Blueprint





Exhibit 10.1 











 



OFFICE LEASE

 


TABLE
OF CONTENTS


 


	

ARTICLE




	
 PAGE


	


1

	


DEFINITIONS.

	


1


	


2

	


TERM.

	


6


	


3

	


WORK AGREEMENT; DELIVERY OF PREMISES.

	


7


	


4

	


RENT.

	


8


	


5

	


ADDITIONAL RENT.

	


10


	


6

	


USE.

	


12


	


7

	


CARE OF PREMISES.

	


13


	


8

	


ALTERATIONS BY TENANT.

	


13


	


9

	


EQUIPMENT.

	


15


	


10

	


OWNERSHIP AND REMOVAL OF PROPERTY.

	


17


	


11

	


LANDLORD'S ACCESS TO PREMISES.

	


18


	


12

	


SERVICES AND UTILITIES.

	


19


	


13

	


RULES AND REGULATIONS.

	


21


	


14

	


REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.

	


21


	


15

	


LIMITATION ON LANDLORD LIABILITY.

	


22


	


16

	


FIRE AND OTHER CASUALTY.

	


22


	


17

	


INSURANCE.

	


24


	


18

	


CONDEMNATION.

	


27


	


19

	


DEFAULT.

	


27


	


20

	


NO WAIVER.

	


32


	


21

	


HOLDING OVER.

	


32


	


22

	


SUBORDINATION.

	


32


	


23

	


ASSIGNMENT AND SUBLETTING.

	


33


	


24

	


TRANSFER BY LANDLORD.

	


37


	


25

	


INABILITY TO PERFORM.

	


37


	


26

	


ESTOPPEL CERTIFICATES.

	


37


	


27

	


COVENANT OF QUIET ENJOYMENT.

	


37


	


28

	


WAIVER OF JURY TRIAL.

	


38


	


29

	


BROKERS.

	


38


	


30

	


CERTAIN RIGHTS RESERVED BY LANDLORD.

	


38


	


31

	


NOTICES.

	


39


	


32

	


MISCELLANEOUS PROVISIONS.

	


40


	

A.

	


Benefit and Burden

	


40


	

B.

	


Governing Law

	


40


	

C.

	


No Partnership

	


40


	

D.

	


Delegation by Landlord

	


40


	

E.

	


Tenant Responsibility for Agents

	


40


	

F.

	


Invalidity of Particular Provisions

	


40


	

G.

	


Counterparts

	


40


	

H.

	


Entire Agreement

	


40


	

I.

	


Amendments

	


40


	

J.

	


Mortgagee's Performance

	


40


	

K.

	


Limitation on Interest

	


41


	

L.

	


Remedies Cumulative

	


41


	

M.

	


Annual Financial Statements

	


41


	

N.

	


Construction of Lease

	


41


	

O.

	


Time of the Essence

	


41


	

P.

	


Effect of Deletion of Language

	


41


	

Q.

	


Authority

	


41


	

R.

	


Qualified Leases

	


41


	


S.

	


Prohibited Persons and Transactions

	


42


	


T.

	


Confidentiality

	


42


	


33

	


LENDER APPROVAL.

	


42


	


34

	


PARKING.

	


42


	


35

	


SECURITY DEPOSIT.

	


44


	


36

	


HAZARDOUS MATERIALS.

	


45


	


37

	


[INTENTIONALLY OMITTED.]

	


47


	


38

	


NO RECORDATION.

	


47


	


39

	


SIGNS.

	


48


	


40

	


SURRENDER.

	


48


	


41

	


OPTION TO EXTEND.

	


49


	


42

	


ROOF RIGHTS; RISER SPACE.

	


51


	
 

	
 

	
 


	

SIGNATURES




	
56






 



 







 






 


	

Exhibit
A

	

-

	

Premises
Plan


	

Exhibit
B

	

-

	

Declaration
of Acceptance


	

Exhibit
C

	

-

	

Work
Agreement


	

Exhibit
D

	

-

	

Building/Project
Rules and Regulations


	

Exhibit
E

	

-

	

Cleaning
Specifications


	

Exhibit
F

	

-

	

Location
of Tenant’s Exterior Signage


	

Exhibit
G

	

-

	

Work
Rules and Regulations







 


 














 











 



OFFICE LEASE

 


THIS
OFFICE LEASE (the "Lease") is made and entered into this
            
day of                                ,
2019 (the “Effective Date”), by and between IPX MEDICAL
CENTER DRIVE INVESTORS, LLC, a Delaware limited liability company
("Landlord") and CELLULAR BIOMEDICINE GROUP, INC., a Delaware
corporation ("Tenant").

 


In
consideration of the Rent hereinafter reserved and the agreements
hereinafter set forth, Landlord and Tenant mutually agree as
follows:

 


1. DEFINITIONS.

 



Lease Specific

 


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

 


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

 


C. [Intentionally
Omitted.]

 


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

 


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

 


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

 


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

 


H. [Intentionally
omitted].

 





I. [Intentionally
omitted].

 



 







 





 


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

 


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

 


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

 


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

 


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

 


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

 


P. Guarantor(s):
None.

 


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

 



General

 


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

 


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

 



 

2







 





 


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

 


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

 


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

 


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

 


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

 


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

 


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

 


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

 



 

3







 





 


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

 



 

4







 





 


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

 


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

 


EE. Rent: All Base Rent and Additional
Rent.

 

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

 

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

 

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

 


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

 


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

 


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

 


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

 



 

5







 





 

2. TERM.

 


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

 


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

 


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

 

 

3. WORK AGREEMENT; DELIVERY OF
PREMISES.

 


Tenant
agrees to improve the Premises in accordance with the Work
Agreement. Except as hereinafter provided, Landlord shall have no
obligation to make any other improvements or alterations to the
Premises. The date on which Landlord delivers the Premises in its
“as-is” condition shall be the “Delivery
Date.” As of the Delivery Date, the base Building electrical,
plumbing, sprinkler, fire alarm, heating, ventilation and air
conditioning systems, as well as the Existing Generator (as
hereinafter defined) will be in good working order. In the event
that Tenant delivers notice to Landlord of a latent defect in the
base Building systems during the three hundred sixty-five (365) day
period following the Delivery Date, then Landlord shall, at
Landlord’s sole cost and expense, promptly repair such latent
defect and the costs of such repair shall not be included in
Operating Expenses.

 


Following the
Delivery Date, Landlord shall install a supplemental heating,
ventilation and air conditioning unit (“HVAC Unit”)
which shall serve the laboratory portion of the Premises. Landlord
shall install the HVAC Unit not later than the Lease Commencement
Date, subject to Unavoidable Delay and delays caused by Tenant or
its agents, employees or contractors. The laboratory portions of
the Premises shall be served by the HVAC Unit and the
non-laboratory portions of the Premises shall be served by the
Building HVAC system in accordance with the provisions of Section
12 hereof.

 


From
and after the Delivery Date and continuing through the Lease
Commencement Date (the “Buildout Period”), Tenant shall
be permitted to perform the Tenant’s Work pursuant to the
terms and conditions of the Work Agreement. During the Buildout
Period, Tenant and its agents and contractors shall be deemed to be
bound by all of the terms, covenants, provisions and conditions of
this Lease, including, but not limited to, Section 14.B. regarding
Tenant’s indemnification obligations, Section 14.A. regarding
Tenant’s obligation to repair injury, loss or damage which
may occur prior to the Commencement Date, Section 17 regarding
insurance, and the Work Agreement, the same being installed and
maintained solely at Tenant’s risk; (ii) all such entries
prior to the Lease Commencement Date shall be coordinated in
advance with Landlord; and (iii) Tenant shall not interfere with
any work to be performed by Landlord at the Premises; provided,
however, that during the Buildout Period, Tenant shall not be
obligated to pay any Base Rent or Additional Rent pursuant to
Section 5 of this Lease, other than the cost of utilities for the
Premises that are separately metered or submetered, which costs
Tenant shall pay to Landlord within ten (10) days following
Landlord’s delivery to Tenant of an invoice
therefor.

 



 

6







 





 

4. RENT.

 


From
and after the Lease Commencement Date, Tenant shall pay to Landlord
Base Rent and Additional Rent as are set forth in this Section 4
and in Section 5 below.

 


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

 


	

Lease
Year

	

Rate
of


Base
RentPer Square FootPer Annum

	

Rate
of


Base
RentPer Annum

	

Rate
of


MonthlyBase
Rent


	

1

	

$34.00

	

$764,218.00

	

$63,684.83


	

2

	

$34.85

	

$783,323.45

	

$65,276.95


	

3

	

$35.72

	

$802,878.44

	

$66,906.54


	

4

	

$36.61

	

$822,882.97

	

$68,573.58


	

5

	

$37.53

	

$843,561.81

	

$70,296.82


	

6

	

$38.47

	

$864,690.19

	

$72,057.52


	

7

	

$39.43

	

$886,268.11

	

$73,855.68


	

8

	

$40.42

	

$908,520.34

	

$75,710.03


	

9

	

$41.43

	

$931,222.11

	

$77,601.84


	

10

	

$42.47

	

$954,598.19

	

$79,549.85


	

11*

	

$43.53

	

$978,423.81

	

$81,535.32






 


*a
period of nine (9) months

 

 


Tenant
shall pay Base Rent to Landlord in equal monthly installments
("Monthly Base Rent") in advance on the first day of each calendar
month during the Term, without notice, except that the first
monthly installment of Base Rent shall be paid upon execution of
this Lease. If the Lease Commencement Date occurs on a date other
than the first day of a calendar month, Tenant shall receive a
credit equal to the Monthly Base Rent multiplied by the number of
days in said calendar month prior to the Lease Commencement Date
and divided by the number of days in such month, which credit shall
be applied toward the installment of Monthly Base Rent next due
hereunder.

 



 

7







 





 


Notwithstanding the
foregoing, Landlord shall grant to Tenant a “rent
holiday” from the payment of the installments of Monthly Base
Rent for the first nine (9) months following the Lease Commencement
Date (the “Free Rent Period”). During such Free Rent
Period, the Monthly Base Rent for the entire Premises shall be
abated (such rental abatement being hereinafter referred to as the
“Free Rent Allowance”); provided, however, that (i) the
Free Rent Period and the granting of the Free Rent Allowance as
provided hereunder shall not affect the Lease Commencement Date
pursuant to Section 2.A. hereof or Tenant’s obligation to pay
the first installment of Base Rent upon execution of this Lease as
provided above, (ii) Tenant shall remain obligated during the Free
Rent Period to perform all of Tenant’s obligations under this
Lease except as expressly set forth above (including, but not
limited to, the payment of all Additional Rent coming due under
this Lease), and (iii) in the event of any termination of this
Lease by Landlord based upon a Default hereunder by Tenant, the
then unamortized portion of Base Rent which would have otherwise
been due and payable hereunder during the Free Rent Period in the
absence of the Free Rent Allowance shall immediately become due and
payable and any remaining Free Rent Allowance hereunder shall be of
no force or effect. If the first day following the last day of the
Free Rent Period (such date being hereinafter referred to as the
“Rent Commencement Date”) is a date other than the
first day of a month, then Monthly Base Rent for the period
commencing with and including the Rent Commencement Date and ending
on and including the day prior to the first day of the following
month shall be prorated at the rate of one-thirtieth (1/30th) of
the Monthly Base Rent per day and shall be due and payable on the
Rent Commencement Date and the first full payment of Monthly Base
Rent shall be applied to the installment of Monthly Base Rent which
is payable for the first full month immediately following the Rent
Commencement Date.


 


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

 


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

 


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

 



 

8







 





 

5. ADDITIONAL RENT.

 


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

 


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

 

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

 

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

 



 

9







 





 


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

 


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

 


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

 


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

 



 

10







 





 

6. USE.

 


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

 


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

 




 

11







 





 

7. CARE OF PREMISES.

 


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

 


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

 

 

8. ALTERATIONS BY
TENANT.

 


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

 



 

12







 





 


Any
Alterations shall be made at Tenant's expense, by its contractors,
in a good, workmanlike and first-class manner, and subcontractors
and in accordance with complete plans and specifications approved
in advance in writing by Landlord, and only after Tenant:
(i) has obtained all necessary permits from governmental
authorities having jurisdiction and has furnished copies thereof to
Landlord, (ii) has submitted to Landlord an architect's
certificate that the Alterations will conform to all applicable
Laws, and (iii) has complied with all other requirements
reasonably imposed by Landlord, including, without limitation, any
requirements due to the underwriting guidelines of Landlord's
insurance carriers. Landlord's consent to any Alterations and
approval of any plans and specifications constitutes approval of no
more than the concept of these Alterations and not a representation
or warranty with respect to the quality or functioning of such
Alterations, plans and specifications. Tenant shall be and is
solely responsible for the Alterations and for the proper
integration thereof with the Building, the Building's systems and
existing conditions. Landlord shall have the right, but not the
obligation, to supervise the making of any Alterations. All
Alterations involving structural, electrical, mechanical or
plumbing work, lab equipment, furniture or fixtures, the heating,
ventilation and air conditioning system of the Premises or the
Building, and the roof of the Building, shall, at Landlord's
election, be performed by Landlord's designated contractor or
subcontractor at Tenant's expense at the same rates charged to
Landlord by such contractor without markup, which rates shall be
consistent with competitive costs for similar services of
comparable quality rendered by persons or entities of similar
skill, competence and experience provided in the same geographic
area as the Building. With respect to future Alterations and not
with respect to the Tenant’s Work, Tenant shall reimburse
Landlord as Additional Rent for any actual sums paid by Landlord
for third party examination of Tenant's plans and specifications
for Alterations, plus a fee to Landlord’s property manager
paid as Additional Rent (a) in the amount equal to one percent (1%)
of the costs of such Alterations if Tenant manages the Alterations,
or (b) in an amount equal to three percent (3%) of the cost of such
work if Landlord, or any affiliate of Landlord, or Landlord’s
property manager manages the Alterations.. If any Alterations which
require Landlord’s approval are made without the prior
written consent of Landlord, or which do not conform to plans and
specifications approved by Landlord or to other conditions imposed
by Landlord pursuant to this Section 8, Landlord may, in its sole
discretion, correct or remove such Alterations at Tenant's expense.
Following completion of any Alterations, except with respect to
cosmetic or decorative nonstructural Alterations which do not
require Landlord’s approval, at Landlord's request, Tenant
either shall deliver to Landlord a complete set of "as built" plans
showing the Alterations or shall reimburse Landlord for any expense
incurred by Landlord in causing the Building plans to be modified
to reflect the Alterations.

 


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

 



 

13







 





 

9. EQUIPMENT.

 


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

 


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

 



 

14







 





 


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

 


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

 


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

 



 

15







 





 


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

 

 

10. OWNERSHIP AND REMOVAL OF
PROPERTY.

 


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

 



 

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

 

 

11. LANDLORD'S ACCESS TO
PREMISES.

 


Landlord may at any
reasonable time enter the Premises to examine them, to make
alterations or repairs thereto or for any other purposes which
Landlord considers necessary or advisable; however, in the case of
any emergency, Landlord and its agents may enter the Premises at
any time and in any manner. Tenant shall allow the Premises to be
exhibited by Landlord: (i) at any reasonable time to
representatives of lending institutions or to prospective
purchasers of the Building, and (ii) at any reasonable time to
persons who may be interested in leasing the Premises. Landlord
reserves the right and shall be permitted reasonable access to the
Premises to install facilities within and through the Premises and
to install and service any systems deemed advisable by Landlord to
provide services or utilities to any tenant of the Building. Tenant
shall have the right to have a representative of Tenant accompany
Landlord and its agents during any such entry (other than in the
case of emergency) so long as Tenant makes such representative
present at the time of Landlord’s entry on the Premises.
Landlord shall use reasonable efforts to conduct such entries in a
manner and at such times so as to minimize interference with
Tenant's business operations within the Premises (provided that the
foregoing shall not be deemed to require Landlord to incur overtime
expense or to operate outside of Landlord's normal business
hours).

 


Notwithstanding
anything to the contrary contained in this Lease, Tenant shall be
permitted to maintain “Secured Areas” (which shall mean
certain special access areas and limited access areas as designated
by Tenant to Landlord in advance, provided that such areas are
clearly defined, self-contained facilities that have been so
designated in writing by Tenant to Landlord in advance), in which
case Landlord shall not enter such Secured Areas without being
accompanied by a representative of Tenant, and, in consideration
for such rights granted by Landlord, (a) Tenant hereby authorizes
Landlord and any of its employees, agents and contractors to break
any such locks and the doors and walls to which they are attached
in the event of an emergency, (b) in the event of the need to
perform any services or to make inspections, repairs, maintenance
or improvements and Tenant’s refusal to provide access to
such Secured Areas, Landlord shall have no responsibility for any
such services, inspections, repairs, maintenance or improvements
within said Secured Areas; provided, however, that if Tenant grants
Landlord access into such Secured Areas, then Landlord shall again
be responsible for such services, inspections, repairs, maintenance
or improvements therein from and after the date on which such
access is provided, and (c) Tenant hereby indemnifies Landlord
(including its shareholders, members, partners, employees, agents
and contractors) against and holds Landlord harmless from, any and
all liabilities, losses, damages, causes of action, suits, claims,
demands, judgments, costs and expenses of any kind (including court
costs and reasonable attorneys’ fees) asserted against
Landlord to the extent arising in connection with Tenant’s
access rights and restrictions set forth in this
paragraph.

 



 

17







 





 

12. SERVICES AND
UTILITIES.

 


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

 

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

 

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

 


HVAC
services for the laboratory portions of the Premises shall be
served by the HVAC Unit (defined in Section 3 of this Lease). The
HVAC Unit will serve the laboratory portion of the Premises and a
portion of the second floor of the Building. After the installation
of the HVAC Unit by Landlord, Tenant shall be responsible for
Tenant’s proportionate share of the costs of the operation,
maintenance, repair and replacement of the HVAC Unit
(“Tenant’s HVAC Unit Costs”), which proportionate
share shall be a percentage which is the equivalent of the number
of square feet of rentable area in the laboratory portion of
Premises which is served by the HVAC Unit divided by the number of
square feet of rentable area located on the first and second floors
of the Building (including the laboratory portion of the Premises)
served by the HVAC Unit, as reasonably determined by Landlord.
Tenant shall pay Tenant’s HVAC Unit Costs to Landlord as
Additional Rent within thirty (30) days after Landlord renders an
invoice therefor, which invoices may be rendered by Landlord from
time to time during the Term.

 

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

 



 

18







 





 

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

 

(5) Common Area rest
room facilities.

 

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

 

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

 

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

 

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

 


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

 



 

19







 





 


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

 


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

 


E. Tenant’s Char
and Cleaning Responsibilities:

 

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

 

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

 

 

13. RULES AND
REGULATIONS.

 


Tenant
shall abide by and observe the rules and regulations attached
hereto as Exhibit D and such other rules and regulations as may be
made by Landlord from time to time, provided that such rules and
regulations shall not be materially inconsistent with the
provisions of this Lease. Nothing contained in this Lease or in any
rules and regulations shall be interpreted to impose upon Landlord
any obligations to enforce against any tenant its rules and
regulations, or the provisions of any lease with any other tenant,
and Landlord shall not be liable to Tenant or any other entity for
any violation of said rules, regulations or lease provisions.
Landlord shall use reasonable efforts not to enforce any rule or
regulation in a manner which unreasonably discriminates among
similarly situated tenants.

 



 

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14. REPAIR OF DAMAGE CAUSED BY
TENANT: INDEMNIFICATION.

 


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

 


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

 

 

15. LIMITATION ON LANDLORD
LIABILITY.

 


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

 


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

 

 

16. FIRE AND OTHER
CASUALTY.

 


If the
Premises shall be damaged by fire or other casualty, other than as
a result of the negligence or misconduct of Tenant, this Lease
shall not terminate and, upon adjustment of insurance claims,
Landlord shall repair the damage to the condition existing on the
Delivery Date, provided that Landlord shall have no obligation to
repair damage to or replace Tenant's Personal Property or
Installations (as defined above). No compensation or reduction of
Rent shall be paid or allowed for inconvenience, annoyance or
injury to Tenant or Tenant's business arising from any damage to or
repair of the Premises or the Building.

 



 

21







 





 


Tenant,
at its expense, shall promptly perform, subject to delays arising
from the collection of insurance proceeds, Unavoidable Delay or
obtaining approval from any applicable governmental authority
having jurisdiction over Hazardous Materials to restore the
Premises (“Hazardous Material Clearances”), all repairs
or restoration not required to be done by Landlord and shall
promptly re-enter the Premises and commence doing business in
accordance with this Lease. Provided Tenant fully and promptly
cooperates with Landlord, following written or verbal notice to
Tenant, with all reasonable procedures Landlord deems necessary for
Landlord to obtain such Hazardous Materials Clearances, Rent shall
be abated from the date of such casualty until the Premises are
repaired and restored, in the proportion which the area of the
Premises, if any, which is not usable by Tenant bears to the total
area of the Premises, unless Landlord provides Tenant with other
space during the period of repair that is suitable for the
temporary conduct of Tenant’s business. Such abatement shall
be the sole remedy of Tenant and Tenant waives any right to
terminate this Lease by reason of damage or casualty loss. If
Tenant fails to cooperate as described herein, neither Base Rent
nor Additional Rent shall be abated until the date upon which
Landlord is able to obtain such Hazardous Materials
Clearances.

 


Notwithstanding
anything herein to the contrary, if (1) insurance proceeds are
insufficient to pay the full cost of such repair and restoration,
(2) the holder of any Mortgage fails or refuses to make insurance
proceeds available for such repair and restoration, (3) zoning or
other applicable Laws do not permit such repair and restoration, or
(4) the Building is damaged by fire or casualty (whether or not the
Premises has been damaged) to such an extent that Landlord decides,
in its sole and absolute discretion, not to rebuild or reconstruct
the Building, then Landlord, at its option, may give Tenant, within
sixty (60) days after the casualty, written notice of termination
of this Lease, and this Lease and the Term shall terminate (whether
or not the Term has commenced) upon the expiration of thirty (30)
days from the date of the notice, with the same effect as if the
new expiration date had been the Lease Expiration Date, and all
Base Rent and Additional Rent payable pursuant to Section 5 of this
Lease shall be apportioned as of such date.

 


Notwithstanding
anything herein to the contrary, if Landlord estimates that the
restoration of the Premises and the Building cannot be completed by
the two hundred seventieth (270th) day following the date of the
casualty, and all or a substantial portion of the Premises will not
be tenantable during such period, then Tenant may terminate this
Lease by written notice to Landlord, which notice shall be given by
Tenant, if at all, within ten (10) days following the date of such
estimate. If the restoration of the Premises and the Building has
not been completed by the two hundred seventieth (270th) day
following the date of the casualty, and all or a substantial
portion of the Premises is not tenantable as a result of the
casualty, Tenant may terminate this Lease by written notice to
Landlord, which notice shall be given by Tenant, if at all, within
ten (10) days following such two hundred seventieth (270th) day,
but in any event prior to Landlord’s delivery of the Premises
to Tenant with the restoration of the Premises substantially
complete.

 


If the
Premises or the Building shall be damaged by fire or other casualty
due to the negligence or misconduct of Tenant: (i) Tenant
shall not be permitted to terminate this Lease pursuant to the
immediately preceding paragraph, (ii) Landlord shall have no
obligation to repair the Premises or the Building, (iii) this
Lease shall, at Landlord's option, not terminate,
(iv) Landlord may at Tenant's expense repair the damage, and
(v) Landlord may pursue any legal and equitable remedies
available to it.

 



 

22







 





 

17. INSURANCE.

 


A. Tenant's Insurance:

 

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

 


(1)
Commercial General Liability insurance (written on an ISO
occurrence form or equivalent basis) including contractual
liability coverage insuring the obligations assumed by Tenant under
this Lease (including those set forth in Sections 14.B. and 36.B.),
premises and operations coverage, broad form property damage
coverage and independent contractors coverage, and personal injury
with a minimum of Two Million Dollars ($2,000,000) each occurrence
and Three Million Dollars ($3,000,000) general aggregate. If the
policy is a blanket policy and also covers locations other than the
Premises, the policy shall include a provision to the effect that
the aggregate limit of Three Million Dollars ($3,000,000) shall
apply separately at the Premises. The policy limits may be obtained
through any combination of primary and excess
insurance.

 


 (2) Property
Insurance written on a “Special Cause of Loss” form
covering Tenant’s business personal property, stock, and, if
applicable, inventory, and leasehold improvements at 100% of the
full replacement value written with a deductible of not more Five
Thousand Dollars ($5,000). Such property insurance shall be in an
amount not less than that required to replace all of the original
tenant improvements installed in the Premises pursuant to Exhibit C
attached hereto or Section 3 hereof, as applicable, and made a part
hereof, all Alterations and all other contents of the Premises
(including, without limitation, Tenant's trade fixtures,
decorations, furnishings, equipment and personal
property).

 


(3)
Business interruption insurance, loss of income and extra expense
insurance shall be in an amount equal to Tenant's gross earnings
for the then most recently expired twelve (12) month period, but in
no event shall any such insurance coverage be in an amount less
than the Base Rent then in effect during any Lease
Year.

 


(4)
Comprehensive automobile liability insurance (covering automobiles
owned by Tenant, if any and hired and non-owned automobiles). Such
automobile liability insurance shall be in an amount not less than
One Million Dollars ($1,000,000.00) bodily injury and property
damage for each accident.

 


(5)
worker's compensation insurance providing statutory limits as
required by the jurisdiction in which the Building is located and
employer's liability insurance with minimum limits of $500,000 each
accident, $500,000 each employee-disease and $500,000 policy
limit-disease. Such policy shall provide a waiver of subrogation in
favor of Landlord.

 



 

23







 





 

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

 


Except
for the indemnification contained in Section 36.B. hereof with
respect to Hazardous Materials, neither Landlord nor Tenant shall
be liable to the other or to any insurance company (by way of
subrogation or otherwise) insuring the other party for any loss or
damage to any building, structure or other tangible property, or
any resulting loss of income, or losses under workers' compensation
laws and benefits, even though such loss or damage might have been
occasioned by the negligence of such party or its agents or
employees. The provision of this Section 17.A.(b) shall not limit
the indemnification for liability to third parties pursuant to
Section 14 hereof. In the event of a permitted sublease or other
occupancy agreement for all or a portion of the Premises, the
subtenant or occupant shall expressly agree in writing to be bound
by the provisions of this Section 17.A.(b) (as if such subtenant or
occupant were Tenant hereunder) for the benefit of
Landlord.

 



 

24







 





 


B. Tenant's
Contractor's Insurance

 


Tenant
shall require any contractor of Tenant performing work on the
Premises to carry and maintain at no expense to Landlord, a
non-deductible:

 

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

 

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

 

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

 


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

 


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

 



 

25







 





 


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

 

 

18. CONDEMNATION.

 


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

 


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

 


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

 

 



 

26







 





 

19. DEFAULT.

 


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

 

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

 

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

 

(3) [Intentionally
omitted].

 

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

 

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

 

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

 



 

27







 





 

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

 


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

 

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

 

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

 


If
Landlord elects to terminate this Lease, everything contained in
this Lease on the part of Landlord to be done shall cease, without
prejudice to Landlord's right to recover from Tenant all Rent, as
set forth in Sections 19.C. and 19.D. below. If Landlord elects to
reenter pursuant to Section 19 above, Landlord may terminate this
Lease, or, from time to time without terminating this Lease, may
relet all or any part of the Premises as the agent of Tenant, for
such term, at such rental and upon such other provisions as
Landlord deems acceptable, with the right to make any alterations
and repairs to the Premises that Landlord deems appropriate,
including, but not limited to, restoring the Premises and Building
to a condition necessary to comply with FDA regulations and any
applicable Laws such that the Premises and Building may be relet to
another tenant without delay due to inability to obtain a permit or
certificate of occupancy, at Tenant's expense. No such reentry or
taking of possession of the Premises shall be construed as an
election to terminate this Lease, unless notice of such intention
is given pursuant to Subsection B.(2) above, or unless termination
be decreed by a court of competent jurisdiction at the instance of
Landlord. Landlord shall in no event be under any obligation to
relet any part of the Premises.

 


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

 



 

28







 





 


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

 


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

 



 

29







 





 


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

 


Landlord may, at
any time after a Default, seize and take possession of any and all
such property. If Tenant fails to redeem the property so seized by
payment of whatever sums may be due Landlord pursuant to this
Lease, then Landlord shall have the right, after twenty (20) days
written notice to Tenant to sell such personal property at public
or private sale and upon such terms and conditions as Landlord may
deem advantageous, and after the payment of all proper charges
incident to such sale, apply the proceeds thereof to the payment of
any balance due to Landlord hereunder and pay any remaining balance
to Tenant. The exercise by Landlord of the foregoing remedy shall
not discharge Tenant from any deficiency owed to Landlord, nor
shall it preclude the exercise by Landlord of any other rights and
remedies. Landlord shall not be liable to Tenant, or other owners
of property seized, for damages, general or special, if Landlord
reasonably believed it was acting lawfully in seizing property
located in the Premises. Tenant hereby agrees to indemnify,
protect, save and hold harmless Landlord and its successors,
assigns and agents from any and all liabilities, obligations,
losses, damages, claims, actions, suits, costs or expenses
(including reasonable attorney's fees) of any kind or nature
imposed on, incurred by or asserted against Landlord which in any
way relate to or arise out of a breach of Tenant's obligations
under this paragraph. In event of a termination of this Lease
following a Default by Tenant hereunder, Tenant hereby assigns any
guaranties or warranties with respect to any items of its
furniture, fixtures and equipment to Landlord, it being agreed that
Tenant shall give to Landlord any assignment or other assurance
necessary to affect Landlord’s right of direct enforcement of
any such warranty or guaranty.

 


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

 


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

 



 

30







 





 


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

 


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

 

 

20. NO WAIVER.

 


No
failure or delay by Landlord in enforcing its right to strict
performance by Tenant of every provision of this Lease or in
exercising any right or remedy hereunder, and no acceptance by
Landlord of full or partial rent during the continuance of any
Default, shall constitute a waiver of the provision or the Default,
and no provision shall be waived or modified except by a written
instrument executed by Landlord. No payment by Tenant, or receipt
by Landlord, of a lesser amount than the full Rent shall be deemed
to be other than a payment on account, notwithstanding any
endorsement or statement on any check or letter accompanying any
payment of any Rent. No waiver of any Default or settlement of any
proceeding instituted on account of any claimed Default shall
affect or alter this Lease or constitute a waiver of any of
Landlord's rights hereunder.

 

 

21. HOLDING OVER.

 


If
Tenant shall be in possession of the Premises after termination of
this Lease (whether by normal expiration of the Term or otherwise),
at Landlord's option: (i) Landlord may deem Tenant to be
occupying the Premises as a tenant from month-to-month, at the sum
of one hundred fifty percent (150%) of the Monthly Base Rent in
effect for the last full month of the Term, plus the monthly
installment of Additional Rent which is then payable pursuant to
Section 5. of this Lease, and subject to all of the other
provisions of this Lease, as applicable to a month-to-month
tenancy, and (ii) Landlord may exercise any or all remedies
for Default and at law and in equity, including but not limited to
an action against Tenant for wrongfully holding over; provided,
however, Tenant shall only be liable for consequential damages if
such holdover lasts for more than sixty (60) days following the
date of the expiration or earlier termination of this Lease. Any
such holdover shall be deemed to be a tenancy-at-sufferance and not
a tenancy-at-will or tenancy from month-to-month. In no event shall
any holdover be deemed a permitted extension or renewal of the
Term, and nothing contained herein shall be construed to constitute
Landlord's consent to any holdover or to give Tenant any right with
respect thereto.

 




 

31







 





 

22. SUBORDINATION.

 


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

 


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

 


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

 



 

32







 





 

23. ASSIGNMENT AND
SUBLETTING.

 


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

 


B. [Intentionally
Omitted.]

 


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

 



 

33







 





 


D. Expenses
and Profits; Effect of Consent:

 

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

 

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

 

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

 


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

 



 

34







 





 


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

 


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

 

 



 

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24. TRANSFER BY
LANDLORD.

 


Landlord (and any
successor or affiliate of Landlord) may freely sell, assign or
transfer all or any portion of its interest in this Lease or the
Premises, the Building or the Land and, in the event of any such
sale, assignment or transfer, shall be relieved of any and all
obligations under this Lease from and after the date of the sale,
assignment or transfer. From and after said date, Tenant shall be
bound to such purchaser, assignee or other transferee, as the case
may be, as though the latter had been the original Landlord
hereunder, provided that the purchaser, assignee or transferee
agrees to assume the obligations of Landlord
hereunder.

 

 

25. INABILITY TO
PERFORM.

 


This
Lease and Tenant's obligation hereunder shall in no way be
affected, impaired or excused, nor shall Tenant have any claim
against Landlord for damages, because Landlord, due to Unavoidable
Delays, is unable to fulfill any of its obligations under this
Lease, including, but not limited to, any obligations to provide
any services, repairs, replacements, alterations or decorations or
to supply any improvements, equipment or fixtures.

 

 

26. ESTOPPEL
CERTIFICATES.

 


Tenant
shall, without charge, within ten (10) business days after receipt
of any request therefor, execute and deliver to Landlord a
certificate stating: (i) whether this Lease is unmodified and
in full force and effect (or if there have been modifications, that
the Lease is in full force and effect and setting forth all such
modifications); (ii) whether there then exist any defenses
against the enforcement of any right of Landlord hereunder (and, if
so, specifying the same in detail); (iii) the dates to which
rent and any other charges hereunder have been paid by Tenant;
(iv) that Tenant has no knowledge of any then uncured defaults
under this Lease (or, if Tenant has knowledge of any such defaults,
specifying the same in detail); (v) that Tenant has no
knowledge of any event that will or may result in the termination
of this Lease (or if Tenant has such knowledge, specifying the same
in detail); (vi) the address to which notices to Tenant are to be
sent; and (vii) such other information as may be reasonably
requested. It is understood that any such certificate may be relied
upon by Landlord, any Mortgagee, prospective Mortgagee, Ground
Lessor, prospective Ground Lessor, or purchaser or prospective
purchaser of the Land or the Building. Not more than once a year,
Tenant, at its sole cost, shall be entitled to obtain similar
estoppel certificates from Landlord, upon which Tenant or its
designee shall be entitled to rely.

 

 

27. COVENANT OF QUIET
ENJOYMENT.

 


Landlord covenants
that it has the right to make this Lease and that, if Tenant shall
pay all Rent and perform all of Tenant's other obligations under
this Lease, Tenant shall have the right, during the Term and
subject to the provisions of this Lease, to quietly occupy and
enjoy the Premises without hindrance by Landlord or its successors
and assigns.

 



 

36







 





 

28. WAIVER OF JURY
TRIAL.

 


Landlord and Tenant
hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of them against the other with
respect to any matter arising out of or connected with this
Lease.

 

 

29. BROKERS.

 


Landlord and Tenant
each represents and warrants to the other that, except as
hereinafter set forth, neither of them has employed any broker in
procuring or carrying on any negotiations relating to this Lease.
Landlord and Tenant shall indemnify and hold each other harmless
from any loss, claim or damage relating to the breach of the
foregoing representation and warranty. Landlord recognizes only the
Broker(s) (as set forth in Section 1.K. hereof) as broker(s) with
respect to this Lease and agrees to be responsible for the payment
of any leasing commissions owed to said broker(s).

 

 

30. CERTAIN RIGHTS RESERVED BY
LANDLORD.

 


Landlord shall have
the following rights, exercisable without notice, without liability
for damage or injury to property, person or business and without
effecting an eviction, constructive or actual, or disturbance of
Tenant's use or possession of the Premises or giving rise to any
claim for set-off, abatement of Rent or otherwise:

 


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

 


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

 


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

 


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

 


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

 



 

37







 





 


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

 


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

 


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

 


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

 


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

 


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

 


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

 

 

31. NOTICES.

 


No
notice, request, approval, waiver or other communication which may
be or is required or permitted to be given under this Lease shall
be effective unless the same is in writing and hand-delivered, sent
by registered or certified mail, return receipt requested,
first-class postage prepaid, or sent with charges prepaid by a
nationally recognized air courier service, addressed to Landlord at
the Landlord Notice Address or to Tenant at the Tenant Notice
Address, as applicable, or at any other address of which either
party shall notify the other in accordance with this Section 31.
Such communications, if sent by registered or certified mail, shall
be deemed to have been given two (2) days after the date of
mailing, or if sent by a nationally recognized air courier service,
shall be deemed to have been given one (1) business day after the
date of deposit of the notice with such service. If any Mortgagee
shall notify Tenant that it is the holder of a Mortgage affecting
the Premises, no notice, request or demand thereafter sent by
Tenant to Landlord shall be effective until a copy of same shall be
sent to such Mortgagee in the manner prescribed in this Section 31
at such address as such Mortgagee shall designate.

 



 

38







 





 

32. MISCELLANEOUS
PROVISIONS.

 

A. Benefit and
Burden»


: The
provisions of this Lease shall be binding upon, and shall inure to
the benefit of, the parties hereto and each of their respective
successors and permitted assigns.

 

B. Governing Law»


: This
Lease shall be construed and enforced in accordance with the Laws
of the jurisdiction in which the Building is located.

 

C. No
Partnership»


:
Nothing contained in this Lease shall be deemed to create a
partnership or joint venture between Landlord and Tenant, or to
create any other relationship between the parties other than that
of Landlord and Tenant.

 

D. Delegation by
Landlord»


:
Wherever Landlord has the authority to take any action under this
Lease, Landlord shall have the right to delegate such authority to
others, and Landlord shall be responsible for the authorized
actions of such agents, employees and others, to the same extent as
if Landlord had taken such action itself.

 

E. Tenant Responsibility for
Agents»


: In
any case where Tenant is responsible for performing or refraining
from an act or for preventing an action or result from occurring,
Tenant shall also be responsible for any actions taken or omitted
by Tenant's agents, employees, business invitees, licensees,
contractors, subtenants, family members, guests and any other
individuals or entities present in the Building or on the Land at
Tenant's invitation.

 

F. Invalidity of Particular
Provisions»


: If
any provision of this Lease or the application thereof to any
person, entity or circumstance shall, to any extent, be held
invalid or unenforceable, the remaining provisions and the
application of such invalid or unenforceable provisions to persons,
entities and circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby. Each
provision of this Lease shall be valid and enforced to the fullest
extent permitted by law.

 



 

39







 





 

G. Counterparts»


: This
Lease may be executed in several counterparts, all of which shall
constitute one and the same document.

 

H. Entire
Agreement»


: This
Lease, and any exhibits and addenda attached hereto, embody the
entire agreement of the parties hereto, and no representations,
inducements or agreements, oral or otherwise, between the parties
not contained in this Lease or in the exhibits or addenda shall be
of any force or effect. No rights, privileges, easements or
licenses are granted to Tenant hereby, except as expressly set
forth herein.

 

I. Amendments»


: This
Lease may not be modified in whole or in part in any manner other
than by an agreement in writing.

 

J. Mortgagee's
Performance»


:
Tenant shall accept performance of any of Landlord's obligations
hereunder by any Mortgagee.

 

K. Limitation on
Interest»


: In
any case where this Lease provides for a rate of interest that is
higher than the maximum rate permitted by law, the rate specified
herein shall be deemed to equal, and the party designated as
recipient of such interest shall be entitled to receive, the
maximum rate of interest permitted by law.

 

L. Remedies
Cumulative»


: All
rights and remedies of Landlord shall be cumulative and shall not
be exclusive of any other rights or remedies of Landlord hereunder
or now or hereafter existing at law or in equity.

 

M. Annual Financial
Statements»


:
Within ten (10) days after written request from Landlord and not
more than once in any twelve (12) month period during the Term
(except in the event of any Default hereunder, or a proposed or
actual sale or financing of the Building, the Land or both) Tenant
shall submit to Landlord an audited financial statement covering
the preceding calendar year, which has been prepared in accordance
with generally accepted accounting principles by an independent
certified public accountant. Notwithstanding the foregoing, if
Tenant is an entity that is domiciled in the United States of
America, and whose securities are funded through a public
securities exchange subject to regulation by the United States of
America publicly traded over exchanges based in the United States
and whose financial statements are readily available at no cost to
Landlord, the terms of this Section 32.M. shall not
apply.

 



 

40







 





 

N. Construction of
Lease»


: There shall be no presumption that
this Lease be construed more strictly against the party who itself
or through its agent prepared it. Landlord and Tenant hereby agree
that all parties hereto have participated in the preparation of
this Lease and that each party had the opportunity to consult legal
counsel before the execution of this Lease.

 

O. Time of the
Essence»


: Time is of the essence with respect
to each of Tenant’s obligations hereunder.

 

P. Effect of Deletion of
Language»


: The deletion of any printed, typed or
other portion of this Lease shall not evidence the parties'
intention to contradict such deleted portion. Such deleted portion
shall be deemed not to have been inserted in this
Lease.

 

Q. Authority»


: Tenant and the person executing and
delivering this Lease on Tenant's behalf each represents and
warrants that such person is duly authorized to so act; that Tenant
is duly organized, is qualified to do business in the jurisdiction
in which the Building is located, is in good standing under the
Laws of the state of its organization and the Laws of the
jurisdiction in which the Building is located, and has the power
and authority to enter into this Lease; and that all action
required to authorize Tenant and such person to enter into this
Lease has been duly taken.

 


 

R. Qualified
Leases»


: The parties intend that all payments
made to Landlord under this Lease will qualify as rents from real
property for purposes of Sections 512(b)(3) and 856(d) of the
Internal Revenue Code of 1986, as amended (“Qualified
Rents”). If Landlord, in its sole discretion, advises Tenant
that there is any risk that all or part of any payments made under
this Lease will not qualify as Qualified Rents, Tenant agrees (i)
to cooperate with landlord to restructure this Lease in such manner
as may be necessary to enable such payments to be treated as
Qualified Rents, and (ii) to permit an assignment of this Lease, in
each case provided such restructuring or assignment will not have a
material economic impact on Tenant.

 


S. Prohibited Persons and
Transactions


:
Tenant represents and warrants that neither Tenant, nor any of its
affiliates, partners, members, shareholders or other equity owners,
and none of their respective employees, officers, directors,
representatives or agents is, nor will they become, a person or
entity with whom U.S. persons or entities are restricted from doing
business under regulations of the Office of Foreign Assets Control
(“OFAC”) of the Department
of the Treasury (including those named on OFAC’s Specially
Designated Nationals and Blocked Persons List) or under any
statute, executive order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), or
other governmental action and is not and will not assign or
otherwise transfer this Lease to, contract with or otherwise engage
in any dealings or transactions or be otherwise associated with
such persons or entities. Landlord represents and warrants that
there exists no direct foreign ownership of the entity comprising
Landlord as of the date of this Lease. Landlord represents that it
will not lease space in, or sell the Property or any interest
therein, to a person or entity with whom Landlord is restricted
from doing business with under OFAC (including, but not limited to,
those named on OFAC's Specially Designated and Blocked Persons
list).

 



 

41







 





 


T. Confidentiality


: The parties acknowledges that the
terms and conditions of this Lease are to remain confidential for
the benefit of both Landlord and Tenant, and may not be disclosed
to anyone, by any manner or means, directly or indirectly, without
the other party’s prior written consent; however, either
party may disclose the terms and conditions of this Lease to its
partners, attorneys, accountants, employees and existing or
prospective lenders, financial partners, purchasers, or if required
by Law or court order, provided all parties to whom such party is
permitted hereunder to disclose such terms and conditions are
advised by such party of the confidential nature of such terms and
conditions and agree to maintain the confidentiality thereof (in
each case, prior to disclosure).

 

 

33. LENDER APPROVAL.

 


If the
Mortgagee fails to give its consent to this Lease, Landlord shall
have the right, at its sole option, to terminate and cancel this
Lease. Such option shall be exercisable by Landlord by written
notice to Tenant of such termination, whereupon this Lease shall be
deemed cancelled and terminated, and both Landlord and Tenant shall
be relieved of any and all liabilities and obligations
hereunder.

 

 

34. PARKING.

 


A. Use of Parking.

 

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

 



 

42







 





 

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

 

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

 

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

 



 

43







 





 


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

 


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

 

 

35. SECURITY DEPOSIT.

 


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

 


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

 



 

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36. HAZARDOUS
MATERIALS.

 


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

 


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

 


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

 



 

45







 





 


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

 


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

 


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

 



 

46







 





 


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

 


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

 

 

37. [INTENTIONALLY
OMITTED.]

 

 

38. NO RECORDATION.

 


Tenant
shall not record or attempt to record this Lease or any memorandum
hereof in any public records without the prior written approval of
Landlord, which may be denied in Landlord's sole and absolute
discretion. In the event that Landlord grants its approval to
record this Lease or a memorandum hereof, Tenant shall pay all
recordation fees, taxes and charges in connection with such
recordation.

 

 

39. SIGNS.

 


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

 



 

47







 





 


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

 

 

40. SURRENDER.

 


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

 



 

48







 





 


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

 


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

 

 

41. OPTION TO EXTEND.

 


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

 



 

49







 





 


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

 


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

 



 

50







 





 


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

 

 

42. ROOF RIGHTS; RISER
SPACE.

 


DD. Roof-top
Equipment:

 

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

 



 

51







 





 

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

 

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

 

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

 



 

52







 





 

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

 

(6) [Intentionally
Omitted].

 

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

 

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

 

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

 


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

 



 

53







 





 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 



 

54







 





 

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

 

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

 

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

 

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

 

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

 

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

 


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

 


[Signatures
appear on the following page.]

 


 







55








 






 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Lease under
seal as of the day and year first above written.

 


	

WITNESS:

	
 

	

LANDLORD:


	
 

	
 

	
 


	
 

	
 

	

IPX
MEDICAL CENTER DRIVE INVESTORS, LLC, a Delaware limited liability
company


	
 

	
 

	
 


	
 

	
 

	
 


	

By:

	
 

	
 

	

By:

	
 


	

Name:

	
 

	
 

	

Name:

	
 


	
 

	
 

	
 

	

Its:

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	

ATTEST:

	
 

	

TENANT:


	
 

	
 

	
 


	

[Corporate
Seal]

	
 

	

CELLULAR
BIOMEDICINE GROUP, INC., a Delaware corporation


	
 

	
 

	
 


	
 

	
 

	
 


	

By:

	
 

	
 

	

By:

	
 


	

Name:

	
 

	
 

	

Name:

	
 


	

Title:

	
 

	
 

	

Its:

	
 







 




 


56










 










 



EXHIBIT A



PREMISES PLAN SHOWING LOCATION ON FIRST FLOOR

 


 




 


 




A-1












 







EXHIBIT B



DECLARATION BY LANDLORD AND TENANT

 


AS TO
DATE OF DELIVERY AND ACCEPTANCE OF

 


POSSESSION,
LEASE COMMENCEMENT DATE, ETC.

 


THIS
DECLARATION made this ______ day of ________________, 20__ is
hereby attached to and made a part of the Lease dated the _____ day
of _______________  ,
20___ (the “Lease”), entered into by and between IPX
MEDICAL CENTER DRIVE INVESTORS, LLC, a Delaware limited liability
company, as Landlord, and CELLULAR BIOMEDICINE GROUP, INC., a
Delaware corporation, as Tenant. All terms used in this Declaration
have the same meaning as they have in the Lease.

 

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

 

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

 

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

 

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

 

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


 


	

WITNESS:

	
 

	

LANDLORD:


	
 

	
 

	
 


	
 

	
 

	

IPX
MEDICAL CENTER DRIVE INVESTORS, LLC, a Delaware limited liability
company


	
 

	
 

	
 


	
 

	
 

	
 


	

By:

	
 

	
 

	

By:

	
 


	

Name:

	
 

	
 

	

Name:

	
 


	
 

	
 

	
 

	

Its:

	
 


	
 

	
 

	
 


	

ATTEST:

	
 

	

TENANT:


	
 

	
 

	
 


	

[Corporate
Seal]

	
 

	

CELLULAR
BIOMEDICINE GROUP, INC., a Delaware corporation


	
 

	
 

	
 


	
 

	
 

	
 


	

By:

	
 

	
 

	

By:

	
 


	

Name:

	
 

	
 

	

Name:

	
 


	

Title:

	
 

	
 

	

Its:

	
 






 


[NOTE:
NOT TO BE EXECUTED
AT TIME OF EXECUTION OF LEASE]


 




B-1












 










 



EXHIBIT C

 



WORK AGREEMENT

 


THIS
WORK AGREEMENT is hereby attached to and made part of the Office
Lease dated                    ,
2019, entered into by and between IPX MEDICAL CENTER DRIVE
INVESTORS, LLC, a Delaware limited liability company, as Landlord,
and CELLULAR BIOMEDICINE GROUP, INC., a Delaware corporation, as
Tenant (the "Lease"). All terms used in this Work Agreement have
the same meaning as they have in the Lease.

 

1. ARCHITECTURAL
DESIGN SERVICES.

 


Tenant
shall provide a space plan and completed, finished and detailed
architectural drawings and specifications for all work to be
provided by Tenant under Paragraph 4 hereof (the "Architectural
Drawings and Specifications"), which Architectural Drawings and
Specifications shall be completed at Tenant's sole cost and
expense, which shall be payable out of the Tenant Allowance (as
hereinafter defined) to the extent that funds are available
therefrom for such purpose. All such Architectural Plans and
Specifications are expressly subject to Landlord's review and
written approval, which approval shall not be unreasonably
withheld, conditioned or delayed with respect to any proposed work
which does not affect any of the structural components of the
Building or any of the Building's heating, ventilating, air
conditioning, electrical, mechanical, plumbing, fire and life
safety or other systems. Landlord shall grant or deny such approval
in writing within ten (10) business days following Landlord's
receipt of the proposed Architectural Drawings and
Specifications.

 

2. ENGINEERING DESIGN
SERVICES.

 


Tenant,
at Tenant's sole cost and expense, which shall be payable out of
the Tenant Allowance (as hereinafter defined) to the extent that
funds are available therefrom for that purpose, shall provide the
design services of a licensed professional engineer, to prepare
complete mechanical and electrical plans and specifications, as
necessary for Tenant's Work (as hereinafter defined) to be
performed pursuant to Paragraph 3 hereof (the "Engineering Plans
and Specifications"). Any and all such Engineering Plans and
Specifications are expressly subject to Landlord's review and
written approval, which approval shall not be unreasonably
withheld, conditioned or delayed with respect to any proposed work
which does not affect any of the structural components of the
Building or any of the Building's heating, ventilating, air
conditioning, electrical, mechanical, plumbing, fire and life
safety or other systems. Landlord shall grant or deny such approval
in writing within ten (10) business days following Landlord's
receipt of the proposed Engineering Plans and
Specifications.

 



 

C-1







 





 

3. TENANT'S
WORK.

 


The
Architectural Drawings and Specifications and the Engineering Plans
and Specifications, as approved by Landlord, shall thereupon
collectively constitute the "Tenant's Plans". Tenant shall improve
the Premises in accordance with the Tenant’s Plans. The work
set forth in the Tenant’s Plans is hereinafter referred to as
“Tenant’s Work”. From and after the date of
Landlord’s approval of the Tenant’s Plans, any changes
to the Tenant’s Plans shall not be binding unless approved in
writing by both Landlord and Tenant. Landlord’s approval of
the Tenant’s Plans shall constitute approval of
Tenant’s design concept only and shall in no event be deemed
a representation or warranty by Landlord as to whether the
Tenant’s Plans comply with any and all legal requirements
applicable to the Tenant’s Plans and Tenant’s
Work.

 


In the
performance of Tenant’s Work, Tenant shall comply with all
applicable laws, codes and regulations. Tenant shall obtain all
permits, certificates and other governmental approvals from all
governmental entities having jurisdiction thereover which are
necessary for the prosecution and completion of Tenant’s
Work. Tenant’s Work shall include, but not be limited to, the
cost of all permits and governmental inspections, all architectural
and engineering fees, the preparation and delivery to Landlord of a
complete set of “as-built” plans showing Tenant’s
Work, in hard copy and an electronic version thereof which is
acceptable to Landlord (the "As-Built Plans") (which As-Built Plans
shall be delivered to Landlord not later than the tenth (10th) day
following the substantial completion of Tenant’s
Work).

 


Prior
to commencing Tenant’s Work, Tenant shall provide to Landlord
the name and address of each contractor and subcontractor which
Tenant intends to employ to perform Tenant’s Work, the use of
which subcontractors and contractors shall be subject to
Landlord’s prior written approval, which shall not be
unreasonably withheld, conditioned or delayed if (1) the contractor
or subcontractor is properly licensed, (2) Landlord has had no
prior experience with such contractor or subcontractor which was
unsatisfactory to Landlord and (3) Landlord knows of no prior
unsatisfactory experience that a third party has had with such
contractor or subcontractor. Prior to the commencement of any of
Tenant’s Work, Tenant shall deliver to Landlord, with respect
to each contractor and subcontractor which Tenant intends to employ
to perform any of Tenant’s Work, a certificate of insurance
from each such contractor or subcontractor specifying Landlord as a
named insured and evidencing that each such contractor or
subcontractor has obtained the insurance coverages described in
Section 17.B. of the Lease. Tenant shall not be obligated to use
union labor in connection with Tenant’s Work.

 


Said
contractors and subcontractors shall also comply with other
reasonable industry requirements of Landlord. Tenant shall pay to
Landlord a coordination fee in an amount equal to one percent (1%)
of the cost of the Tenant Allowance (as hereinafter defined) (the
"Coordination Fee"), which Coordination Fee shall be deducted from
the Tenant Allowance to the extent that funds are available
therefrom for such purpose or otherwise paid directly by Tenant to
Landlord upon the substantial completion of Tenant’s
Work.

 

 

4. TENANT
ALLOWANCE.

 


Landlord shall make
available for the performance of Tenant's Work, and for the other
purposes hereinafter specified, an allowance (the "Tenant
Allowance") in an amount equal to the product of (i) One
Hundred Thirty Dollars ($130.00) multiplied by (ii) the number
of rentable square feet comprising the Premises. Tenant shall
perform Tenant’s Work and shall pay directly to its general
contractor and other service providers and vendors the cost of
performing all improvements shown and contemplated by the Tenant's
Plans, including, but not limited to, the cost of all permits and
governmental inspections, all architectural and engineering fees,
the preparation and delivery to Landlord of the As-Built Plans, as
provided in Paragraph 3 of this Work Agreement, and the
Coordination Fee, all of which costs shall be payable out of the
Tenant Allowance to the extent that the Tenant Allowance is
sufficient for that purpose, and any excess amount of which costs
shall be paid directly by Tenant; provided, however, that (i) the
portion of the Tenant Allowance which may be used for cabling,
moving-related costs, furniture, fixtures and equipment, consultant
fees and any other soft costs shall not in the aggregate exceed an
amount equal to Twelve Dollars ($12.00) multiplied by (ii) the
number of rentable square feet comprising the Premises (the
“Permitted Soft Costs Portion”).


 



 

C-2







 





 


Landlord shall pay
the Tenant Allowance to Tenant in installments not more than once
in any thirty (30) day period following Tenant’s completion
of portions of Tenant’s Work and Landlord’s receipt
from Tenant of (i) invoices reasonably evidencing work or services
performed with respect to the portion of Tenant’s Work for
which Tenant is seeking payment, (ii) receipted bills or other
evidence that the aforesaid invoices have been paid in full, (iii)
waivers or releases of liens from each of Tenant’s
contractors, subcontractors and suppliers in connection with the
work performed or materials supplied as evidenced by the aforesaid
invoices, (iv) an architect’s certification that the portion
of Tenant’s Work for which reimbursement has been requested
has been finally completed, including (with respect to the last
application for payment only) any punch-list items, on the
appropriate AIA form or another form approved by Landlord, and (v)
with respect only to the payment of the final ten percent (10%) of
the Tenant Allowance, the delivery of the As-Built Plans, and
copies of all final inspectional sign-offs for the Tenant’s
Work performed by applicable governmental authorities. Landlord
shall have the right to retain ten percent (10%) of the amount of
the hard costs of Tenant’s Work contained in each such
request until completion of Tenant’s Work. All of the
retained amounts shall be paid to Tenant upon completion of
Tenant’s Work and satisfaction of the other requirements of
this Exhibit C. Notwithstanding the foregoing, in the event that
Tenant is retaining amounts which are at least equal to those
required by the immediately preceding sentence from Tenant’s
general contractor and Tenant’s payment request reflects such
retainage, then Landlord shall not impose an additional retainage
upon such payment request. The portion of the Tenant’s Work
which shall be payable out of the Tenant Allowance for each
disbursement shall be an amount equal to the portion of the
Tenant’s Work which has been completed multiplied by a
fraction, the numerator of which is the amount of the Tenant
Allowance and the denominator of which is the total cost of
Tenant’s Work as set forth in the Tenant’s contract
with its general contractor for Tenant’s Work, including any
change orders in determining such total amount of Tenant’s
Work, and Tenant shall be obligated to pay from another source of
funds the remaining costs for such portion of Tenant’s Work
which are not paid for from the Tenant Allowance (in accordance
with the remaining provisions of this paragraph). For example, if
the total cost of Tenant’s Work is estimated to be an amount
equal to One Hundred Dollars ($100.00) per square foot of rentable
area comprising the Premises, and the Tenant Allowance is an amount
equal to Eighty Dollars ($80.00) per square foot of rentable area
comprising the Premises, then, for each disbursement of the Tenant
Allowance, Landlord shall pay from the Tenant Allowance (to the
extent available for such purpose), eighty percent (80%) of such
costs and Tenant shall pay from another source of funds the
remaining twenty percent (20%) of such costs. Prior to Landlord's
disbursing any portion of the Tenant Allowance to Tenant or
Tenant’s general contractor, in addition to the other
requirements for disbursement set forth herein, Tenant shall
provide to Landlord evidence reasonably acceptable to Landlord that
all furniture, fixtures and equipment that will be incorporated
into the Premises for use in the operation of the business from the
Premises is being paid for from Tenant's own source of funds, is
lien free and is not subject to any encumbrances or other rights of
third parties whatsoever. Once Tenant has provided such evidence to
Landlord of Tenant’s ownership interests in all furniture,
fixtures and equipment as required by this paragraph, and provided
that Tenant has obtained and delivered to Landlord lien waivers for
such work together with other evidence reasonably satisfactory to
Landlord that such funds have been expended by Tenant's own source
of funds and not from financing from any third party, and otherwise
satisfied Landlord’s reasonable requirements with respect to
all Tenant’s Work as set forth herein, Landlord shall
disburse the Tenant Allowance, in accordance with, and subject to,
the requirements set forth herein. All Tenant's Work (including any
furniture, fixtures and equipment installed as part of Tenant's
Work) shall be subject to Landlord's rights as set forth in Section
19.F of the Lease. Any portion of the Tenant Allowance as to which
disbursement has not been properly requested prior to the first
anniversary of the Lease Commencement Date shall be deemed to have
been forfeited by Tenant and shall no longer be available to
Tenant. Tenant shall have no right to receive any portion of the
Tenant Allowance at any time that Tenant is in default under the
Lease.

 



 

C-3







 





 

5. DEMOLITION
ALLOWANCE.

 


Tenant,
as part of Tenant’s Work, shall be responsible for the
demolition of certain existing improvements currently located in
the Premises in accordance with Tenant’s Plans (the
“Demolition Work”). The Demolition Work shall be
performed by Tenant, at Tenant’s cost and expense, the cost
of which may be paid from the Tenant Allowance to the extent
available for such purpose; provided, however, that Landlord shall
also provide Tenant with an additional allowance (the
“Demolition Allowance”) in the amount of Four Dollars
($4.00) per rentable square foot in the Premises, which shall be
added to the Tenant Allowance and paid subject to the same terms as
are applicable to the Tenant Allowance.

 

6. CHANGES IN TENANT'S
WORK.

 


Tenant
shall not have the right to order extra work or change orders with
respect to the construction of Tenant’s Work without the
prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. Tenant shall pay for
any and all increases in the actual cost of constructing
Tenant’s Work occasioned by a change to the Tenant's Plans
requested by Tenant.

 

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

 


Landlord shall
provide Tenant with non-exclusive access to its proportionate share
of those existing vertical chases in the Building designated by
Landlord for the installation by Tenant of Tenant’s outside
air and exhaust systems to be installed by Tenant as part of
Tenant’s Work in accordance with this Work Agreement, which
installation shall be at Tenant’s sole cost and expense,
subject to reimbursement from the Tenant Allowance to the extent
available for such purpose. Landlord shall expand the existing
vertical chases and/or provide new vertical chases, at
Landlord’s sole cost and expense, to the extent necessary to
accommodate Tenant’s outside air and exhaust systems, as
determined by Landlord in connection with its approval of
Tenant’s Plans.

 



 

C-4







 





 


As part
of Tenant’s Work, Tenant shall be permitted to connect its
lab drain lines to the existing monitoring port for the Building on
a non-exclusive basis, at Tenant’s sole cost and expense,
subject to reimbursement from the Tenant Allowance to the extent
available for such purpose. If Tenant is required by a regulatory
agency to install a specific monitoring port for Tenant’s lab
drain lines, such monitoring port shall be installed by Tenant, as
Tenant’s sole cost and expense, subject to reimbursement from
the Tenant Allowance to the extent available for such purpose, as
part of Tenant’s Work in accordance with the provision of
this Work Agreement.

 


Landlord shall
provide, at Landlord’s sole cost and expense, an emergency
back-up panel to service the Premises at not less than four (4)
watts per square foot of space in the Premises (the
“Emergency Back-Up Panel”). The Emergency Back-Up Panel
shall be (i) installed and connected to by Tenant as part of
Tenant’s Work, at Tenant’s sole cost and expense,
subject to reimbursement from the Tenant Allowance to the extent
available for such purpose, and (ii) operated (including the cost
of all utilities), repaired, maintained and replaced by Tenant, at
Tenant’s sole cost and expense, in accordance with Section
7.A. of the Lease.

 

8. LANDLORD’S
LOADING AREA WORK.

 


On or
before the Lease Commencement Date, Landlord, at its sole cost and
expense, shall install LVT or other similar flooring in the Common
Area hallway leading from the loading dock for the Building to the
Premises and install protective corner guards through such hallway
and protective kickplates on all doors leading to the Premises
which are located in the Common Area hallway leading from the
loading dock to the Premises. The scope of such work and the
materials to be used in connection therewith shall be determined by
Landlord, in its sole discretion.

 


[Signatures Appear
on Following Page.]

 


 







C-5








 






 


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Work
Agreement under seal as of the day and year first above
written.

 


	WITNESS:
	LANDLORD:
	
 

	
 


	
 

	


IPX
MEDICAL CENTER DRIVE, LLC, a Delaware limited liability
company 





	
	
 


	By:
	

By:                                                                                                                                





Name:                                                                







Its:                                                                












 

                                                                           






	ATTEST:
	TENANT:
	
 

	
 


	[Corporate
Seal]
	CELLULAR
BIOMEDICINE GROUP, INC., a Delaware corporation
	
 

	
 


	
 

	
 


	
By:                                                   




Name:                                              



Its:                                                  

 

	

By:                                                   



Name:                                              



Its:                                                  

 







 



 

                                                                           



 


 







C-6








 






 



EXHIBIT D



BUILDING/PROJECT RULES AND REGULATIONS

 




1.

No sign, placard,
picture, advertisement, name or notice shall be installed or
displayed on any part of the exterior of the Project or interior
common areas of the Building without the prior written consent of
Landlord. Landlord shall have the right to remove, at
Tenant’s expense and without notice, any sign installed or
displayed in violation of this rule. All approved sings or
lettering on doors and walls, shall be printed, painted, affixed or
inscribed at the expense of Tenant by a person chosen by
Landlord.





 




2.

No awning shall be
permitted on any part of the Premises. Tenant shall not place
anything against, near or on any glass partitions, doors, windows
or window sills which may appear unsightly from outside the
Premises and Tenant is specifically prohibited from sitting or
placing anything on the window sills of the Premises. Tenant shall
not obstruct any windows, doors, partitions or lights within the
Premises which admit or reflect light into the hallways or other
common areas of the Building. Tenant shall not attach or hand any
curtains, blinds, shades, or screens used in connection with any
window or door of the Premises without first obtaining the written
consent of Landlord. Said curtains, blinds or shades must be of a
quality, type, design and color and attached in a manner approved
by Landlord.





 




3.

Landlord shall
retain the right to control and prevent access to the Building of
all persons whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation and interest of
the Building and its tenants; provided that nothing herein
contained shall be construed to prevent such access to persons with
whom any tenant normally deals in the ordinary course of its
business, unless such persons are engaged in illegal activities. No
tenant and no employee or invitee of any tenant shall go upon the
roof of the Building.





 




4.

All cleaning and
janitorial services for the Building and the Premises shall be
provided exclusively through Landlord, and except as provided in
the Lease or otherwise with the written consent of Landlord, no
person or persons other than those approved by Landlord shall be
employed by Tenant or permitted to enter the Building for the
purpose of cleaning the same. Tenant shall not cause any
unnecessary labor by carelessness or indifference to the good order
and cleanliness of the Premises. Landlord shall not in any way be
responsible to any Tenant for any loss of property on the Premises,
however occurring, or for any damage to any Tenant’s property
by the janitor or any other employee or any other
person.





 




5.

Landlord shall
furnish Tenant, free of charge, a key to each door lock in the
Premises. Landlord may charge an additional amount $2 per key for
additional keys requested by Tenant. Tenant shall not alter any
lock or install a new additional lock or bolt in the entrance door
of its Premises without written consent of Landlord. Tenant upon
termination of its tenancy, shall deliver to Landlord the keys of
all doors which have been furnished to Tenant, and in the event of
loss of any keys so furnished, shall pay Landlord
therefor.





 



 

D-1







 





 




6.

If Tenant requires
telegraphic, telephonic, burglar alarm or similar services, it
shall first obtain, and comply with, Landlord’s instructions
in their installation.





 




7.

Any freight
elevator shall be available for use by all tenants in the Building,
subject to such reasonable scheduling as Landlord in its discretion
shall deem appropriate. No equipment, furniture or other bulky
property will be received in the Building or carried in the
elevators except between such hours and in such elevators as may be
designated by Landlord.





 




8.

Tenant shall not
place a load upon any floor of the Premises which exceeds the load
per square foot which such floor was designed to carry as provided
in the Lease and which is allowed by law. Landlord shall have the
right to prescribe the weight, size and position of all equipment,
materials, furniture or other property brought into the Building.
Heavy objects shall, if considered necessary by Landlord, stand on
such platforms as determined by Landlord to be necessary to
properly distribute the weight. Business machines and mechanical
equipment belonging to Tenant, which cause noise or vibration that
may be transmitted to the structure of the Building or to any space
therein to such a degree as to objectionable to Landlord or to any
tenants in the Building, shall be placed and maintained by Tenant,
at Tenant’s expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration. The persons
employed to move such equipment in or out of the Building must be
acceptable to Landlord. Landlord will not be responsible for loss
of, or damage to, any such equipment or other property from any
cause, and all damage done to the Building by maintaining or moving
such equipment or other property shall be repaired at the expense
of Tenant.





 




9.

Tenant shall not
use or keep in the Premises any kerosene, gasoline or inflammable
or combustible fluid or material other than those limited
quantities necessary for the operation or maintenance of office
equipment. Tenant shall not use or permit to be used in the
Premises any foul or noxious gas or substance, or permit or allow
the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by
reason of noise, odors or vibrations, mot shall Tenant bring into
or keep in or about the Premises any birds or animals.





 




10.

Unless otherwise
agreed to within the Lease, Tenant shall not use any method of
heating or air-conditioning other than that supplied by
Landlord.





 




11.

Tenant shall
cooperate fully with Landlord to assure the most effective
operation of the Building’s heating and air-conditioning and
to comply with any government energy-saving rules, laws or
regulations of which Tenant has actual notice, and shall refrain
from attempting to adjust controls other than room thermostats
installed for Tenant’s use. Tenant shall use reasonable
efforts to keep corridor doors closed, and shall close window
coverings at the end of each business day.





 



 

D-2







 





 




12.

Landlord reserves
the right to exclude from the Building between the hours of 6 p.m.
and 8 a.m. the following day, or such other hours as may be
established from time to time by Landlord, and on Sundays and
Building Holidays, any person unless that person is known to the
person or employee in charge of the Building and has a pass or is
properly identified. Tenant shall be responsible for all persons
for whom it requests passes and shall be liable to Landlord for all
acts of such persons. Landlord shall not be liable for damages for
any error with regard to the admission or exclusion from the
Building of any person. Landlord reserves the right to prevent
access to the Building in case of invasion, mob, riot, public
excitement or other commotion by closing the doors or by other
appropriate actions.





 




13.

Tenant shall use
reasonable efforts to close and lock the doors of the Premises and
entirely shut off all water faucets or other water apparatus, and
electricity, gas, or air outlets before tenant and its employees
leave the Premises. Tenant shall be responsible for any damage or
injuries sustained by other tenants or occupants of the Building or
by Landlord for noncompliance with this rule.





 




14.

The toilet rooms,
toilets, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and
no foreign substance of any kind whatsoever shall be thrown
thereto. The expense of any breakage, stoppage or damage resulting
from the violation of this rule shall be borne by the tenant who,
or whose employees or invitees shall have caused it.





 




15.

Tenant shall not
sell or permit the sale at retail, of newspapers, magazines,
periodicals, theatre tickets or any other goods or merchandise to
the general public (except for Tenant’s members) in or on the
Premises. Tenant shall not make any room-to-room solicitation of
business from other tenants in the Building; provided, Tenant may
make sales in response to telephone, telefax or internet orders
received by Tenant at the Premises.





 




16.

Tenant shall not
install any radio or television antenna, loudspeaker or other
device on the roof or exterior walls of the Building, except as
otherwise provided in the Lease. Tenant shall not interfere with
radio or television broadcasting or reception from or in the
Building or elsewhere.





 




17.

Tenant shall not in
any way deface the Premises or any part thereof. Landlord reserves
the right to direct electricians as to where and how telephone and
telegraph wires are to be introduced to the Premises. Tenant shall
not cut or bore holes for wire. Tenant shall not affix any floor
covering to the floor of the Premises in any manner except as
approved by Landlord. Tenant shall repair any damage resulting from
noncompliance with this rule.





 




18.

Except as permitted
in the Lease, Tenant shall not install, maintain or operate upon
the Premises any vending machine without the written consent of
Landlord.





 




19.

Canvassing,
soliciting and distribution of handbills or any other written
material and peddling in the Building are prohibited, and each
tenant shall cooperate to prevent same.





 



 

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20.

Landlord reserves
the right to exclude or expel from the Building any person who, in
Landlord’s judgment, is intoxicated or under the influence of
liquor or drugs or who is in violation of any of the Rules and
Regulations of the Building.





 




21.

Tenant shall store
all its trash and garbage within the Premises. Tenant shall not
place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and
garbage disposal. All garbage and refuse disposal shall be made in
accordance with direction issued from time to time by
Landlord.





 




22.

The Premise shall
not be used for the storage of merchandise held for sale to the
general public, except for publications or for lodging or for
manufacturing of any kind, nor shall the Premises be used for any
improper, immoral or objectionable purpose. No cooking shall be
done or permitted by any tenant on the Premises, except that use by
Tenant of Underwriters’ Laboratory approved equipment for
brewing coffee, tea, hot chocolate and similar beverages or use of
a microwave oven shall be permitted provided that such equipment
and use is in accordance with all applicable federal, state, county
and city laws, codes, ordinances, rules and
regulations.





 




23.

Tenant shall not
use in any space or in public halls of the Building any hand trucks
except those equipped with rubber tires and side guards or such
other material-handling equipment as Landlord may approve. Tenant
shall not bring any other vehicle of any kind into the
Building.





 




24.

Without the written
consent of Landlord, Tenant shall not use the name of the Building
in connection with or in promoting or advertising the business of
Tenant except as Tenant’s address.





 




25.

Tenant shall comply
with all safety fire protection and evacuation procedures and
regulations established by Landlord or any government
agency.





 




26.

Tenant assumes any
and all responsibilities for protecting the Premises from theft,
robbery and pilferage.





 




27.

The requirements of
Tenants will be attended to only upon written application to the
office of the Building Manager by an authorized
individual.





 




28.

Tenant shall not
park its vehicles in any parking areas designated by Landlord as
areas for parking by visitors to the Building or the
Project.





 




29.

Any single delivery
or shipment to the loading docks that would exceed thirty (30)
minutes shall be scheduled in advance with Landlord.





 












D-4








 











EXHIBIT E



CLEANING SPECIFICATIONS

 


 





 

E-1







 





 



 







E-2








 







EXHIBIT F



LOCATION OF TENANT’S EXTERIOR SIGNAGE


 




 




F-1












 










 



EXHIBIT G



WORK RULES AND REGULATIONS


 




1.

GENERAL





 




A.

No work is
permitted to be performed until the Construction Supervisor has
received two (2) sets of the Final Plans.





 




B.

All modifications
to the Building or to any Building systems and equipment must be
compliant with Laws and approved in writing by Landlord in
accordance with the Lease.





 




C.

Impairments to
fire/life safety systems and hot work conducted during the project
will be conducted in accordance with the requirements of the
Landlord’s insurance loss control programs as stated in these
Work Rules and Regulations.





 




D.

Mechanical
fastening is not permitted to the existing curtain wall and or
window systems.





 




E.

Building standard
soffit is to be installed at perimeters and any areas with windows
and curtain wall.





 




F.

In the event a
window/curtain wall is removed or a penetration in the roof/walls
is completed, a mold inspection/certification report will be
required to be completed by the General Contractor and copies
provided to Landlord.





 




G.

Prior to the work
commencing, a building permit, and all other required trade permits
must be obtained and displayed, a certificate of insurance from the
General Contractor must be furnished to Landlord evidencing the
insurance required by the Lease and the General Contractor has
filed with Landlord its written safety plan complying with these
Work Rules and Regulations. During the performance of the
Tenant’s Work all inspections must be performed to satisfy
permit requirements.





 




H.

No later than sixty
(60) days after the completion of the Tenant’s Work, the
General Contractor shall furnish Landlord with one set of
reproducible and two (2) sets of blue-line prints showing the final
as-built construction work performed together with an AutoCAD
Computer Assisted Drafting and Design System (or other compatible
system or medium) using naming conventions issued by the American
Institute of Architects in June 1990 (or other reasonable naming
convention) and magnetic computer media of such record drawings and
specifications, translated into DXF format or another format
acceptable to Landlord.





 



 

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I.

The Construction
Supervisor must be notified by the General Contractor of all work
scheduled and shall be provided with a list of all personnel
working on the Premises.





 




J.

No work is
permitted to be performed between 8:00 a.m. and 6:00 p.m. which
will materially disturb or materially inconvenience other tenants
in the Building (e.g. core drilling, shooting track, noxious odors,
etc.), except so long as there are no other tenant occupying the
Building. The Construction Supervisor must pre-approve, in its
reasonable judgment, any work that entails significant noise or
vibration. Construction operations requiring curing of compounds
that emits noxious odors must include work plan ventilation,
stand-by and security as required by building
operations.





 




K.

Before any new
electrical or mechanical equipment is installed in the Building,
the General Contractor must submit a copy of the
manufacturer’s data sheet to the Construction Supervisor. Any
structural modifications or design modifications shall be performed
at Tenant’s sole cost and expense and should be included as
part of the Final Plans.





 




L.

All carts must be
furnished with pneumatic tires.





 




M.

Smoking is not
allowed in the Building.





 




N.

Intentionally
omitted.





 




O.

The General
Contractor must furnish the Construction Supervisor with a list of
all sub-contractors, including emergency phone and/or pager numbers
prior to commencing the work.





 




P.

The General
Contractor must provide an on-site project superintendent at all
times during which construction work is in progress. This
supervisor must be knowledgeable of the project’s scope of
work and have adequate on-site reference materials such as plans
and specifications.





 




Q.

All workers must be
dressed appropriately when working in an occupied building. Shirts
must be worn at all times.





 




R.

Any work that
requires access to another tenant’s space must be first
coordinated through the Construction Supervisor. All cost
associated with security or building engineer services shall be
charged to the General Contractor.





 




S.

Any roof related
work must be performed by Landlord’s designated contractor
and details for penetration of the roof must be submitted for
approval in accordance with the terms of the Lease and these Work
Rules and Regulations. All details will conform with
manufacturer’s recommendations and be performed in a
workmanlike manner so as not to void or interrupt the roof
warranty.





 



 

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T.

Dumping of
construction debris into any portion of the Building or the Land
not specifically designated for same is strictly prohibited. All
rubbish refuse and debris is to be removed by a licensed hauler to
regulated/licensed landfills or recovery stations.





 




U.

Prior to starting
work, the Tenant is to provide an emergency call list to
Landlord.





 




V.

Door and hardware
specifications match the base Building standards.





 




W.

Tenant to provide
details of fire-safe penetrations through the rated walls and
floors for Landlord review and comment.





 




X.

The Architect and
or Engineer to provide specifications for the low VOC materials to
be used in the Tenant’s Work (adhesives, paints, carpet, wall
covering, etc.).





 




Y.

Tenant to turn over
the Landlord any base Building devices such as unit heaters, fire
alarm, and such which are removed and not intended for re-use
during the fit-out.





 




Z.

Utility shut downs
shall be coordinated at least 14 days in advance with the
Construction Supervisor.





 




AA.

Tenant is to
coordinate and provide master keying compatible with the Building
locks. This is to be submitted and approved by Landlord prior to
installation of any locks.





 




BB.

The General
Contractor shall comply with Landlord’s Mold Operation and
Maintenance Plan for Contractors, a copy of which has been provided
to Tenant.





 




CC.

The General
Contractor shall comply with Landlord’s standards for low of
no VOCs products, a copy of which has been provided to
Tenant.





 




2.

LIFE
SAFETY





 




A.

The General
Contractors shall not disconnect, tamper with, delete, obstruct,
relocate, or expand any life safety equipment except as indicated
on approved Final Plans.





 




B.

The General
Contractors will take necessary precautions to prevent accidental
fire alarms. Any unit or device temporarily incapacitated will be
red-tagged “Out of Service” and the Construction
Supervisor will be alerted prior to the temporary
outage.





 




C.

All tenant
installed special fire extinguisher /alarm detection systems shall
be monitored by the base Building fire alarm system.





 



 

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D.

Tenant installed
fire alarm initiation and notification devices operating directly
from the base Building fire alarm system shall be specified by the
Landlord.





 




E.

All connections to
the Building’s existing fire alarm system are to be made only
by the subcontractor specified by the Construction
Supervisor.





 




F.

Fire alarm testing
will be scheduled, if possible, at least twenty-four (24) hours in
advance with the Construction Supervisor and any required
governmental agent.





 




G.

Combustible and
hazardous materials are not allowed to be stored in the Building or
anywhere else on the Project without prior approval of the
Construction Supervisor. Material safety data sheets on all other
materials to be stored in the Building must be kept onsite and a
copy submitted to the Construction Supervisor.





 




H.

Dust protection of
smoke detectors must be installed and removed on a daily basis.
Dust protection is required during construction to avoid false fire
alarm. Filter media must be installed over all return air paths to
any equipment rooms prior to demolition. The media must be
maintained during construction and removed at substantial
completion.





 




I.

All of the Premises
is to be fully protected by automatic sprinkler
systems.





 




J.

All systems and
equipment are to be designed and installed in accordance with the
current standards of the National Fire Protection
Association.





 




K.

Any sprinkler work
shall be permitted by the local municipality
authority.





 




L.

All equipment,
devices and materials used in the installation should be listed by
UL and FM Approved.





 




M.

Connection to the
base Building sprinkler/standpipe riser shall be provided with a
control valve and water flow alarm device. Sprinkler systems
control valves shall be UL Listed and FM Approved, clockwise
closing, indicating valves with supervisory switches.





 




N.

The entire system
shall be designed and installed in accordance with NFPA Pamphlet
No. 13, 231 and 231C latest issues and local codes.





 




O.

The General
Contractor shall comply with Landlord’s indoor air quality
management plan, a copy of which has been provided to
Tenant.





 




3.

PARKING
– LOADING DOCK





 




A.

Neither the General
Contractor nor its personnel will use loading dock area for daytime
parking without first obtaining permission from the Construction
Supervisor forty-eight (48) hours in advance to better assure dock
availability. Unauthorized vehicle will be ticked and
towed.





 



 

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B.

Use of the loading
dock for deliveries/trash removal must be scheduled through the
Construction Supervisor.





 




4.

UTILITIES





 




A.

Utilities (i.e.
electric, gas, water, telephone/cable) will not be cut off or
interrupted without permission of the Construction Supervisor and
affected tenants and at least forty-eight (48) hours prior
notice.





 




5.

SECURITY





 




A.

When it is deemed
necessary by the Construction Supervisor to temporarily issue any
keys to the General Contractor, the General Contractor will be
responsible for controlling possession and use of the key(s) and
will return them daily to the person that issued them. Failure to
return keys may result in re-keying and costs associated with
re-keying will be borne by the General Contractor.





 



The General Contractor will be responsible for locking any area
made available to the General Contractor whenever that area is
unattended.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 







G-5