (9) months
next following the date the casualty occurred, then in that event, Tenant shall have the right to
terminate this Lease upon written notice to Landlord; provided, however that Landlord shall have
the right to avoid such termination by completing restoration and returning lawful possession to
Tenant within ten (10) days next following receipt of Tenant’s notice. If the damaged Building
cannot be fully repaired within six (6) months after the casualty occurred, Landlord or Tenant may
elect to terminate this Lease by providing the other party with written notice thereof within
forty-five (45) days after occurrence of such casualty. If neither Landlord nor Tenant terminate
this Lease, Landlord shall repair the damage as soon as reasonably possible, in which event this
Lease shall remain in full force and effect. In addition to the foregoing, if the damage to a
Building occurs during the last one (1) year of the Lease Term, either Landlord or Tenant may elect
to terminate this Lease as of the date the damage occurred. If this Lease is not terminated
following a casualty, rent shall abate from the date of the occurrence in the proportion that the
area of the portion of the Premises rendered unusable by such casualty bears to the entire area of
the Premises. The abatement shall continue until the portion of the Premises which shall have been
damaged shall be rebuilt or repaired. Tenant waives the protection of any law which grants a
tenant the right to terminate a lease in the event of the substantial destruction of a leased
property, and agrees that the provisions of this paragraph shall govern in the event of any
substantial destruction of the Premises.



     Landlord agrees that if Landlord shall exercise its right to terminate this Lease in
accordance with the foregoing provisions in any instance where one Building shall be damaged but
the other shall remain tenantable, then the foregoing provisions notwithstanding, Tenant shall have
at least one hundred and eighty (180) days within which to vacate the Buildings following
Landlord’s notice of termination in accordance with the foregoing provisions.



     22. Condemnation. If all or any portion of the Premises or the Buildings shall be
taken under the power of eminent domain (the “Condemnation”), this Lease shall terminate on the
date on which title to the Premises or portion thereof shall vest in the condemning authority. If
a portion of the Property shall be taken but the Premises shall not be affected, then Landlord may
at its option terminate this Lease by written notice to Tenant and the Term shall expire on the
date on which title is vested in the condemning authority. If the Parking Ratio is reduced as a
result of a



20









 







Condemnation, then Tenant may at its option terminate this Lease by written notice to Landlord
given within ten (10) days following the date Tenant receives notice of such Condemnation. If this
Lease shall remain in effect following a Condemnation which does not affect the Premises, Tenant’s
obligation to pay rent hereunder shall not be affected and Tenant shall not be entitled to any
abatement or reduction of rent. Landlord shall be entitled to receive the entire award in any
Condemnation proceeding relating to the Premises or Property, except that Tenant may assert a
separate claim against the condemning authority to an award for its moving expenses, for fixtures,
personal property installed by Tenant at its expense and for business damages. It is understood
that Tenant may seek an award from the condemning authority and not against Landlord for the value
of the unexpired Term of this Lease or any options granted under this Lease, provided such award
does not diminish any award to Landlord.



     23. Surrender of Premises. (a) Upon termination of the Lease, subject to Section
14(b) hereinabove, Tenant shall surrender the Premises to Landlord, broom clean, and in the same
condition that existed on the Commencement Date, except for ordinary wear and tear and damage by
casualty. Tenant shall remove its machinery, equipment and Alterations (if such Alterations are
required to be removed in accordance with the terms and provisions of Section 14(b) hereinabove),
and repair any damages to the Premises caused by such removal. Tenant shall not remove any power
wiring or power panels, lighting or lighting fixtures, wall coverings, blinds or other window
coverings, carpets or other floor coverings, or heaters or air conditioners. Tenant, at Tenant’s
option, may remove any Alterations from the Premises, whether such Alterations were made prior to
or after the Commencement Date, provided that Tenant shall repair any damage caused by such
removal. All property of Tenant remaining on the Premises after Tenant’s surrender of the Premises
shall be deemed abandoned and at Landlord’s election may either be retained by Landlord or may be
removed from the Premises at Tenant’s expense. Tenant shall deliver to Landlord all keys to the
Premises.



          (b) If during the last sixty (60) days of the Term, Tenant shall have removed all or
substantially all of Tenant’s property and all of its personnel from the Premises, Landlord may at
any time thereafter enter, alter, renovate and redecorate the Premises without any reduction or
abatement of the Tenant’s rent or incurring any liability for any compensation to Tenant or adverse
effect on this Lease or Tenant’s obligations hereunder. If Landlord commences alterations,
renovations or redecorations to the Premises, Tenant shall not thereafter occupy the Premises.




     24. Holdover. In the event Tenant remains in possession of the Premises after the
expiration of the term of this Lease (the “Holdover Period”), in addition to any damages to which
Landlord may be entitled or other remedies Landlord may have by law, Tenant shall pay to Landlord a
rental for the Holdover Period at the rate of (i) 150% of the Annual Rent payable during the last
lease year of the Term, plus (ii) all items of Additional Rent payable by Tenant during the last
lease year of the Term. Nothing herein contained shall be deemed to give Tenant any right to
remain in possession of the Premises after the expiration of the Term of this Lease.



     25. Events of Default; Remedies. (a) Tenant shall be in default upon the occurrence
of one or more of the following events (an “Event of Default”):



               (1) Tenant fails to pay rent or any other sum of money required to be paid by Tenant hereunder
within ten (10) days after written notice thereof to Tenant, provided that



21









 







Landlord shall not be obligated to provide Tenant with written notice of such failure to pay
more than twice in any twelve (12) month period;



               (2) Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease or
violates any covenant required to be observed by Tenant hereunder for a period of thirty (30) days
after written notice thereof from Landlord (provided that if more than thirty (30) days are
reasonably required to complete such performance, Tenant shall not be in default if Tenant promptly
commences such performance and thereafter diligently pursues its completion);



               (3) Tenant abandons the Premises without paying rent (provided however, if the Premises remain
vacant for more than sixty (60) days, notwithstanding that Tenant continues to pay rent then, at
any time after the expiration of the said sixty (60) day period, Landlord shall have the right, by
notice to Tenant to terminate this Lease upon a date specified in such notice which shall be not
less than thirty (30) nor more than sixty (60) days from the date of such notice); or



               (4) Tenant makes an assignment for the benefit of creditors, or a petition for adjudication of
bankruptcy or for reorganization is filed by or against Tenant and is not dismissed within thirty
(30) days, or a receiver or trustee is appointed for a substantial part of Tenant’s property and
such appointment is not vacated within thirty (30) days.



          (b) On the occurrence of an Event of Default beyond any applicable notice and cure period set
forth herein, Landlord may, at any time thereafter, without notice or demand, and without limiting
any other right or remedy Landlord may have:




               (1) Terminate this Lease and Tenant’s right to possession of the Premises by any lawful means,
in which event Tenant shall immediately surrender possession of the Premises to Landlord. At its
option, Landlord may occupy the Premises or cause the Premises to be redecorated, altered, divided,
consolidated with other adjoining property, or otherwise prepared for reletting, and may relet the
Premises or any part thereof for a term or terms to expire prior to, at the same time or subsequent
to the original Expiration Date, and receive the rent therefor, applying the sums received first to
the payment of such expenses as Landlord may have incurred in connection with the recovery of
possession, preparing for reletting and the reletting itself, including brokerage and attorneys’
fees, and then to the payment of damages in amounts equal to the rent hereunder and to the cost and
expense of performance of the other covenants of Tenant under this Lease. Tenant agrees to pay to
Landlord damages equal to the rent and other sums payable by Tenant under this Lease, reduced by
the net proceeds of the reletting, if any, as ascertained from time to time. In reletting the
Premises, Landlord may grant rent concessions, and Tenant shall not be entitled to any credit
therefor. Tenant shall not be entitled to any surplus resulting from any reletting. Tenant
expressly agrees that Landlord shall not be obligated to rerent the Premises or take any other
action to mitigate its damages in the event Tenant is in default under this Lease. Notwithstanding
the foregoing, Landlord shall use commercially reasonable efforts to mitigate its damages after an
Event of Default has occurred. In so doing, however, Landlord shall not be required to undertake
any actions inconsistent with its then current leasing practices, nor shall Landlord be obligated
to lease the Premises prior to any other space or property which Landlord or its affiliates have
available for rent or sale.



22









 





               (2) Permit Tenant to remain in possession of the Premises, in which event this Lease shall
continue in effect. Landlord shall be entitled to enforce all of Landlord’s rights and remedies
under this Lease, including the right to receive the rent as it becomes due under this Lease.



               (3) Pursue any other remedy now or hereafter available under the laws of the jurisdiction in
which the Premises is located.



          (c) The remedies available to Landlord herein specified are not intended to be exclusive and
prevent Landlord from exercising any other remedy or means of redress to which Landlord may be
lawfully entitled. In addition to other remedies provided in this Lease, Landlord shall be
entitled to restraint by injunction of any violation or threatened violation by Tenant of any of
the provisions of this Lease. Landlord’s exercise of any right or remedy shall not prevent
Landlord from exercising any other right or remedy.




          (d) To the extent permitted by law, Tenant, for itself and any person claiming through or
under Tenant, waives any equity or right of redemption provided by any law.




          (e) Tenant agrees to pay as Additional Rent all reasonable attorneys’ fees and other expenses
incurred by Landlord in the enforcement of any of the obligations or agreements of Tenant under
this Lease.




          (f) If this Lease shall terminate by reason of the occurrence of any default of Tenant or any
contingency mentioned in this Section 25, Landlord shall at its option and election be entitled,
notwithstanding any other provision of this Lease, or any present or future law, to recover from
Tenant or Tenant’s estate (in lieu of all claims against Tenant relating to unpaid Annual Rent or
additional rent), as damages for loss of the bargain and not as a penalty, a lump sum which at the
time of such termination of this Lease equals the then present worth of the Annual Rent and all
other charges payable by Tenant hereunder that were unpaid or would have accrued for the balance of
the Term, less the fair and reasonable rental value of the Premises for the balance of such Term,
such lump sum being discounted to the date of termination at the rate of six (6%) percent per
annum, unless any statute or rule of law governing the proceeding in which such damages are to be
proved shall limit the amount of such claim capable of being so proved, in which case Landlord
shall be entitled to prove as and for liquidated damages by reason of such breach and termination
of this Lease, the maximum amount which may be allowed by or under any such statute or rule of law.
If the Premises or any part thereof shall be re-let by the Landlord for a period including the
unexpired Term of this Lease or any part thereof, before the presentation of proof of such
liquidated damages to any court, commission, or tribunal, the amount of rent reserved on such
re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of
the Premises so re-let during the Term of the re-letting. Nothing herein contained shall limit or
prejudice Landlord’s right to prove and obtain as liquidated damages arising out of such breach or
termination the maximum amount to be allowed by or under any such statute or rule of law which may
govern the proceedings in which such damages are to be proved whether or not such amount be
greater, equal to, or less than the amount of the excess of the Annual Rent over the rental value
referred to above.




23









 








          (g) IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT (A) THEY HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST
THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE
RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OF OCCUPANCY OF THE PREMISES OR CLAIM OF INJURY
OR DAMAGE, AND (B) IN ANY ACTION BETWEEN LANDLORD AND TENANT, THE REASONABLE LEGAL FEES OF
THE PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY TO THE ACTION.




     26. Service Fee; Interest. (a) Tenant’s failure to pay Annual Rent, Additional Rent
or make other payments required under this Lease promptly may cause Landlord to incur unanticipated
costs, which are impractical to ascertain. Therefore, if Landlord does not receive any payment of
Annual Rent, Additional Rent or other sums due from Tenant to Landlord within five (5) days after
written notice to Tenant, Tenant shall pay Landlord a service fee equal to four (4%) percent of the
overdue amount (the “Service Fee”).



          (b) Any amount owed by Tenant to Landlord which is not paid when due shall bear interest at
the rate of eleven (11%) percent per annum (“Default Interest”) from the due date of such amount.
The payment of Default Interest on such amounts shall not extend the due date of any amount owed.
If the interest rate specified in this Lease shall exceed the rate permitted by law, the Default
Interest shall be deemed to be the maximum legal interest rate permitted by law.




     27. Landlord’s Right to Cure Tenant’s Default. If Tenant fails to make any payment or
perform any act on its part to be made or performed, then Landlord, without waiving or releasing
Tenant from such obligation, may make such payment or perform such act on Tenant’s part, and the
costs incurred by Landlord in connection with such payment or performance, together with any
Service Fee and Default Interest thereon, shall be paid by Tenant to Landlord on demand as
Additional Rent.



     28. Notice of Landlord’s Default. (a) Tenant shall give written notice of any failure
by Landlord to perform any of its obligations under this Lease. Landlord shall not be in default
under this Lease unless Landlord fails to cure such non-performance within thirty (30) days after
receipt of Tenant’s notice. If more than thirty (30) days are required to cure such
non-performance, Landlord shall not be in default if such cure is commenced within such thirty (30)
day period and thereafter diligently pursued to completion.



          (b) In the event of any act or omission by the Landlord which would give the Tenant the right
to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such
right until (i) it has given written notice of such act or omission to Landlord’s Mortgagee whose
name and address shall have previously been furnished to Tenant, by delivering such notice to the
address so furnished at the same time Tenant gives notice to Landlord pursuant to Section 28(a),
and (ii) Landlord’s act or omission is not remedied by Landlord’s Mortgagee within the time frames
set forth in Section 28(a).




     29. Landlord’s Liability Limited. There shall be no personal liability of the
Landlord or any member, partner, stockholder, officer, director or other principal of Landlord in
connection



24









 







with this Lease. Tenant agrees to look solely to the interest of Landlord in the Property for
the collection of any judgment or other judicial process requiring the payment of money by Landlord
in the event of any default or breach by Landlord with respect to this Lease or in any way relating
to the Property. For purposes hereof, the “interest of Landlord in the Property” includes all rent
received by Landlord and the net proceeds received by Landlord from the sale or other disposition
of all or any part of Landlord’s title or interest in the Property or Buildings (but prior to the
distribution of the same to any partners, members or shareholders of Landlord or any third party).
No other assets of Landlord or any principal of Landlord shall be subject to levy, execution or
other procedures for the satisfaction of Tenant’s remedies.



     30. Subordination; Attornment. (a) This Lease is subject and subordinate to any
ground lease or mortgage which may now or hereafter encumber the Property, and any renewals,
modifications, consolidations, replacements or extensions of such ground lease or mortgage,
provided, however, that with respect to any such ground lease or mortgage, such subordination shall
be conditioned upon Landlord obtaining from the lessor under any such ground lease, or the holder
of any such mortgage, as the case may be, a non-disturbance agreement providing that so long as
Tenant is not in default under this Lease beyond any applicable notice and cure period, Tenant’s
right to possession of the Premises shall not be disturbed by such lessor or holder. Within sixty
(60) days from the date hereof, Landlord shall obtain from each existing Landlord’s Mortgagee a
subordination, non-disturbance and attornment agreement (“SNDA”) which is acceptable to Landlord,
Tenant and the Existing Landlord’s Mortgagee. If such SNDA is not received by Tenant within such
sixty (60) day period, Tenant shall have the option to terminate this Lease by giving Landlord
written notice thereof within ten (10) days of the expiration of such sixty (60) day period, time
being of the essence, in which case the Prior Lease shall be reinstated in full force and effect as
if such Prior Lease was not terminated and the parties shall have no further obligations hereunder.
If Tenant fails to exercise the aforesaid option within such ten (10) day period, Tenant shall be
deemed to have waived such option. If the SNDA is delivered to Tenant prior to the exercise of
such option, such option shall be null and void and of no further force or effect.



          (b) If Landlord’s interest in the Property is acquired by any ground lessor, mortgagee, or
purchaser at a foreclosure sale, Tenant shall attorn to the transferee of or successor to
Landlord’s interest in the Property and recognize such transferee or successor as landlord under
this Lease. Such transferee or successor shall not be liable for any act or omission of any prior
landlord; or be subject to any offsets or defenses which Tenant might have against any prior
landlord; or be bound by any rent which Tenant might have paid for more than the current month to
any prior landlord; or be liable for any security deposit under this Lease unless actually
transferred to such transferee or successor.




          (c) The foregoing provisions shall be self-operative with respect to any future mortgage and
no further instrument or act on the part of Tenant shall be necessary to effect the same. Tenant
shall nevertheless sign and deliver an SNDA on a reasonable form agreeable to Landlord, Tenant and
Landlord’s Mortgagee, to evidence the subordination, non-disturbance, attornment agreement above
provided within ten (10) days after Landlord’s request therefor. Tenant further agrees to execute
and deliver within ten (10) days after Landlord’s request therefor, any other documents reasonably
required by Landlord’s Mortgagee in connection with the




25









 







financing or refinancing of the Property provided such other documents do not otherwise
increase any of Tenant’s obligations hereunder or diminish any of Tenant’s rights hereunder.




     31. Tenant’s Estoppel. Upon Landlord’s request, Tenant shall execute, acknowledge and
deliver to Landlord a written statement certifying: (i) the Commencement Date; (ii) the date the
Term expires; (iii) that this Lease is in full force and effect (if such is the case) and
unmodified (or if modified, stating the modifications); (iv) the last date of payment of the Annual
Rent, Additional Rent and other charges and the time period covered by each payment; (v) that
Landlord is not in default under this Lease (or, if Landlord is claimed to be in default, stating
the nature of the default); and (vi) such other matters as may be reasonably required by Landlord
or any Landlord’s Mortgagee provided any such other matters do not otherwise increase Tenant’s
obligations hereunder or diminish Tenant’s rights hereunder. Tenant shall deliver such statement
to Landlord within ten (10) days after Landlord’s request. Any such statement may be given to and
relied upon by any prospective purchaser or encumbrancer of the Property.



     32. Quiet Enjoyment. (a) Landlord covenants that as long as no Event of Default
exists, Tenant shall peaceably and quietly have, hold and enjoy the Premises for the term provided
by this Lease, subject to the provisions of this Lease, and to any mortgage or other agreement to
which this Lease is subordinate.



          (b) Landlord reserves to itself such access and utility easements over, under and across the
Premises as may be required by Landlord from time to time in connection with the ownership, use or
operation of the Property and/or any other property of Landlord or any affiliated party of
Landlord. No such easement shall materially interfere with Tenant’s use of the Premises or the
Property.




     33. Security Deposit. Upon execution of this Lease, Landlord shall return to Tenant
the security deposit in the amount of $55,000.00 currently being held by Landlord pursuant to the
Prior Lease. During the Term of this Lease, in the event Tenant fails to pay any Annual Rent or
Additional Rent within ten (10) days after written notice, and such failure to pay occurs more than
twice in any twelve (12) month period, then Tenant shall, upon demand by Landlord, deposit with
Landlord the sum of $293,144.00 as security for the performance by Tenant of its obligations under
this Lease (the “Security Deposit”). Landlord shall have the right to use the Security Deposit to
cure any default of Tenant hereunder, including, but not limited to, payment of Annual Rent,
Additional Rent, Service Fees, Default Interest or other debts of Tenant due Landlord, or repair or
replacement of damage to the Premises. If Landlord uses any part of the Security Deposit, Tenant
shall restore the Security Deposit to its full amount within ten (10) days after Landlord’s demand
therefor. Provided Tenant has fully complied with all of the terms of this Lease, Landlord shall
return the Security Deposit to Tenant without interest within thirty (30) days after the surrender
of the Premises by Tenant. Landlord may deliver the Security Deposit to the purchaser or other
transferee of Landlord’s interest in the Property in the event the Property is sold or otherwise
transferred, and after such delivery, Landlord shall be discharged from any further liability with
respect to the Security Deposit. The aforesaid right to occupy the Premises without posting a
security deposit is personal to the Tenant named herein and shall not apply to any assignee or
subtenant of Tenant.



26









 





     34. Intentionally deleted.



     35. Notices. All notices in connection with this Lease, the Premises or the Property
shall be in writing and shall be personally delivered, or delivered by courier service (e.g.,
Federal Express, Airborne) or sent by certified mail, return receipt requested, postage prepaid.
Notices to Landlord shall be delivered to the address specified in Section 1(a). Notices to Tenant
shall be delivered to the address specified in Section 1(b) until Tenant takes possession of the
Premises; thereafter notices to Tenant shall be delivered to the Premises. All notices shall be
effective upon delivery or attempted delivery in accordance with this provision. Either party may
change its notice address upon written notice to the other party given in accordance with this
provision.



     36. Force Majeure. If Landlord is unable to perform any of its obligations or to
supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to
make or is delayed in making any repair, additions, alterations or decorations, or is unable to
supply or is delayed in supplying any equipment or fixtures, due to events beyond Landlord’s
control, the time provided to Landlord for performing such obligations shall be extended by a
period of time equal to the duration of such events, and Tenant shall not be entitled to any claim
against Landlord by reason thereof, and the obligation of Tenant to pay rent and perform all its
other obligations under this Lease shall not be affected, impaired or excused thereby. Events
beyond Landlord’s control include, but are not limited to, acts of God, war, civil commotion, labor
disputes, strikes, casualty, labor or material shortages, government regulation or restriction and
weather conditions. Landlord shall not be liable to Tenant nor shall Tenant be entitled to any
abatement or reduction of rent, in the event of the suspension, interruption, failure or inadequacy
of any of the services to be provided by Landlord pursuant to this Lease as a result of Force
Majeure.



     37. Waivers; Modifications. The failure of either party to insist on strict
performance of any provision of this Lease shall not be construed as a waiver of such provision in
any other instance. All amendments to this Lease shall be in writing and signed by both parties.



     38. Interpretation. The captions in this Lease are intended to assist the parties in
reading this Lease and are not a part of the provisions of this Lease. Whenever required by the
context of this Lease, the singular shall include the plural and the plural shall include the
singular. The masculine, feminine and neuter genders shall each include the others.



     39. Applicable Law. The laws of the state in which the Property is located shall
govern this Lease.



     40. Authority of Lease Signatories. If Tenant is a corporation, partnership or other
entity, each person signing this Lease on behalf of Tenant represents that he has full authority to
do so and that this Lease binds the corporation, partnership or other entity, as the case may be.



     41. Brokerage. Each party represents to the other that it did not deal with any real
estate broker in connection with this Lease, other than the brokers named in Section 1(k). The
commission of such brokers (if any) shall be paid by Landlord. Each party indemnifies and holds
the other harmless from any claim for a commission or other fee made by any broker with whom the
indemnifying party has dealt, other than the foregoing named brokers.



27









 





     42. Binding Effect. This Lease is binding upon any party who legally acquires any
rights or interest in this Lease from Landlord or Tenant; provided, however, Landlord shall have no
obligation to Tenant’s successor unless the interest of Tenant’s successor in this Lease is
acquired in accordance with the provisions of this Lease. The term “Landlord” as used in this
Lease means only the owner, or the mortgagee in possession, for the time being of the Property, so
that in the event of any sale of the Property, the said Landlord shall be and hereby is entirely
freed and relieved of any liability for performance of all covenants and obligations of Landlord
set forth in this Lease for the period after such sale.



     43. Communications Equipment. Provided and on condition that Tenant has not assigned
this Lease or sublet all or any portion of the Premises, except to an affiliated entity in
accordance with Section 18(a), Tenant may erect on the roof of the Buildings, at Tenant’s sole cost
and expense, communications equipment (the “Communications Equipment”) subject to the terms and
conditions set forth in Section 14 of this Lease and subject further to the terms and conditions
set forth hereinafter. Prior to installing the Communications Equipment, Tenant shall provide
Landlord with plans and specifications therefor, as well as structural calculations and such other
information pertaining to the Communications Equipment as Landlord may reasonably require.
Landlord’s prior consent to such plans and specifications, as well as the location, manner of
installation and control of the Communications Equipment shall be required. Tenant shall, within
thirty (30) days of being billed therefor by Landlord, reimburse Landlord for all reasonable
expenses incurred by Landlord in connection with its review of the foregoing. Tenant shall obtain,
at its sole cost and expense, all governmental permits and approvals required for the installation
and use of the Communications Equipment. Tenant shall install the Communications Equipment in a
good and workmanlike manner using a roofing contractor designated by Landlord. Once installed, the
Communications Equipment shall be deemed to be a part of the Premises and all references in this
Lease to the Premises shall include said Communications Equipment. Tenant shall be solely
responsible, at its sole cost and expense, for the maintenance and repair of the Communications
Equipment, and shall indemnify and hold harmless Landlord from and against all liability, claims or
costs, including reasonable legal fees, arising from the installation and/or use of the
Communications Equipment. Tenant shall also be responsible for the repair of any damage to the
Buildings or the roof caused by the installation and/or use of the Communications Equipment and
Tenant shall assume full responsibility for the cost of repair and/or use of the Communications
Equipment. Tenant agrees that in the event that any repair or replacement of the roof is required,
Tenant will use the roofing contractor designated by Landlord. Under no circumstances shall
Landlord be liable for any damage to or vandalism of the Communications Equipment. In addition,
Landlord shall in no event be responsible if, for any reason whatsoever, the Communications
Equipment does not perform to the expectations of Tenant. In using the Communications Equipment,
Tenant agrees: (i) not to materially disrupt, adversely affect or interfere with any other tenant’s
or other occupant’s use and enjoyment of its leased premises or any other part of the Property, and
(ii) not to disrupt, adversely affect or interfere with any other providers of telecommunications
services to the Buildings and/or the Property. Tenant agrees not to grant any third parties the
right to utilize in any manner, or otherwise benefit from, the Communications Equipment. Tenant
further agrees that Landlord may install and operate, and may permit the installation and operation
by others of, additional communications equipment on the Buildings. Upon the expiration or earlier
termination of this Lease, Tenant shall remove the Communications Equipment from the Buildings and
shall repair any damage caused by such removal. Tenant’s failure to timely comply with the
immediately preceding sentence shall constitute a holding over of



28









 







the Premises by Tenant until such time as the Communications Equipment is removed and any
damage caused by such removal is repaired by Tenant. In addition, if on or before the Expiration
Date, Tenant fails to both remove the Communications Equipment and repair any damage caused
thereby, then, Landlord may, at Tenant’s sole cost and expense, remove the Communications Equipment
without compensation to Tenant, discard it without liability to Landlord, and restore any damage
caused by the removal of the Communications Equipment at Tenant’s expense. The aforesaid right to
install the Communications Equipment is personal to the Tenant named herein and shall not apply to
any assignee or subtenant of Tenant.



     44. Flag Pole. Provided and on condition that Tenant has not assigned this Lease or
sublet all or any portion of the Premises, Tenant may erect a flag pole at the property, at
Tenant’s sole cost and expense (the “Flag Pole”), subject to the terms and conditions set forth in
Section 14 of this Lease and subject further to the terms and conditions set forth hereinafter.
Prior to installing the Flag Pole, Tenant shall provide Landlord with plans and specifications
therefor, as well as such other information pertaining to the Flag Pole as Landlord may reasonably
require. Landlord’s prior consent to such plans and specifications, as well as the location,
manner of installation and control of the Flag Pole shall be required. Tenant shall, within thirty
(30) days of being billed therefor by Landlord, reimburse Landlord for all reasonable expenses
incurred by Landlord in connection with its review of the foregoing. Tenant shall obtain, at its
sole cost and expense, all governmental permits and approvals required for the installation and use
of the Flag Pole. Tenant shall install the Flag Pole in a good and workmanlike manner using a
contractor reasonably approved by Landlord. Once installed, the Flag Pole shall be deemed to be a
part of the Premises and all references in this Lease to the Premises shall include said Flag Pole.
Tenant shall be solely responsible, at its sole cost and expense, for the maintenance and repair
of the Flag Pole and for grounds maintenance immediately surrounding the Flag Pole, and shall
indemnify and hold harmless Landlord from and against all liability, claims or costs, including
reasonable legal fees, arising from the installation and/or use of the Flag Pole. Tenant shall
assume full responsibility for the cost of repair and/or use of the Flag Pole. Under no
circumstances shall Landlord be liable for any damage to or vandalism of the Flag Pole. In using
the Flag Pole, Tenant agrees not to materially disrupt, adversely affect or interfere with any
other tenant’s or other occupant’s use and enjoyment of its leased premises or any other part of
the Property. Tenant agrees not to grant any third parties the right to utilize in any manner, or
otherwise benefit from, the Flag Pole. Upon the expiration or earlier termination of this Lease,
Tenant shall remove the Flag Pole from the Property and shall repair any damage caused by such
removal. Tenant’s failure to timely comply with the immediately preceding sentence shall
constitute a holding over of the Premises by Tenant until such time as the Flag Pole is removed and
any damage caused by such removal is repaired by Tenant. In addition, if on or before the
Expiration Date, Tenant fails to both remove the Flag Pole and repair any damage caused thereby,
then, Landlord may, at Tenant’s sole cost and expense, remove the Flag Pole without compensation to
Tenant, discard it without liability to Landlord, and restore any damage caused by the removal of
the Flag Pole at Tenant’s expense. The aforesaid right to install the Flag Pole is personal to the
Tenant named herein and shall not apply to any assignee or subtenant of Tenant.



     45. Right of First Notification. In the event that at any time during the Term, any
space in the 828 Building shall become available for lease (the “Available Space”), then provided
that Tenant is in possession of the Premises and not in default under this Lease after any
applicable notice and cure period, and provided further that Tenant’s financial condition and
creditworthiness are reasonably satisfactory to Landlord, Landlord shall notify Tenant of the
availability of the



29









 







Available Space and the terms upon which Landlord proposes the same to be leased as reasonably
determined by Landlord. Subject to prior rights granted to any other tenants or other parties to
lease the Available Space, Tenant shall have a period of ten (10) business days from the date of
delivery of such notice within which to notify Landlord of its election to lease the Available
Space on the same terms and conditions as set forth in Landlord’s notice to Tenant. In the event
Tenant does not so notify Landlord of its election to lease the Available Space within the
aforesaid ten (10) business day period, time being of the essence, Landlord shall be free to lease
the Available Space to any party as Landlord may elect upon such terms as Landlord and any proposed
tenant of the Available Space may agree upon. In the event Tenant elects to lease the Available
Space as aforesaid, the Available Space shall thereafter be deemed part of the Premises, and Tenant
shall thereafter pay Annual Rent and additional rent for such space and otherwise comply with the
other provisions of this Lease which shall thereafter be applicable to the Available Space. In the
event Tenant elects to lease the Available Space as aforesaid, a lease amendment consistent with
the above shall be prepared and such lease amendment shall be executed by Tenant within ten (10)
business days of receipt thereof or Tenant’s right to lease the Available Space shall, at
Landlord’s option, be rendered null and void. If Tenant does not exercise its right to lease the
Available Space in accordance with this provision, Landlord shall not be required to offer the
Available Space to Tenant again. The aforesaid right of first notification is personal to the
Tenant named herein and shall not apply to any assignee or subtenant of Tenant.



     46. Miscellaneous. (a) Landlord reserves the right to decrease or increase the size
of either Building, and to build additional buildings or improvements on the Property, in which
event Tenant’s Share referred to in Section 1(h) shall be appropriately adjusted.



          (b) Landlord shall have the right, outside of the Premises, without incurring any liability to
Tenant or affecting this Lease, to change the arrangement and location of public entrances,
passageways, doors, corridors, elevators, stairs, toilets and other public parts of the Property,
provided there shall be no material interference with Tenant’s use of or access to the Premises.




          (c) The submission of this Lease to Tenant shall not be deemed to be an offer and shall not
bind either party until duly executed by Landlord and Tenant.




          (d) Neither Landlord nor Tenant shall be liable for consequential, special, indirect or
punitive damages arising from, under or in connection with this Lease.




          (e) This Lease may be executed in counterparts, and when all counterpart documents are
executed, the counterparts shall constitute a single binding instrument.




          (f) A determination by a court of competent jurisdiction that any provision of this Lease or
part thereof is illegal or unenforceable shall not invalidate the remainder of this Lease or such
provision, which shall continue to be in effect.




          (g) Tenant shall not record this Lease or a memorandum hereof.




          (h) Tenant shall observe the rules and regulations set forth in the Rules and Regulations
Rider attached hereto, and such other reasonable rules and regulations as Landlord may




30









 







from time to time adopt, on written notice to Tenant, provided such additional rules and
regulations do not materially impair Tenant’s rights or increase Tenant’s obligations, under this
Lease. Landlord shall not be obligated to enforce the rules and regulations against any tenant,
and Landlord shall not be liable for violation of same by any tenant, or any of its employees or
invitees. However, Landlord agrees to enforce the rules and regulations in a non-discriminatory
manner. In the event of a conflict between the Rules and Regulations and the provisions of this
Lease, the provisions of this Lease shall govern and control.




          (i) Landlord hereby acknowledges and agrees that Landlord has no right to relocate Tenant.




     47. Mortgagee Consent. Anything contained in this Lease to the contrary
notwithstanding, and expressly without limitation of Tenant’s rights under Section 30 above, this
Lease may be terminated by Landlord or by Tenant, without further liability, upon notice in writing
to the other, if Landlord shall not have confirmed in writing to Tenant on or before 5 p.m., on
December 12, 2008, that Landlord’s first mortgagee has approved this Lease, and in the event of
such termination, the Prior Lease shall be automatically (and expressly without the requirement of
a further instrument in writing) reinstated in full force and effect as if such Prior Lease was not
terminated; provided, however, that such right of termination under this Section 47 shall lapse and
not be exercisable after December 19, 2008. In the event of any termination of this Lease pursuant
to this Section 47, the parties agree that Tenant has not waived, and has expressly preserved, any
right to extend the term of the Prior Lease beyond its scheduled expiration date as provided in the
Prior Lease. Landlord agrees to use its diligent efforts to secure the timely approval of its first
mortgagee.



          THE RIDERS ENUMERATED IN SECTION 1(l) ABOVE ARE ATTACHED HERETO AND MADE A PART OF THIS LEASE
AS FULLY AS IF SET FORTH HEREIN AT LENGTH. The terms used in the Riders have the same meanings set
forth in this Lease. The provisions of a Rider shall prevail over any provisions of this lease
which are inconsistent or conflict with the provisions of such Rider.





31











 




          IN WITNESS WHEREOF, the parties hereby have duly executed this Lease as of the date first
above set forth.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 


WITNESS:	 	 	 	LANDLORD:


826 NEWTOWN ASSOCIATES, L.P.

By: 826 Newtown Realty Corp., General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Lee S. Goldmeier	 	 	 	By:	 	/s/ Daniel Cohen	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Lee S. Goldmeier

VP/Secretary
	 	 	 	 	 	Name:

Title:
	 	Daniel Cohen

 President	 	 





32









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 


ATTEST:	 	 	 	TENANT:


BIO-IMAGING TECHNOLOGIES, INC.
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ted I. Kaminer	 	 	 	By:	 	/s/ Mark L. Weinstein	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Ted Kaminer

Chief Financial Officer

Senior Vice-President
	 	 	 	 	 	Name:

Title:
	 	 Mark Weinstein

 Chief Executive Officer

President	 	 






33









 






FLOOR PLAN RIDER




	 	 	 
	Date of Lease:

	 	As of December 1, 2008
	 
	 	 
	Landlord:

	 	826 NEWTOWN ASSOCIATES, L.P.
	 
	 	 
	Tenant:

	 	BIO-IMAGING TECHNOLOGIES, INC.
	 
	 	 
	Premises:

	 	826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania





	 	 	 	 	 
	 	Initials:

 	 
	 	DC
 	 
	 	Landlord
 	 
	 	TK/MW
 	 
	 	Tenant
 	 






34









 








ANNUAL RENT RIDER




	 	 	 
	Date of Lease:

	 	As of December 1, 2008
	 
	 	 
	Landlord:

	 	826 NEWTOWN ASSOCIATES, L.P.
	 
	 	 
	Tenant:

	 	BIO-IMAGING TECHNOLOGIES, INC.
	 
	 	 
	Premises:

	 	826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania






          The Annual Rent payable by Tenant to Landlord during the Term shall be in the amounts and for
the lease years and payable in the monthly installments as follows:




	 	 	 	 	 	 	 
	Lease Year	 	PSF	 	Monthly Installment	 	Annual Amount
	1
	 	$19.50
	 	$  95,356.63
	 	$1,144,279.50
	2
	 	$20.00
	 	$  97,801.67
	 	$1,173,620.00
	3
	 	$20.50
	 	$100,246.71
	 	$1,202,960.50
	4
	 	$21.00
	 	$102,691.75
	 	$1,232,301.00
	5
	 	$21.50
	 	$105,136.79
	 	$1,261,641.50
	6
	 	$22.00
	 	$107,581.83
	 	$1,290,982.00
	7
	 	$22.50
	 	$110,026.88
	 	$1,320,322.50
	8
	 	$23.00
	 	$112,471.92
	 	$1,349,663.00
	9
	 	$23.50
	 	$114,916.96
	 	$1,379,003.50
	10
	 	$24.00
	 	$117,362.00
	 	$1,408,344.00





	 	 	 	 	 
	 	Initials:

 	 
	 	DC
 	 
	 	Landlord
 	 
	 	TK/MW
 	 
	 	Tenant
 	 






35











 





RULES AND REGULATIONS RIDER




	 	 	 
	Date of Lease:

	 	As of December 1, 2008
	 
	 	 
	Landlord:

	 	826 NEWTOWN ASSOCIATES, L.P.
	 
	 	 
	Tenant:

	 	BIO-IMAGING TECHNOLOGIES, INC.
	 
	 	 
	Premises:

	 	826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania






          Landlord hereby promulgates the following Rules and Regulations with respect to the Property:




          1. OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts, elevators,
vestibules, stairways, corridors and public parts of the Buildings shall not be obstructed or
encumbered by Tenant or used by Tenant for any purpose other than ingress and egress.




          2. WINDOWS: No bottles, parcels or other articles shall be placed on the window sills,
in the halls, or in any other part of the Buildings other than the Premises. No article shall be
thrown out of the doors or windows of the Premises.




          3. PROJECTIONS FROM BUILDING: No awnings, air conditioning units, or other fixtures
shall be attached to the outside walls or the window sills of the Buildings or otherwise affixed so
as to project from the Buildings, without prior written consent of Landlord.




          4. SIGNS: No sign, advertisement, notice or lettering (however worthy the cause might
be) shall be affixed by Tenant to any part of the outside of the Premises, or any part of the
inside of the Premises so as to be clearly visible from the outside of the Premises, without the
prior written consent of Landlord. However, Tenant shall have the right to place its name on any
door leading into the Premises the size, color and style thereof to be subject to the Landlord’s
approval. Tenant shall not have the right to have additional names placed on the Buildings
directory without Landlord’s prior written consent.




          5. FLOOR COVERING: Tenant shall not lay linoleum or other similar floor covering so
that the same shall come in direct contact with the floor of the Premises. If linoleum or other
similar floor covering is desired to be used, an interlining of builder’s deadening felt shall
first be fixed to the floor by a paste or other material that may easily be removed with water, the
use of cement or other similar adhesive material being expressly prohibited.




          6. INTERFERENCE WITH OCCUPANTS OF BUILDINGS: Tenant shall not make, or permit to be
made, any unseemly or disturbing noises or odors and shall not intentionally interfere with other
tenants or those having business with them. Tenant will keep all mechanical apparatus in the
Premises free of vibration and noise which may be transmitted beyond the limits of the Premises.




36









 








          7. LOCK KEYS: No additional locks or bolts of any kind shall be placed on any of the
doors or windows by Tenant without Landlord’s consent. If Tenant installs any additional locks or
changes the locks on any of the entrance doors or interior doors of the Premises, Tenant shall
provide to Landlord duplicate keys to such locks. All lock cylinders in doors into the Premises
shall work with Landlord s master keying system. Tenant shall, on the termination of Tenant’s
tenancy, deliver to Landlord all keys to any space within the Buildings either furnished to or
otherwise procured by Tenant, and in the event of the loss of any keys furnished, Tenant shall pay
to Landlord the cost thereof. Tenant, before closing and leaving the Premises, shall ensure that
all windows are closed and entrance doors locked. Nothing in this Paragraph 7 shall be deemed to
prohibit Tenant from installing a burglar alarm within the Premises, provided: (1) Tenant obtains
Landlord’s consent which will not be unreasonably withheld or delayed; (2) Tenant supplies Landlord
with copies of the plans and specifications of the system; (3) such installation shall not damage
the Buildings; and (4) all costs of installation shall be borne solely by Tenant.




          8. CONTRACTORS: No contract of any kind with any supplier of towels, water, toilet
articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing,
cleaning of electrical fixtures, removal of waste paper, rubbish, garbage, or other like service
shall be entered into by Tenant, nor shall any machine of any kind be installed in the Buildings
without the prior written consent of the Landlord. Landlord shall not be responsible to Tenant for
any loss of property from the Premises however occurring, or for any damage to the effects of
Tenant by such janitors or any of its employees, or by any other person or any other cause.




          9. PROHIBITED ON PREMISES: Tenant shall not conduct, or permit any other person to
conduct, any auction upon the Premises, manufacture or store goods, wares or merchandise upon the
Premises without the prior written approval of Landlord, except the storage of usual supplies and
inventory to be used by Tenant in the conduct of its business, permit the Premises to be used for
gambling, make any unusual noises in the Buildings, permit to be played musical instrument on the
Premises, permit any radio to be played, or television, recorded or wired music in such loud manner
as to disturb or annoy other tenants, or permit any unusual odors to be produced on the Premises.
Tenant shall not permit any portion of the Premises to be occupied as an office for a public
stenographer or typewriter, or for the storage, manufacture, or sale of intoxicating beverages,
narcotics, tobacco in any form or as a barber or manicure shop. Canvassing, soliciting and
peddling in the Buildings and/or at the Property are prohibited and Tenant shall cooperate to
prevent the same. No bicycles, vehicles or animals of any kind shall be brought into or kept in or
about the Premises.




          10. PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be used for
any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes,
newspaper or other substances of any kind shall be thrown into them. Waste and excessive or
unusual amps of electricity or water is prohibited. When electric wiring of any kind is
introduced, it must be connected as reasonably directed by Landlord, and no stringing or cutting of
wires will be allowed, except by prior written consent of Landlord, and shall be done by
contractors approved by Landlord.




37









 








          11. MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out of freight,
furniture or bulky matter of any description must take place during such hours as Landlord may from
time to time reasonably determine and only after advance notice to the superintendent of the
Buildings. The persons employed by Tenant for such work must be reasonably acceptable to the
Landlord. Tenant may, subject to these provisions, move freight, furniture, bulky matter, and
other material into or out of the Premises on Saturdays between the hours of 9:00 a.m. and 1:00
p.m., provided Tenant pays additional costs, if any, incurred by Landlord for elevator operators or
security guards, and for any other expenses occasioned by such activity of Tenant. If, at least
three (3) days prior to such activity, Landlord requests that Tenant deposit with Landlord, as
security of Tenant’s obligations to pay such additional costs, a sum of which Landlord reasonably
estimates to be the amount of such additional cost, the Tenant shall deposit such sum with Landlord
as security of such cost. There shall not be used in the Buildings or Premises, either by Tenant
or by others in the delivery or receipt of merchandise, any hand trucks except those equipped with
rubber tires and side guards, and no hand trucks will be allowed in the elevators without the
consent of the superintendent of the Buildings.




          12. SAFES AND OTHER HEAVY EQUIPMENT: Landlord reserves the right to prescribe the
weight and position of all safes and other heavy equipment so as to distribute properly the weight
thereof and to prevent any unsafe condition from arising.




          13. ADVERTISING: Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord’s reasonable opinion tends to impair the reputation of the Buildings or its
desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain
from or discontinue such advertising.




          14. NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Landlord shall not be
responsible to Tenant for non-observance or violation of any of these rules and regulations by any
other tenant.




          15. AFTER HOURS USE: Landlord reserves the right to exclude from the Buildings between
the hours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturdays, Sundays and Building Holidays,
all persons who do not present a pass to the Buildings signed by the Tenant. Each Tenant shall be
responsible for all persons for whom such a pass is issued and shall be liable to the Landlord for
the acts of such persons. Tenant shall be solely responsible for controlling access cards issued
to Tenant for use by employees. There will be a charge for reprogramming, issuing and canceling
access cards. Such cost shall be determined by the contract security firm providing security
services at the Property.




          16. PARKING: Subject to Section 10(c) of the Lease, Tenant and its employees shall
park their cars only in those portions of the parking area designated by Landlord.




          17. RESERVATION OF RIGHTS: Landlord hereby reserves to itself any and all rights not
granted to Tenant hereunder, including, but not limited to, the following rights which are reserved
to Landlord for its purposes in operating the Buildings:




38









 








          a. the exclusive right to the use of the name of the Buildings for all purposes, except that
Tenant may use the name as its business address and for no other purposes; and




          b. the right to change the name or address of the Buildings, without incurring any liability
to Tenant for doing so, provided that Landlord shall not name the Building for a competitor of
Tenant; and




          c. the right to install and maintain a sign on the exterior of the Buildings; and




          d. the exclusive right to use or dispose of the use of the roof of the Buildings; and




          e. the right to limit the space on the directory of the 828 Building to be allotted to Tenant;
and




          f. the right to grant to anyone the right to conduct any particular business or undertaking in
the Buildings.




          18. HEALTH AND SAFETY: Tenant shall be responsible for initiating, maintaining and
supervising all health and safety precautions and/or programs required by Law in connection with
the Tenant’s use and occupancy of the Premises.




          19. HAZARDOUS MATERIALS: Tenant shall not store, introduce or otherwise permit any
material known to be hazardous within the Premises. Any material within the Premises which is
determined to be hazardous shall be removed and properly disposed of by the Tenant at the Tenant’s
sole expense in compliance with all applicable laws.




          20. SMOKING. No smoking is permitted in any part of the Buildings. Smoking is also
prohibited in the front entranceway area.




          21. NONDISCRIMINATION. Landlord shall apply these rules and regulations to Tenant in
a non-discriminatory manner.




          22. ACKNOWLEDGMENT. To the best of Landlord’s knowledge, Landlord acknowledges that
Tenant has not violated any of the Rules and Regulations herein as of the date hereof.



	 	 	 	 	 
	 	Initials:

 	 
	 	DC
 	 
	 	Landlord
 	 
	 	TK/MW
 	 
	 	Tenant
 	 




39









 





EXTENSION OPTIONS RIDER




	 	 	 
	Date of Lease:

	 	As of December 1, 2008
	 
	 	 
	Landlord:

	 	826 NEWTOWN ASSOCIATES, L.P.
	 
	 	 
	Tenant:

	 	BIO-IMAGING TECHNOLOGIES, INC.
	 
	 	 
	Premises:

	 	826 and 828 Newtown-Yardley Road, Newtown, Pennsylvania






     1. Grant of Options. Subject to the provisions of Section 3 of this Rider, Landlord
hereby grants to Tenant two (2) options (each such option is referred to as the “Option”) to extend
the Term following the expiration of the original term hereof (the “Initial Term”) for additional
terms of five (5) years each (each such additional term is hereinafter referred to as the
“Extension Term”).



     2. Exercise of Options. Each Option shall be exercised only by written notice (the
“Extension Notice”) delivered to Landlord in accordance with Section 35 of the Lease at least
twelve (12) months before the expiration of the Initial Term or the expiration of the current
Extension Term, as the case may be. Time shall be of the essence with respect to delivery of the
Extension Notice and if Tenant fails to deliver any Extension Notice within the specified time
period, the Option related thereto and succeeding Options (if any) shall lapse, and Tenant shall
have no further right to extend the Term.



     3. Conditions Precedent to Options. Each Option shall be exercisable by Tenant and
the Lease shall continue for the Extension Term provided all of the following conditions are
satisfied:



     (a) At the time Landlord receives the Extension Notice and at the commencement of the
Extension Term related thereto, Tenant shall not be in default under any of the provisions of the
Lease after any applicable notice and cure period.



     (b) At the time Landlord receives the Extension Notice and at the commencement of the
Extension Term related thereto, the Tenant named in Section 1(b) of the Lease shall not have
assigned the Lease (other than to an assignee pursuant to a Permitted Assignment or Sublease) or
sublet more than twenty (20%) percent of the Premises to one or more subtenants then in possession.



     (c) With respect to any Option for an Extension Term following the first Extension Term,
Tenant shall have theretofore timely exercised all prior Options.



     4. Extension Term Provisions. Each Extension Term shall be on all of the same terms
and conditions set forth in the Lease and applicable to the Initial Term, except Tenant shall have
no further option to extend the Term following the second Extension Term, and the Annual



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Rent payable by Tenant for each Extension Term shall be equal to 95% of the “Fair Market
Rental Value” of the Premises for and during each Extension Term determined as follows:




     Within ten (10) days after receipt by Landlord of Tenant’s notice exercising Tenant’s Option
to renew the term of the Lease for the Extension Term, Landlord shall notify Tenant of Landlord’s
determination of the Fair Market Rental Value of the Premises for the Extension Term. Said Fair
Market Rental Value may be different for each lease year during said Extension Term and may be
different for the 826 Space and the 828 Space. Within ten (10) days after receipt of Landlord’s
notice, time being of the essence with respect thereto, Tenant shall advise Landlord that (a) it
accepts Landlord’s determination of the Fair Market Rental Value of the Premises, or (b) it rejects
Landlord’s determination of the Fair Market Rental Value of the Premises. If Tenant fails to
advise Landlord within said ten (10) day period, Tenant shall be deemed to have rejected the Fair
Market Rental Value determined by Landlord on the tenth day (the “Deemed Rejected Date”). If
Tenant rejects or is deemed to have rejected Landlord’s determination of the Fair Market Rental
Value of the Premises, Tenant shall, at its cost and expense, engage the services of an independent
real estate appraiser, having an MAI designation, with knowledge and experience of rental values of
similar properties in the area to perform an appraisal to determine the Fair Market Rental Value of
the Premises for the Extension Term. Such appraiser shall render his or her appraisal report to
Landlord and Tenant not later than thirty (30) days after the date of Tenant’s notice to Landlord
rejecting Landlord’s determination of the Fair Market Rental Value of the Premises or after the
Deemed Rejected Date, as the case may be. If such appraiser shall fail to render such report
within such thirty (30) day period (time being of the essence), Tenant’s rejection of Landlord’s
determination of the Fair Market Rental Value of the Premises shall conclusively be deemed to have
been waived and the rental for the Extension Term shall be as originally determined by Landlord.
If the appraiser shall render his or her report within such thirty (30) day period and the Fair
Market Rental Value so determined shall not be acceptable to Landlord, Landlord shall have the
right, at its cost and expense, to engage the services of an appraiser, having similar
qualifications as those set forth above, to determine the Fair Market Rental Value of the Premises
for the Extension Term. In the event that Landlord’s appraiser shall determine a Fair Market
Rental Value which shall not differ by more than ten (10%) percent from the Fair Market Rental
Value determined by Tenant’s appraiser, the Fair Market Rental Value of the Premises shall be
deemed to be the average of the Fair Market Rental Value determinations made by Landlord’s
appraiser and Tenant’s appraiser. If Landlord’s appraiser shall determine a Fair Market Rental
Value which shall differ more than ten (10%) percent from the Fair Market Rental Value determined
by Tenant’s appraiser, then the two appraisers shall select a third appraiser, having similar
qualifications as those set forth above, and Landlord and Tenant shall engage the services of such
third appraiser to perform an appraisal to determine the Fair Market Rental Value of the Premises,
with Landlord and Tenant each to pay one-half of the cost of such third appraiser. The appraiser
for Landlord and the appraiser for Tenant shall select such third appraiser within ten (10) days
after Landlord notifies Tenant that such third appraiser is required. Such third appraiser shall
be instructed to render an appraisal report to Landlord and Tenant not later than thirty days (30)
after the date of his or her engagement. The Fair Market Rental Value of the Premises for the
Extension Term shall be the Fair Market Rental Value determination of the appraiser selected by
Landlord or Tenant whose determination is closer to the determination of the third appraiser. The
Fair Market Rental Value of the Premises, as agreed upon by the parties or as determined as hereinabove provided, shall
be final and binding upon both Landlord and Tenant. Notwithstanding



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anything to the contrary herein, in no event, shall the Annual Rent for any lease year during the Extension Term be less
than the Annual Rent for the immediately preceding lease year.



	 	 	 	 	 
	 	Initials:

 	 
	 	DC
 	 
	 	Landlord
 	 
	 	TK/MW
 	 
	 	Tenant
 	 



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