Exhibit 10.10


 


AGREEMENT
OF LEASE


 


THIS
AGREEMENT OF LEASE made this 21st day of October, 2005 by and
between PHILLIPSBURG ASSOCIATES, L.P.,
a Pennsylvania limited partnership (hereinafter called “Landlord”), and CELLDEX THERAPEUTICS, INC. a Delaware
corporation (hereinafter called “Tenant”).


 


1.                                      FUNDAMENTAL
LEASE PROVISIONS.


 


(a)                                 “Building”: shall mean the building
located at 942 Memorial Parkway, Phillipsburg, New Jersey 08865, and commonly
known as building #20 in the Phillipsburg Commerce Park (the “Complex”).


 


(b)                                 “Building RSF”: shall mean the rentable square
footage of the Building, which is deemed to be 132,000 rentable square feet, as
the same may be adjusted from time to time.


 


(c)                                  “Property”: shall mean the Building and
the parcel(s) of land on which the Building is located, together with all
improvements thereon.


 


(d)                                 “Demised Premises”: shall mean the area identified
on the plan attached hereto as Exhibit “A”.
The Demised Premises are located on the 4th floor of the Building and are
designated as Suite 400.


 


(e)                                  “Tenant’s RSF”: shall mean the rentable square
footage of the Demised Premises, which is mutually agreed by Landlord and
Tenant to be the stipulated amount of 9,446 rentable square feet of office
space (the “Office Space”)
and 9,922 rentable square feet of laboratory space (the “Lab Space”). Notwithstanding the
foregoing, within ninety (90) days after the Commencement Date, Landlord may,
at its option, cause its architect to measure the Building and the Demised
Premises in accordance with the BOMA measurement standard and to certify the
same to Landlord and Tenant. Within thirty (30) days after receipt of Landlord’s
architect’s measurement, Tenant shall have the right to cause its architect to
confirm Landlord’s architect’s measurement, using the same measurement standard
as Landlord’s architect. If the two architects’ measurements differ by less
than two percent (2%), the determination of Landlord’s architect shall be
binding upon the parties. If the two architects’ measurements differ by more
than two percent (2%), and Landlord and Tenant cannot promptly resolve any
differences regarding such square footage, then the Landlord’s architect and
the Tenant’s architect shall agree upon a third, neutral architect or space
planner with at least ten (10) years of interior design and measurement
experience to resolve any conflicts, and the measurement determined by such
neutral architect shall be binding upon the parties. Following determination of
the rentable square footage of the Demised Premises, the Annual Base Rent and
Tenant’s Fraction shall be equitably adjusted retroactive to the Commencement
Date.


 


(f)                                   “Annual Base Rent”:


 


	
  Period (measured from the

  Commencement Date)

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly Installment

  	
   

  	
  Base

  Rent/R.S.F.

  	
   

  
	
  Months 1 through 12

  	
   

  	
  $

  	
  347,655.50

  	
   

  	
  $

  	
  28,971.30

  	
   

  	
  $

  	
  17.95

  	
   

  
	
  Months 13 through 24

  	
   

  	
  $

  	
  347,655.50

  	
   

  	
  $

  	
  28,971.30

  	
   

  	
  $

  	
  17.95

  	
   

  
	
  Months 25 through 36

  	
   

  	
  $

  	
  347,655.50

  	
   

  	
  $

  	
  28,971.30

  	
   

  	
  $

  	
  17.95

  	
   

  
	
  Months 37 through 48

  	
   

  	
  $

  	
  347,655.50

  	
   

  	
  $

  	
  28,971.30

  	
   

  	
  $

  	
  17.95

  	
   

  
	
  Months 49 through the expiration

  	
   

  	
  $

  	
  347,655.50

  	
   

  	
  $

  	
  28,971.30

  	
   

  	
  $

  	
  17.95

  	
   

  



 

















 


Provided that Tenant is not in
default in the performance of any of its obligations hereunder, for a period of
four (4) months from the Commencement Date (as defined hereinafter) (“Free
Rent Period”), Tenant shall have no obligation to pay Annual Base Rent (“Free
Rent”); provided further, that in all other respects this Lease shall be in
full force and effect. Notwithstanding the foregoing, Tenant agrees that,
during the Free Rent Period, Tenant shall pay to Landlord all of Tenant’s
utilities as set forth in Section 8 herein and Tenant’s Share of Operating
Expenses as set forth in Section 7 herein (inclusive of the amount of
Tenant’s Base Year under Section 1(h)).


 


(g)                                  “Tenant’s Fraction”: 14.67%, which is the Tenant’s
RSF divided by the Building RSF, as the same may be adjusted from time to
time.


 


(h)                                 “Base Year”: Operating Expenses for the
first twelve (12) consecutive months following the Commencement Date.


 


(i)                                     “Term”: Sixty-four (64) months
commencing on the Commencement Date and ending on the date (the “Expiration
Date”) which is (i) the day immediately preceding the sixty-fourth (64th)
monthly anniversary of the Commencement Date, if the Commencement Date is the
first day of a calendar month, or (ii) the last day of the calendar month
in which the sixty-fourth (64th) monthly anniversary of the Commencement Date
occurs, if the Commencement Date is any day other than the first day of a
calendar month.


 


(j)                                    “Commencement Date”: The later to occur of (i) the
one hundred and fifth (105th) day after the Lab Space Delivery Date (as
hereinafter defined) and (ii) the Office Space Delivery Date (as
hereinafter defined). Upon the request of either party, following the
determination of the Commencement Date, Landlord and Tenant shall enter into a
mutually acceptable Commencement Date Agreement confirming the Commencement
Date.


 


(k)                                 “Office Space Delivery Date”: The date on which the work to
be performed by Landlord constituting the Tenant Improvements are “Substantially
Completed” pursuant to the terms of Section 3 below. Notwithstanding the
foregoing, in the event that the Office Space Delivery Date is delayed due to a
Tenant Delay (as hereinafter defined) then the Office Space Delivery Date shall
be deemed to occur on the Estimated Delivery Date, subject to extension for
delays other than those caused in whole or in part by Tenant.


 


(l)                                     “Lab Space Delivery Date”: The date on which Landlord
delivers possession of the Lab Space to Tenant in its “AS IS” condition for the
purpose of allowing Tenant to commence construction of the Lessee Improvements.


 


(m)                             “Estimated Delivery Date”: February 15, 2006.


 


(n)                                 “Construction Information
Submission Date:”
November 1, 2005.


 


(o)                                 “Tenant-Approved Drawings
Submission Date:”
December 1, 2005.


 


(p)                                 “Outside Approval Date:” December 23, 2005.


 


(q)                                 “Notice Addresses:”


 


2

















 


Landlord:             Phillipsburg
Associates, L.P.


c/o Preferred
Real Estate Investments, Inc.


1001 E. Hector
Street, Suite 100


Conshohocken,
PA 19428


Attn: Legal
Department


 


with a copy
to:


 


Preferred +


1001 E. Hector
Street, Suite 100


Conshohocken,
PA 19428


 


Tenant:                                                 Prior
to the Commencement Date:


 


Celldex
Therapeutics, Inc.


519 Route 173
West


Bloomsbury,
NJ. 08804


Attn: Anthony
Marucci


 


After the
Commencement Date:


 


At the Demised
Premises


 


At all times
with a copy to:


 


Satterlee
Stephens Burke & Burke LLP


47 Maple
Street


Summit, New
Jersey 07901


Attn: Howard
A. Neuman, Esq.


 


(r)                                    “Rent Payment Address” / “Property
Manager”:


 


Phillipsburg
Associates, L.P.


c/o Preferred
Plus


W510647


P.O. Box
7777


Philadelphia,
PA 19175-0647


 


(s)                                   “Security Deposit:” 
$173,827.80


 


(t)                                    “Permitted Use”: General Office and Laboratory
Use


 


(u)                                 Broker:


 


“Landlord’s Broker” - Preferred Real Estate Advisors, Inc.


“Tenant’s Broker” -    Cushman & Wakefield
of NJ


 


2.                                      DEMISED
PREMISES / COMMON AREAS. Landlord, for the Term, and subject to the provisions
and conditions hereof, leases to Tenant and Tenant accepts from


 


3

















 


Landlord, the Demised Premises.
Tenant shall not use or occupy, or permit or suffer to be used or occupied, the
Demised Premises or any part thereof, other than for the Permitted Use.
Tenant shall further have the non-exclusive right, in common with the other
tenants and occupants of the Building and with others who have been granted
such rights by Landlord, to use the “Common Areas” of the Building. As used
herein, “Common Areas” shall mean any areas or facilities designated by
Landlord from time to time for the general use of all tenants in the Building,
including any non-reserved parking areas, driveways, sidewalks, hallways,
restrooms, and other similar public areas and access ways of the Building to
the extent designated as “Common Areas” by Landlord.


 


3.                                      TENANT
IMPROVEMENTS.


 


(a)                                 Office Space:


 


(i)                                     With respect to the Office
Space, Landlord shall construct, or cause to be constructed, at Tenant’s sole
cost and expense (subject to the Landlord’s Maximum Tl Contribution (as
hereinafter defined)), in a good and workmanlike manner, certain improvements
to the Office Space as provided for in the Tenant’s Plans (as hereinafter
defined). The work described in the Tenant’s Plans is hereinafter referred to
as the “Tenant
Improvements”.
Except for the Tenant Improvements, Landlord shall have no obligation to perform any
improvements to the Office Space to prepare the same for Tenant’s occupancy,
and Tenant acknowledges that Tenant has inspected the Office Space and accepts
the same in its “AS IS” condition, without any representation or warranty by
Landlord, express or implied; provided, however, that Tenant assumes no
responsibility in respect to latent defects in the Office Space for a period of
one (1) year after the Commencement Date, provided that Tenant notifies
Landlord in writing of such defects, or for defects caused during the Term of
this Lease by the negligence or misconduct of Landlord, its employees and
agents. The responsibility for correcting such defects resides in Landlord.


 


(ii)                                  Landlord and Tenant have
attached hereto the initial plans (the “Initial Plans”) for the Tenant Improvements, consisting of that portion
of the space plan attached hereto as Exhibit “B” (the “Space Plan”) as is applicable to the
Office Space and the construction standards attached hereto as Exhibit “B-1”
(the “Construction
Standards”). On
or before the Construction Information Submission Date, Tenant shall submit
sufficient information, including, without limitation, Tenant’s finish
selections, mechanical loads, electrical loads and locations, furniture plans
and special lighting and use requirements, if any (collectively, the “Construction Information”), to, and as required by,
Blackney Hayes Architects (the “Architect”)
to enable the Architect to prepare and deliver to Tenant in sufficient time for
Tenant to deliver to Landlord, on or before the Tenant-Approved Drawings
Submission Date, complete construction and permit drawings for the Tenant
Improvements (collectively, the “Construction Drawings”)
which have been approved by Tenant. The Construction Drawings shall: (i) strictly
conform to the Initial Plans; (ii) include all information and
specifications necessary for Landlord to complete the Tenant Improvements and
to obtain all required permits and approvals therefor; and (iii) strictly
conform to all applicable laws and requirements of governmental
authorities and insurance underwriters’ requirements. Within two (2) business
days after Tenant’s approval of the Construction Drawings, Tenant shall submit
the same to Landlord for Landlord’s review and approval, which approval shall
not be unreasonably withheld, conditioned or delayed provided that the
Construction Drawings meet the foregoing


 


4

















 


requirements. If Landlord disapproves the
Construction Drawings, (including, without limitation, for failure of the
Construction Drawings to strictly conform to the Initial Plans) or if the
Construction Drawings are disapproved by any applicable governmental authority,
Tenant shall cause the Architect to promptly make any changes in the
Construction Drawings reasonably required by Landlord and/or such governmental
authority, as the case may be. Tenant acknowledges that the Estimated
Delivery Date is conditioned upon Landlord and all applicable governmental
authorities approving the Construction Drawings on or before the Outside
Approval Date.


 


(iii)                               The Initial Plans and the
Construction Drawings, as finally approved by Landlord and all applicable
governmental authorities pursuant to subparagraph (b) above, are
hereinafter collectively referred to as the “Tenant’s Plans.” All work
described in the Tenant’s Plans shall be furnished, installed and performed by
Landlord, utilizing a general contractor selected by Landlord, for the Total TI
Costs (as hereinafter defined), which Total Tl Costs shall be paid by Tenant
(subject to the Landlord’s Maximum TI Contribution) as provided herein. The “Total TI Costs” shall mean all costs and
expenses incurred by Landlord in connection with the completion of the Tenant
Improvements, including, without limitation: (i) Landlord’s out-of-pocket
contract or purchase price(s) for materials, components, labor and
services, plus (ii) Landlord’s architects’ and engineers’ fees and costs,
plus (iii) fees for all required permits and approvals, plus (iv) an
amount equal to ten percent (10%) of the foregoing items as Landlord’s
construction management fee. Notwithstanding anything to the contrary contained
herein, if the final Construction Drawings, as finally approved by Landlord and
all applicable governmental authorities, contain any work which was not
included in, or otherwise exceeds the scope of, the Initial Plans, then the
same shall constitute a change order requested by Tenant (a “Tenant Change Order”) and shall be governed by the
provisions of subparagraph (d) below relating to Tenant Change Orders.


 


(iv)                              In constructing the Tenant
Improvements, Landlord reserves the right to: (1) make substitutions of
material of equivalent grade and quality when and if any specified material
shall not be readily and reasonably available, and (ii) make changes
necessitated by conditions met during the course of construction; provided,
however, that Tenant’s approval of any such change (and any reduction of or
increased cost incident thereto) shall first be obtained, which approval shall
not be unreasonably withheld. Tenant Change Orders shall not be permitted
without the prior written approval of Landlord, which approval shall not be
unreasonably withheld, conditioned or delayed by Landlord. If Landlord approves
any Tenant Change Order then any increase in the cost of constructing the
Tenant Improvements resulting from such Tenant Change Order shall be added to
the Total TI Costs. As a condition to Landlord’s approval of any Tenant Change
Order, Landlord may require that, prior to Landlord’s commencement of any
work related to such Tenant Change Order, Tenant shall pay to Landlord one
hundred percent (100%) of the amount estimated by Landlord to become due to
Landlord from Tenant with respect to such Tenant Change Order, which prepaid
amount shall be applied against the last of the costs incurred by Landlord with
respect to such Tenant Change Order.


 


(v)                                 Upon Substantial Completion of
the Tenant Improvements, Landlord shall notify Tenant, and Tenant shall inspect
the Office Space with Landlord within three (3) business days after Tenant’s
receipt of Landlord’s notice. Upon completion of the inspection, it shall be
presumed that all work theretofore performed by or on behalf of Landlord was
satisfactorily performed in accordance with, and meeting the requirements of
this Lease,


 


5

















 


excepting, however: (i) required work
not actually completed by Landlord and which is identified at the time of the
inspection on a list prepared by the construction representatives of Landlord
and Tenant, or (ii) to latent defects in such work which could not
reasonably have been discovered at the time of the inspection provided that
Tenant notifies Landlord in writing of such defects within one (1) year
after the Commencement Date.


 


(vi)                              The Tenant Improvements shall be
deemed to be “Substantially Completed” when: (i) the work shown on the Tenant’s Plans has
been completed except for minor or insubstantial details of construction,
mechanical adjustments, or finishing touches like plastering or painting, which
items shall not adversely affect Tenant’s conduct of its ordinary business
activities in the Office Space, and (ii) if required under the applicable code
or ordinance of the municipality in which the Building is located, the
municipality has issued a temporary or permanent certificate of occupancy (or
similar certificate) or has otherwise approved the work completed as part of
the Tenant Improvements. Notwithstanding the foregoing, in the event that
Substantial Completion of the Tenant Improvements is delayed, in whole or in
part, by Tenant for any reason (a “Tenant Delay”), including, without
limitation, the reasons set forth in subparagraphs (aa) through (dd) below,
then Tenant’s obligation to pay Rent hereunder shall not be affected or
deferred on account of such delay and, for purposes of establishing the
Commencement Date hereunder, the “Office Space Delivery Date” shall be deemed
to occur on the date the Office Space would have been Substantially Completed
absent Tenant Delay:


 


(aa)                          Tenant’s
failure to: (1) deliver Tenant’s Construction Information on or before the
Construction Information Submission Date; (2) submit to Landlord, on or
prior to the Tenant Approved Drawings Submission Date, Construction Drawings
approved by Tenant; provided, however, that Tenant shall be afforded not fewer
than ten (10) days to review Construction Drawings before any delay in
submitting same to Landlord shall constitute Tenant Delay; or (3) promptly
make changes in the Construction Drawings reasonably required by Landlord or
any applicable governmental authority in connection with the approval thereof.


 


(bb)                          Tenant
Change Order(s) provided that Landlord, upon each receipt of a request for
a Change Order, furnished Tenant with a notice setting forth Landlord’s good
faith estimate of the anticipated delay attributable to such Change Order and a
reasonable opportunity for the Tenant to rescind its request for such Change Order;
or


 


(cc)                            delays,
not caused by Landlord, in furnishing special items which are not readily
available (“Long Lead Items”) or procuring specialized labor required for
installation of Long Lead Items, provided that Tenant shall be notified of
Landlord’s good faith estimate of the anticipated delay promptly after
discovery thereof by Landlord, and shall be given an opportunity to specify
alternative materials or requirements which are readily available; or


 


(dd)                          the
performance of any work or activity in the Office Space by Tenant or any of its
employees, agents or contractors (including, without limitation, the
installation of Tenant’s furniture, cabling or equipment). Without limiting the
foregoing, Tenant specifically acknowledges that the municipality’s issuance of
a certificate of occupancy (or similar certificate) may be conditioned
upon Tenant’s installation of its furniture, cabling or equipment or the
completion of any other work or activity in the Office Space by Tenant or any


 


6

















 


of its employees, agents or
contractors. In such event, if the municipal authority will not issue a
certificate of occupancy (or similar certificate) or schedule an
inspection of the Office Space due to Tenant’s failure to install such
furniture, cabling or equipment or failure to complete such other work or
activity, then the same shall constitute a Tenant Delay hereunder; provided,
however, that in such case the reasonable time required to install same shall
not constitute Tenant Delay.


 


(vii)                           Provided that Tenant is not in
default in the performance of any of its obligations hereunder, Landlord shall
contribute up to a maximum amount of eighteen dollars ($18.00) per rentable
square foot of the Office Space (the “Landlord’s Maximum TI Contribution”) to
be applied solely against the Total TI Costs. In the event that the Total TI
Costs exceed the amount of the Landlord’s Maximum TI Contribution, Tenant shall
reimburse Landlord for such excess from time to time during the progress of the
work within ten (10) days after receipt of Landlord’s invoice(s) therefor;
provided, however, that Landlord may require that, before Landlord
commences any work, Tenant shall pay to Landlord fifty percent (50%) of the
amount estimated by Landlord to become due to Landlord therefor, which fifty
percent (50%) shall be applied against the last of the Tenant Improvements to
be paid for by Tenant to Landlord. Following payment of the final invoice, the
Total TI Costs shall be subject to examination by Tenant, and Tenant shall have
reasonable access to Landlord’s cost records relative thereto. In the event
that the Total TI Costs are less than the Landlord’s Maximum TI Contribution,
Landlord shall be entitled to the benefit of the savings and Tenant shall not
be entitled to any refund or credit against the Rent payable hereunder.


 


(b)                                 Lab Space:


 


(i)                                     With respect to the Lab Space,
Landlord shall have no obligation to perform any improvements to the Lab
Space to prepare the same for Tenant’s occupancy, and Tenant acknowledges that
Tenant has inspected the Lab Space and accepts the same in its “AS IS”
condition, without any representation or warranty by Landlord, express or
implied; provided, however, that Tenant assumes no responsibility in respect to
latent defects in the Lab Space for a period of one (1) year after the
Commencement Date, provided that Tenant notifies Landlord in writing of such
defects, or for defects caused during the Term of this Lease by the negligence
or misconduct of Landlord, its employees and agents. The responsibility for
correcting such defects resides in Landlord.


 


(ii)                                  Tenant shall perform, at its
sole cost and expense, all work which Tenant deems necessary or desirable to
prepare the Lab Space for Tenant’s initial occupancy (collectively, the “Lessee Improvements”), which Lessee Improvements
shall be subject to the prior written approval of Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed by Landlord. All
work shall be performed in a good and workmanlike manner and in accordance with
all applicable laws. Prior to the commencement of any work within the Lab
Space, Tenant shall submit to Landlord, for Landlord’s prior approval, which
approval shall not be unreasonably withheld, conditioned or delayed, proposed
plans and specifications (the “Proposed Lessee’s Plans”) for the Lessee Improvements, which Proposed Lessee’s
Plans shall be prepared by a registered architect and engineer licensed to do
business within the State in which the Property is located. The Proposed Lessee’s
Plans shall include all information and specifications reasonably necessary for
Landlord to fully review the work described therein and shall conform to
all applicable laws and requirements of public authorities


 


7

















 


and insurance underwriters’ requirements. If
Landlord disapproves the Proposed Lessee’s Plans, Landlord shall state
specifically the reasons for such disapproval, and Tenant shall cause its
architect and/or engineer to promptly make any changes in the Proposed Lessee’s
Plans reasonably required by Landlord. The Proposed Lessee’s Plans, as finally
approved by Landlord, are hereinafter referred to as the “Lessee’s Plans”.


 


(iii)                               All subsequent changes in the
Lessee’s Plans shall be subject to the approval of Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed. If Landlord
approves any change in the Lessee’s Plans, Tenant shall construct, at Tenant’s
sole cost and expense, the Lessee Improvements in accordance with such change.


 


(iv)                              Landlord shall have the right to
inspect Tenant’s construction of the Lessee Improvements to ensure compliance
with the provisions of this Section. Landlord shall be entitled to receive a
construction supervision fee equal to five percent (5%) of Tenant’s Costs.


 


(v)                                 During the period commencing on
the Lab Space Delivery Date and expiring on the day immediately preceding the
Commencement Date (the “Construction Period”), all of Tenant’s obligations
under this Lease with respect to the Lab Space shall apply except for Tenant’s
obligation to pay the Annual Base Rent and Tenant’s Share of Operating
Expenses. Without limiting the foregoing, Tenant expressly acknowledges that
Tenant shall be responsible for all utilities consumed within the Lab Space
during the Construction Period.


 


(vi)                              All contractors utilized by
Tenant for the performance of the Lessee Improvements shall be subject to the
prior written approval of Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed by Landlord. Tenant shall submit the names of
the Tenant’s proposed contractors to Landlord for Landlord’s prior approval at
least five (5) business days prior to the initial entry into the Building
or the Lab Space by Tenant’s contractors. In addition, prior to the initial
entry into the Building or the Lab Space by Tenant and by each of Tenant’s
contractors, Tenant shall furnish Landlord, at Tenant’s sole cost and expense,
with policies of insurance covering Landlord, the Property Manager and their
respective agents and employees, with such coverages and in such amounts as
Landlord may then reasonably require in order to insure Landlord, its
beneficiaries or agents against loss or liability for injury or death or damage
to property arising out of or related to the construction of the Lessee
Improvements. Tenant agrees that Tenant and Tenant’s Contractors and their
activities in the Building and Lab Space or otherwise relating to the
construction of the Lessee Improvements will not [interfere with or delay the
completion of the Base Building Work to be performed by Landlord and will not]
interfere with any activities of Landlord and the tenants and other occupants
of the Building.


 


(vii)                           Following the execution of this
Lease by Landlord and Tenant’s submission of the Proposed Lessee’s Plans and
the estimated costs of the Lessee Improvements, provided that Tenant is not in
default in the performance of any of its obligations hereunder, Landlord shall
from time to time during the progress of the Lessee Improvements pay to Tenant
the costs of the Lessee Improvements, in cash, within twenty (20) days after
Landlord’s receipt of Tenant’s invoice(s) therefor; provided, however,
that such payments shall not exceed, in the aggregate, an amount equal to the
product of Eighteen Dollars ($18.00) and the total rentable square footage of
the Lab Space (the “Lessor’s Maximum Tl Contribution”). In the event that the costs of the Lessee Improvements
exceed the amount of the Lessor’s Maximum TI


 


8

















 


Contribution, Tenant shall be solely
responsible for such excess. Following payment of the final invoice, the costs
of the Lessee Improvements shall be subject to examination by Landlord, and
Landlord shall have reasonable access to Tenant’s cost records relative
thereto.


 


4.                                      DELAY IN
POSSESSION. Landlord currently anticipates that the Office Space
Delivery Date will occur on or about the Estimated Delivery Date. If the Office
Space Delivery Date has not occurred by the Estimated Delivery Date because of
the holding over or retention of possession of any tenant or occupant, or if
any repairs or improvements to the Demised Premises are not completed, or for
any other reason, Landlord shall not be subject to any liability to Tenant.
Under such circumstances (but subject to the provisions herein relating to
Tenant Delay), the Rent reserved and covenanted to be paid herein shall not
commence until the Commencement Date, and no such failure to deliver possession
shall in any other respect affect the validity of this Lease. Notwithstanding
the foregoing, in the event that the Commencement Date for the Office Space
does not occur by the date which is thirty (30) days after the Estimated
Delivery Date (other than on account of a Tenant Delay), then Tenant shall be
entitled, as its sole and exclusive remedy, to a rent credit equal to one day’s
Base Rent (net of Operating Expenses) for each day that the Commencement Date
is delayed beyond such thirtieth (30th) day after the Estimated Delivery Date;
provided, however, in no event shall such credit exceed One Hundred and Twenty
(120) days’ free Base Rent (net of Operating Expenses) in the aggregate. In the
event that the Commencement Date has not occurred by the date which is One Hundred
and Twenty (120) days after the Estimated Delivery Date (other than on account
of a Tenant Delay), then Tenant shall thereafter have the right to terminate
this Lease by delivering fifteen (15) days’ written notice thereof to Landlord
at any time prior to the Commencement Date; provided, however, that if the
Commencement Date shall occur within fifteen (15) days after Landlord’s receipt
of Tenant’s termination notice, then Tenant’s termination notice shall be null
and void and this Lease shall remain in full force and effect.


 


5.                                      RENT.


 


(a)                                 During the Term, Tenant shall
pay to Landlord the Annual Base Rent in the amounts set forth in Section 1
(Fundamental Lease Provisions) above. Such Annual Base Rent shall be payable in
equal monthly installments in advance on the first day of each calendar month.


 


(b)                                 The term “Rent” as used in this
Lease shall mean the Annual Base Rent, Tenant’s Share of Operating Expenses (as
hereinafter defined), utilities and all other additional rent or other sums
payable by Tenant to Landlord under this Lease. All Rent other than the Annual
Base Rent is referred to herein as “Additional Rent.”


 


(c)                                  The first installment of Rent
shall be payable on the Commencement Date. If the Term begins on a day other
than the first day of a calendar month, Rent from such day until the first day
of the following calendar month shall be prorated on a per diem basis for each
day of such partial month.


 


(d)                                 All Rent and other sums due to
Landlord hereunder shall be payable to Landlord c/o Landlord’s Property Manager
at the Rent Payment Address specified in Section 1 (Fundamental Lease
Provisions), or to such other party or at such other address as Landlord may designate,
from time to time, by written notice to Tenant, without demand and without


 


9

















 


deduction, set-off or counterclaim (except to
the extent demand or notice shall be expressly provided for herein).


 


(e)                                  If Landlord, at any time or
times, shall accept said Rent due to it hereunder after the same shall become
due and payable, such acceptance shall not excuse delay upon subsequent
occasions, or constitute or be construed as, a waiver of any of Landlord’s
rights hereunder.


 


6.                                      SECURITY
DEPOSIT.


 


(a)                                 As additional security for the
full and prompt performance by Tenant of the terms and covenants of this Lease,
Tenant has deposited (or shall deposit upon execution hereof by Tenant) with
Landlord the Security Deposit, which shall not constitute Rent for any month
(unless so applied by Landlord on account of Tenant’s default) or a measure of
Tenant’s liability for damages. Upon a default by Tenant hereunder, Landlord
shall have the right, without prejudice to any other remedy, to apply so much
of the Security Deposit as is necessary to cure such default or pay any
expenses (including, without limitation, reasonable attorney’s fees) incurred
as a result of such default. Tenant shall, upon demand, restore any portion of
said Security Deposit applied by Landlord to the cure of any default by Tenant
hereunder. Landlord shall place the Security Deposit in a segregated account,
but without any liability to pay any interest thereon. To the extent that
Landlord has not applied said sum on account of a default, the Security Deposit
shall be returned (without interest) to Tenant within thirty (30) days
following the latest to occur of: (a) the Expiration Date, (b) the
payment by Tenant of any arrearages of Rent (including Additional Rent) then
due, and (c) the date that Tenant surrenders possession of the Demised
Premises in accordance with the terms of this Lease.


 


(b)                                 In lieu of a security deposit,
Tenant may establish and maintain an unconditional letter of credit (the “Letter
of Credit”) in favor of Landlord in an amount equal to the security deposit
described above. The Letter of Credit shall: (i) be effective on the
Commencement Date, (ii) be issued for a period of not less than one year, (iii) name
Landlord as beneficiary, and (iv) be renewed for successive periods of not
less than one year at each expiration date or replaced by another Letter of
Credit with identical terms as the original Letter of Credit or by the Security
Deposit described above. The Letter of Credit and any renewal Letter of Credit
shall be drawn on PNC Bank or another bank or trust company satisfactory to
Landlord, which has a location and may be drawn upon in Philadelphia,
Pennsylvania. Upon a default by Tenant hereunder including but not limited to
the failure to timely provide a renewal Letter of Credit to Landlord as
provided below, Landlord shall have the right to present the Letter of Credit
for payment and use, apply or retain the whole or any part of the proceeds
thereof, to cure such default or pay any expenses (including, without
limitation, reasonable attorney’s fees) incurred as a result of such default.
If Landlord shall so use, apply or retain the whole or any part of the
proceeds of the Letter of Credit, Tenant shall upon demand by Landlord
immediately deposit with Landlord a sum of cash equal to the amount used,
applied or retained, as security as aforesaid or a Letter of Credit (in the form as
set forth herein) in said amount, failing which Landlord shall have the same
rights and remedies as under this Lease for non-payment of Rent. In the event
of any sale, transfer or leasing of Landlord’s interest in the Building,
Landlord shall have the right to automatically transfer either the Letter of
Credit or any sums collected thereunder without the bank’s consent, together
with any other unapplied sums held by Landlord as security and the interest
thereon, if any, to which Tenant is entitled, to the


 


10

















 


vendee, transferee or lessee, and upon giving
notice to Tenant of such fact and the name and address of the transferee,
Landlord shall thereupon be released by Tenant from all liability for the
return or payment thereof, and Tenant shall look solely to the new owner for
the return of payment of same. Upon the expiration or termination of this Lease
and the surrender of the Demised Premises by Tenant, the Letter of Credit shall
automatically expire, provided that the Letter of Credit shall remain in full
force and effect for a period of sixty (60) days following such surrender of
possession and the Landlord may draw thereon in amounts sufficient to
cover the costs of repairing any damage or replacing any damaged portion of the
Demised Premises if Tenant fails to do so prior to its surrender of possession.


 


7.                                      PAYMENT OF
OPERATING EXPENSES.


 


(a)                                 Commencing with the second
anniversary of the Commencement Date, Tenant shall pay to Landlord, as
Additional Rent, an amount (“Tenant’s Share” or “Tenant’s Share of Operating
Expenses”) equal to the product obtained by multiplying Tenant’s Fraction by
the amount by which Operating Expenses (as hereinafter defined) for such
calendar year exceed the Base Year (appropriately prorated for any partial
calendar year included within the beginning and end of the Term).


 


(b)                                 As used herein, the following
terms shall have the meanings set forth below:


 


(i)                                     “Operating Expenses” shall mean,
except as expressly limited by subparagraph (ii) below, the expenses
incurred by or on behalf of Landlord in respect of the operation and management
of the Property and shall include, without limitation: (1) labor costs,
including wages, salaries and benefits and taxes imposed upon employers with
respect to persons employed by Landlord or Landlord’s managing agent for
rendering service in the operation, cleaning, maintenance, repair and
replacement of the Property, whether paid directly by Landlord or reimbursed to
contractors or other third parties; (2) costs for the operation, cleaning,
maintenance, repair and replacement of the Property, including payments to
contractors; (3) the cost of steam, electricity, gas, water and sewer and
other utilities chargeable to the operation and maintenance of the Property; (4) cost
of premiums and deductibles for insurance for the Property including fire and
extended coverage, elevator, boiler, sprinkler leakage, water damage, public
liability and property damage, environmental liability, plate glass, and rent
protection; (5) supplies; (6) legal and accounting expenses; (7) Taxes
(as hereinafter defined) and costs of obtaining any reductions thereof;
provided, however, that for the purpose of calculating Operating Expenses,
costs of obtaining reductions of Taxes shall not exceed the amount of the
reduction achieved for the then remaining balance of the term of this Lease; (8) management
fees and expenses, including, without limitation, the fair rental value and
costs associated with maintaining a management office at the Property; and (9) all
other costs and expenses reasonably incurred by or on behalf of Landlord in
connection with the repair, replacement, operation, maintenance, securing, insuring
and policing of the Building and Property.


 


(ii)                                  The term “Operating Expenses”
shall not include: (1) the cost of any item which, by standard accounting
practice, should be capitalized, except that in lieu of capital expenses for
repairs, replacements or enhancements to the Building or Property (including
without limitation any upgrades for the purpose of reducing Operating Costs or
for the purpose of complying with applicable laws, codes and regulations),
there shall be included


 


11

















 


within Operating Expenses for each calendar
year, from and after the expenditure in question, the annual amortization of
such expenditure over the useful life of the item(s) in question, as
reasonably determined by Landlord and including an interest factor equal to the
Prime Rate of interest (the “Prime Rate”) as published from time to time in The
Wall Street Journal plus two percent (2%); (2) any charge for
depreciation, interest on encumbrances or ground rents paid or incurred by
Landlord; (3) repossession costs, brokerage commissions, legal fees and
expenses, alteration costs and other expenses of preparing space for reletting
and related advertising expenses; (4) costs actually reimbursed by
insurance proceeds or tenants, (5) costs of electricity, gas and any other
utilities provided to tenant spaces (as opposed to Common Areas) in the
Building; (6) the cost of work or services performed specifically for any
other tenant (whether or not such tenant reimburses Landlord (excluding
janitorial and similar services)); (7) fines and/or penalties incurred due
to violations by Landlord of any law or any government rule, regulation or
directive; and (8) costs related to the roof and structure of the
Building.


 


(iii)                               “Taxes” shall mean all real
estate taxes and assessments, general and special, ordinary or extraordinary,
foreseen or unforeseen, imposed upon the Property or with respect to the
ownership thereof. If, due to a future change in the method of taxation, any
franchise, income, profit or other tax, however designated, shall be levied or
imposed in substitution in whole or in part for (or in lieu of) any tax
which would otherwise be included within the term “Taxes” as defined herein,
then the same shall be included in the term “Taxes”, but only to the extent
such other tax would be imposed upon Landlord if the Property were the only
real estate owned by Landlord. If a special improvement shall hereafter be made
for the sole benefit of Tenant which results in an increase in the taxable
value of the Building (as opposed to general tenant improvements consistent
with normal office use), then any increase in Taxes attributable to such
special improvement shall be the responsibility of Tenant.


 


(c)                                  in determining Operating
Expenses for any year (including the Base Year), the following adjustments
shall be made:


 


(i)                                     if less than one hundred percent
(100%) of the Building rentable area shall have been occupied by tenants at any
time during such year, Operating Expenses shall be deemed for such year to be
an amount equal to the like expenses which Landlord reasonably determines would
normally be incurred had such occupancy been ninety-five percent (95%)
throughout such year;


 


(ii)                                  if any tenant of the Building
supplies itself with a service at any time during such year that Landlord would
ordinarily supply without separately charging therefor, then Operating Expenses
shall be deemed to include the cost that Landlord would have incurred had
Landlord supplied such service to such tenant;


 


(iii)                               if Landlord successfully obtains
a reduction in Taxes, then the Base Year shall thereafter be correspondingly
reduced (on a dollars per square foot basis) to the extent of the reduction in
Taxes;


 


(iv)                              if any Operating Expenses
incurred for the Building, Property and/or the Complex consist of shared costs
and expenses with one or more other buildings or properties, whether pursuant
to a reciprocal easement agreement, cost sharing agreement, common area
agreement, or otherwise, the shared costs and expenses shall be equitably
allocated by Landlord between the Building, Property and/or the Complex (as
applicable) and such other buildings or properties.


 


12

















 


(d)                                 Landlord may furnish to
Tenant at the commencement of the Term, or as soon thereafter as practicable, a
statement of Landlord’s good faith estimate of Operating Expenses, and the
amount of Tenant’s Share thereof (the ‘Estimated Share”), for the current
calendar year. Landlord shall also furnish to Tenant as soon as reasonably
practicable after the beginning of each calendar year of the Term following the
first calendar year: (i) a statement (the “Expense Statement”) setting
forth Operating Expenses for the previous calendar year, including Tenant’s
Share thereof; and (ii) a statement of Landlord’s good faith estimate of
Operating Expenses, and the amount of the Estimated Share for the then current
calendar year. If Landlord from time to time determines that Landlord’s good
faith estimate is incorrect, Landlord shall have the right to provide Tenant
with a revised statement of Landlord’s good faith estimate of Operating
Expenses for the then current year, in which event Tenant’s Estimated Share
shall be adjusted accordingly.


 


(e)                                  Within fifteen (15) days after
Tenant receives the Expense Statement, Tenant shall pay to Landlord the
difference, if positive, between the Tenant’s Share of Operating Expenses for
such previous year and the actual payments made by Tenant on account of Tenant’s
Share during such calendar year, or if the actual payments exceed Tenant’s
Share of Operating Expenses for such previous year, Tenant shall receive a
credit against the next payment(s) of Rent falling due or, if the Lease
shall have expired, a refund of such overpayment.


 


(f)                                   Unless Tenant shall give notice
to Landlord that Tenant disputes the amount due in accordance with the
following provisions, specifying the basis for such dispute, each Expense
Statement furnished to Tenant by Landlord under this Section shall be
conclusively binding upon Tenant as to the Operating Expenses and Tenant’s
Share thereof due from Tenant for the period represented thereby; provided,
however, that additional amounts due may be required to be paid by any
supplemental statement furnished by Landlord. Pending resolution of any
dispute, Tenant shall pay Tenant’s Share in accordance with the Expense
Statement furnished by Landlord. Any payment due from Tenant to Landlord on
account of Tenant’s Share of Operating Expenses not yet determined as of the
Expiration Date shall be made within twenty (20) days after submission to
Tenant of the next Expense Statement, which obligation shall survive the
expiration or earlier termination of this Lease. in connection with any dispute
or any information from Landlord’s records obtained by Tenant with respect
thereto, Tenant covenants that (x) it will hold the results of any
investigation into Landlord’s records in the strictest confidence (provided,
however, that Tenant may discuss the results of such investigation with
its attorneys, accountants and other consultants and use the information
obtained in the investigation to the extent required in any legal or other
proceedings related thereto or as may be required by applicable law); and (ii) it
will cause any consultants retained by it to adhere to a similar covenant of
confidentiality for the benefit of Landlord. Notwithstanding anything herein to
the contrary, until ninety (90) days after Landlord’s delivery of an Expense
Statement, Tenant shall have the right, upon not less than two (2) days’
advance written notice to Landlord, to examine or have its appointed accountant
examine (during normal business hours), at Tenant’s sole cost and expense,
Landlord’s records related to Operating Expenses and the Base Year, provided
Tenant thereafter diligently and promptly completes such inspection, and such
inspection privilege shall not delay Tenant’s obligation to pay on account all
sums due pursuant to such Expense Statement. In the event Tenant’s examination
discloses any discrepancy, Landlord and Tenant shall use their best efforts to
resolve the dispute and make an appropriate adjustment. If the dispute is not
amicably resolved within thirty (30) days after the completion of Tenant’s
examination, the parties shall submit such dispute to arbitration pursuant


 


13

















 


to the rules and under the jurisdiction
of the American Arbitration Association in Princeton, New Jersey. The decision
rendered in such arbitration shall be final, binding and non-appealable. Except
as set forth herein, the expenses of arbitration, other than individual legal
and accounting expenses, which shall be the respective parties’ responsibility,
shall be divided equally between the parties. In the event, by agreement or as
a result of an arbitration decision, it is determined that Operating Expenses
claimed by Landlord exceeded actual Operating Expenses by more than two percent
(2%), the actual, reasonable costs to Tenant of Tenant’s audit (including legal
and accounting costs) and the cost of such arbitration shall be reimbursed by
Landlord. However, in the event it is determined in this same manner that
Landlord’s Expense statement is correct or deviated in Tenant’s favor, then
Tenant shall pay Tenant’s Share of Operating Expenses in accordance with the
Expense Statement furnished by Landlord and pay the cost of such arbitration.


 


(g)                                  Beginning with the next
installment of Annual Base Rent due after delivery of the statement of Tenant’s
Estimated Share (including the first such delivery on or about the commencement
of the Term), Tenant shall pay to Landlord, on account of Tenant’s Share of
Operating Expenses, one-twelfth (1112) of the Estimated Share for the current
calendar year multiplied by the number of full or partial calendar months
elapsed during the current calendar year up to and including the month payment
is made (less any amounts previously paid by Tenant on account of Tenant’s
Share of Operating Expenses for such period). On the first day of each succeeding
month up to the time Tenant shall receive a new statement of Tenant’s Estimated
Share, Tenant shall pay to Landlord, on account of Tenant’s Share of Operating
Expenses, one-twelfth (1/12) of the then current Estimated Share.


 


8.                                      UTILITIES
FURNISHED TO DEMISED PREMISES.


 


(a)                                 In addition to the Annual Base
Rent and Tenant’s Share of Operating Expenses, Tenant shall pay for all
utilities (including, without limitation, gas and electricity and, to the
extent separately billable, HVAC service) that are furnished to or consumed
within the Demised Premises. If a submeter or direct meter is installed for any
particular utility and if such submeter or direct meter is functioning
properly, Tenant shall pay for its use and consumption of such utility based on
its metered usage. If no meter or submeter is installed, Tenant shall pay a
pro-rata share of the Aggregate Utility Charge (as hereinafter defined). The “Aggregate
Utility Charge” means the total of all charges for the utility in question
attributable to the Demised Premises (without any Landlord mark-up) and other
areas of the Building covered by such utility (other than Common Areas) for the
relevant billing period, and Tenant’s pro-rata share shall be based on the
percentage that Tenant’s RSF bears to the total rentable square footage of the
areas of the Building serviced by such utility; provided that if less than all
of such areas have been occupied by tenants during the relevant billing period,
then the Aggregate Utility Charge shall be the amount Landlord reasonably
determines would normally be incurred for such utility service had all of such
areas been occupied by tenants during such billing period. To the extent
required, Landlord shall also make any necessary adjustments to equitably
allocate the cost of utility services to the Common Areas, if such services are
not separately metered.


 


(b)                                 Tenant shall pay all utility
bills within ten (10) days after receipt by Tenant, either from Landlord
or the billing authority. Landlord shall have the right, to be exercised by
written notice to Tenant and to the extent that the same may be lawfully
done, to direct Tenant to contract directly with the utility provider supplying
electricity and/or gas to the


 


14

















 


Building, in which event Tenant shall pay all
charges therefor directly to the utility provider. Landlord shall at all times
have the exclusive right to select the provider or providers of utility service
to the Demised Premises and the Property, and Landlord shall have the right of
access to the Demised Premises from time to time to install or remove utility
facilities.


 


9.                                      SERVICES.


 


(a)                                 Subject to payment by Tenant of
Operating Expenses and utilities as provided in Sections 7 and 8 above,
Landlord shall provide or cause to be provided the following services
throughout the Term:


 


(i)                                     Provide water for drinking,
lavatory and toilet purposes on the floor(s) on which the Demised Premises
are located;


 


(ii)                                  Furnish heat, ventilation and
air-conditioning (“HVAC Service”) to the Demised Premises for ordinary office
purposes between the hours of 8:00 a.m. and 6:00 p.m., Monday through
Friday (legal holidays excepted). Tenant, upon such advance notice as is
reasonably required by Landlord, shall have the right to receive HVAC Service
during non-business hours, provided that Tenant pays to Landlord the standard
rate then being charged by Landlord to tenants of the Building for overtime
HVAC Service, as determined by Landlord from time to time (provided, however,
that such rate shall not exceed $65.00 per hour, Landlord shall not impose upon
Tenant any minimum usage requirement and no overtime surcharge shall be imposed
to the extent that utilities required for HVAC Service to the Demised Premises
are separately metered and all separately metered consumption charges are
separately paid for by Tenant pursuant to Section 8 above);


 


(iii)                               Furnish electricity to the
Demised Premises for ordinary biomedical research and development laboratory
and ordinary office purposes. Tenant’s use of electrical service shall not
exceed, either in voltage, rated capacity or overall load, that which Landlord
determines is standard for office use at the Building.


 


(iv)                              Provide janitorial services in
accordance with Landlord’s building standard janitorial specifications as set
forth on Exhibit “D” attached hereto. Any and all additional or
specialized janitorial service desired by Tenant shall be contracted for by
Tenant directly with a vendor approved by Landlord (such approval not to be
unreasonably withheld, which permission shall not be unreasonably withheld,
delayed or conditioned), and the cost and payment thereof shall be the sole
responsibility of Tenant; and


 


(v)                                 Provide access, free of charge
(including use of the freight elevator in the Building), to the Building and
the Demised Premises twenty-four hours per day, seven days per week, subject to
reasonable security measures as may be implemented by Landlord.


 


(b)                                 If Tenant requests permission to
consume excess or supplemental electrical service, HVAC Service or other
utility services (which permission shall not be unreasonably withheld or
delayed), Landlord may condition its consent upon conditions that Landlord
reasonably determines, all costs for such additional service, including,
without limitation, required changes, replacements or additions to the existing
facilities servicing the Demised Premises, shall be paid for by Tenant at
Tenant’s sole cost and expense. Without limiting the foregoing, if Tenant’s
usage of electricity or other utility service is substantially in excess of
that for standard office tenancies and if such utility service to the Demised
Premises is not separately metered to the Demised Premises pursuant to Section 8
above, Landlord reserves


 


15

















 


the right to adjust Tenant’s pro-rata share
of such charges, as referred to in Section 8(a) above, in order to
equitably reflect a surcharge for such excess use.


 


(c)                                  Tenant shall directly reimburse
Landlord for any supplemental services requested by Tenant and supplied by
Landlord, said reimbursement to be paid within ten (10) days after Tenant’s
receipt of Landlord’s invoice therefor. Notwithstanding the foregoing, Landlord
shall have no obligation to provide any such supplemental services to Tenant.


 


(d)                                 It is understood that Landlord
does not warrant that any of the services referred to in this Section will
be free from interruption from causes beyond the reasonable control of
Landlord. No interruption of service shall ever be deemed an eviction or
disturbance of Tenant’s use and possession of the Demised Premises or any part thereof
or render Landlord liable to Tenant for damages, permit Tenant to abate Rent or
otherwise relieve Tenant from performance of Tenant’s obligations under this
Lease. Notwithstanding the foregoing, if any “Essential Service” (as
hereinafter defined) which Landlord is required to provide to the Demised
Premises pursuant to the terms of this Section is interrupted due to the
negligence of Landlord, its agents or employees (a “Service Interruption”) and
such Service Interruption causes all or a material portion of the Demised
Premises to be untenantable (the “Affected Space”) for a period of three (3) or
more consecutive business days after written notice (or oral notice if written
is not possible) thereof from Tenant to Landlord’s customer service call center
(the “Interruption Notice”), then, provided that Tenant shall have discontinued
business operations in the Affected Space, the Annual Base Rent shall abate in
the proportion that the rentable square footage of the Affected Space rendered
untenantable bears to the rentable square footage of the Demised Premises,
which abatement shall commence on the fourth (4th) business day following
Landlord’s receipt of the Interruption Notice and expire on the earlier of
Tenant’s re-commencement of business operations in the Affected Space or the
date that the Service Interruption is remedied. Notwithstanding the foregoing,
in no event shall Tenant be entitled to abatement or any other remedy if the
interruption of any Essential Service is caused in whole or in part by the
negligence of Tenant, its agents or employees. Tenant agrees that the rental
abatement described herein shall be Tenant’s sole remedy in the event of a
Service interruption and Tenant hereby waives any other rights against
Landlord, at law or in equity, in connection therewith, including, without
limitation, any right to terminate this Lease, to claim an actual or
constructive eviction, or to bring an action for money damages. For purposes of
this Section, an “Essential Service” shall mean the service provided by the
HVAC systems, plumbing and waste disposal systems and electrical systems (to
the extent supplied by Landlord). Nothing contained herein shall limit Tenant’s
right to abatement in the case of a fire or other casualty or condemnation as
provided in the “Fire or Casualty” or “Condemnation” Sections of this Lease.


 


10.                               CARE OF
DEMISED PREMISES. Tenant agrees, on behalf of itself, its employees and
agents that it shall:


 


(a)                                 Comply at all times with any and
all federal, state and local statutes, regulations, ordinances, and other
requirements of any of the constituted public authorities and insurers insuring
the Building relating to Tenant’s use, occupancy or alteration of the Demised
Premises;


 


(b)                                 Subject to the provisions of Section 12,
below, maintain, repair and replace the interior, non-structural portions of
the Demised Premises so as to keep same in safe, good order and repair, as and
when needed, and replace all glass broken by Tenant, its agents,


 


16

















 


employees or invitees with glass of the same
quality as that broken, except for glass broken by fire and extended
coverage-type risks, and commit no waste in the Demised Premises;


 


(c)                                  Not overload, damage or deface
the Demised Premises or do any act which might make void or voidable any
insurance on the Demised Premises or the Building or which may render an
increased or extra premium payable for insurance (and without prejudice to any
right or remedy of Landlord regarding this subparagraph, Landlord shall have
the right to collect from Tenant, upon demand, any such increase or extra
premium);


 


(d)                                 Not make any alteration of or
addition to the Demised Premises without the prior written approval of
Landlord, (which approval shall not be unreasonably withheld, delayed or
conditioned), except for interior, nonstructural alterations that do not exceed
more than Two Dollars ($2.00) per rentable square foot of the Demised Premises
in the aggregate in any one calendar year. All alterations performed in the
Demised Premises by Tenant, whether or not requiring Landlord’s consent, shall
be performed: (i) at Tenant’s sole cost and expense, (ii) by
contractors and subcontractors approved in advance in writing by Landlord, and (iii) in
a good and workmanlike manner and in accordance with all applicable laws and
ordinances. Upon completion of any alterations requiring Landlord’s consent
hereunder, Tenant shall pay to Landlord an amount equal to five percent (5%) of
the total cost of such alterations to reimburse Landlord for review of all
plans and specifications and final inspection of the work. All alterations to
the Demised Premises by Tenant shall be the property of Tenant until the
expiration or earlier termination of this Lease. Upon the expiration or earlier
termination of this Lease, all such alterations shall remain at the Demised
Premises and become the property of Landlord without payment by Landlord therefor.
Notwithstanding the foregoing, Landlord, at Landlord’s option, shall have the
right to require that any or all of such alterations be removed upon the
expiration or earlier termination of the Lease by providing written notice
thereof to Tenant, as a condition of Landlord’s approval, in which event
Tenant, at Tenant’s sole cost and expense, shall remove such alterations and
repair any resulting damage. Nothing in this Lease shall be construed to give
the Landlord title to or prevent Tenant’s removal of Tenant’s trade fixtures,
equipment and furniture, provided that Tenant repairs any damage to the Demised
Premises caused by such removal;


 


(e)                                  With the exception of the Lessee
Improvements approved by Landlord, not install any equipment of any kind
whatsoever which might necessitate any changes, replacements or additions to
any of the heating, ventilating, air-conditioning, electric, sanitary, elevator
or other systems serving the Demised Premises or any other portion of the
Building, or to any of the services required of Landlord under this Lease,
without the prior written approval of Landlord, and in the event such consent
is granted, such replacements, changes or additions shall be paid for by Tenant
at Tenant’s sole cost and expense;


 


(f)                                   Not place signs on the Demised
Premises except for (i) signs located entirely within the Demised Premises
and which are not visible from the exterior of the Demised Premises, (ii) a
suitable identification sign on the monument sign Landlord shall erect in the
vicinity of the main entrance to the Building, and (iii) signs on doors
provided that the lettering and text are approved by Landlord. In the event
that signage is constructed at the entrance to or elsewhere in the Complex that
identifies the occupants of the Complex or any material part of the Complex
(as opposed to the occupants of any individual building in the Complex), Tenant
shall


 


17

















 


be entitled to the use of a pro rata portion
(based upon rentable square footage occupied) of such signage to identify
itself thereon. Attached hereto as Exhibit “B-2” is Tenant’s logo, the use
of which on such monument sign, Tenant’s door and on any other sign on which
the Tenant may identify itself is approved by Landlord;


 


(g)                                  Not install or authorize the
installation of any coin operated vending machine, except for the dispensing of
coffee, and similar beverages to the employees of Tenant for consumption upon
the Demised Premises and except as permitted by the Building rules and regulations
referred to in paragraph 10(h), below; and


 


(h)                                 Observe the rules and
regulations annexed hereto as Exhibit “C,”, as Landlord may from time
to time amend the same, for the general safety, comfort and convenience of
Landlord, occupants and tenants of the Building, provided that such rules and
regulations are enforced in a non-discriminatory manner; and provided, further,
that Tenant shall be permitted to keep mice and other laboratory animals in the
Demised Premises in connection with the conduct of its business.


 


11.                               MECHANICS’
LIENS. Prior to Tenant performing any alterations to the Demised Premises for
which a lien could be filed against the Demised Premises or the Building,
Tenant shall have its contractor execute and file in the appropriate public
office a Waiver of Mechanics’ Lien, in form satisfactory to Landlord, and
provide Landlord with an original copy thereof. Tenant shall, within thirty
(30) days after notice from Landlord, discharge any mechanics’ lien for
materials or labor claimed to have been furnished to the Demised Premises on
Tenant’s behalf (except for work contracted for by Landlord) and shall
indemnify and hold harmless Landlord from any and all claims, costs, damages,
loss, liabilities and expenses (including, without limitation, reasonable
attorney’s fees) incurred by Landlord in connection therewith.


 


12.                               REPAIRS AND
MAINTENANCE. Landlord shall keep and maintain the Common Areas of
the Building clean and in good working order. Landlord shall further make, or
cause to be made, all necessary repairs to the structure and exterior of the
Building, as well as to the mechanical, HVAC, electrical and plumbing systems
servicing Building, provided that Landlord shall have no obligation to make any
repairs until Landlord shall have received notice of the need for such repair.
The cost of the foregoing maintenance and repairs shall be included in
Operating Expenses except to the extent expressly excluded therefrom pursuant
to Section 7. Notwithstanding the foregoing, all repairs made necessary by
Tenant’s specific use, occupancy or alteration of the Building, or by the
negligent acts of Tenant, its agents, employees or invitees (and, without
limiting the foregoing, any repairs or maintenance required to any specialized
or supplemental equipment installed by or for Tenant and not of a “building
standard” nature), shall be made at the sole cost and expense of Tenant.


 


13.                               SUBLETTING
AND ASSIGNING.


 


(a)                                 Tenant shall not assign this
Lease or sublet all or any portion of the Demised Premises, whether voluntarily
or by operation of law, without first obtaining Landlord’s prior written
consent thereto (which consent shall not be unreasonably withheld, delayed or
conditioned). Tenant acknowledges that, without in any way limiting the
foregoing, Landlord shall have the right to withhold its consent if, by way of
example and not limitation, (i) the reputation or financial responsibility
of a proposed assignee or subtenant is unsatisfactory to


 


18

















 


Landlord, (ii) if such subtenant’s or
assignee’s business is not for the Permitted Use or would significantly
increase the density of personnel use, (iii) provided there is space
available in the Building, if the proposed sublease or assignment is to a
tenant of the Building or to a prospect with whom Landlord is then negotiating
or has negotiated within the previous ninety (90) days, or (iv) if Tenant
is in default in the payment or performance of any of its obligations
hereunder. In addition, Tenant shall not mortgage, pledge or hypothecate this
Lease without first obtaining Landlord’s prior written consent thereto (which
consent shall not be unreasonably withheld, delayed or conditioned). Any
assignment, sublease, mortgage, pledge or hypothecation in violation of this Section shall
be void at the option of Landlord and shall constitute a default hereunder
without the opportunity for notice or cure by Tenant.


 


(b)                                 A transfer or sale by Tenant of
a majority of the voting shares, partnership interests or other controlling
interests in Tenant shall be deemed an assignment of this Lease by Tenant
requiring Landlord’s prior written consent pursuant to subparagraph (a) above.
Notwithstanding the foregoing, so long as Tenant is not in default under this
Lease, upon thirty (30) days prior written notice to Landlord, Tenant shall
have the right, without Landlord’s consent, to sublet all or a portion of the
Demised Premises or to assign this Lease to any entity which is an Affiliate
(as hereinafter defined) of Tenant so long as the Affiliate has a net worth
(excluding intangibles) equal to or greater than the net worth (excluding
intangibles) of Tenant as of the date of this Lease or as of the date of the
transfer, whichever is greater. As used herein, “Affiliate” shall mean any
entity (x) that directly owns more than fifty percent (50%) of the voting
shares, partnership interests or other controlling interests in Tenant, or (y) in
which Tenant owns such controlling interests, or (z) with which Tenant is
in common control by virtue of the ownership of such controlling interests by
another person or entity.


 


(c)                                  Notwithstanding the foregoing,
any such subletting or assignment (whether or not requiring Landlord’s consent)
shall not in any way relieve or release Tenant from liability for the payment
and performance of all obligations under this Lease (including, if applicable,
obligations relating to any extension of the Term), and Tenant shall remain
primarily liable to Landlord for all such obligations without release or
limitation by reason of any action or inaction by Landlord (including without
limitation any failure to take any action in the enforcement of this Lease
against the assignee or subtenant, any release or inaction with respect to any
security or collateral (including without limitation any failure to perfect any
interest therein), any forbearance, any failure to provide any notice to
Tenant, or any modification or amendment to this Lease). Furthermore, no
assignment will be valid unless the assignee shall execute and deliver to
Landlord an assumption of liability agreement in form satisfactory to
Landlord, including an assumption by the assignee of all of the obligations of
Tenant and the assignee’s ratification of and agreement to be bound by all the
provisions of this Lease; and no subletting will be valid unless Tenant and the
subtenant have executed and delivered to Landlord a sublease agreement pursuant
to which such subtenant agrees that the sublease shall be subject to all of the
terms and conditions of this Lease.


 


(d)                                 In the case of a sublease,
Tenant shall pay to Landlord, as Additional Rent hereunder, fifty percent (50%)
of all subrents or other sums or economic consideration received by Tenant
(after deducting Tenant’s reasonable costs of reletting), whether denominated
as rentals or otherwise, in excess of the monthly sums which Tenant is required
to pay under this Lease. In the case of an assignment of this Lease, Tenant
shall pay to Landlord, as Additional Rent hereunder, fifty percent (50%) of all
sums or economic consideration received by Tenant


 


19

















 


for the assignment (after deducting Tenant’s
reasonable costs in connection with the assignment), whether denominated as
rentals or otherwise.


 


(e)                                  When Tenant requests Landlord’s
consent to an assignment or sublease, it shall notify Landlord in writing of (i) the
name and address of the proposed assignee or subtenant; (ii) the nature
and character of the business of the proposed assignee or subtenant; (iii) financial
information including, if reasonably available, financial statements of the
proposed assignee or subtenant; (iv) the rental rate and material monetary
terms, such as rent concessions, work, or work allowance, at which Tenant
intends to sublet any of the Demised Premises or assign this Lease, the
proposed commencement date of the sublet or assignment and, in the case of a
sublet, the portion of the Demised Premises sought to be sublet and the length
of the sublet, and (v) as soon as reasonably available, a copy of the
proposed sublet or assignment documentation. Tenant shall thereafter promptly
provide to Landlord any and all other information and documents reasonably
requested by Landlord in order to assist Landlord with its consideration of
Tenant’s request hereunder.


 


(f)                                   Notwithstanding the provisions
set forth above, Landlord shall have ten (10) business days after receipt
of the written notice furnished pursuant to subsection (e) above to
elect to terminate this Lease in its entirety if the proposed transaction was
an assignment or a sublease of substantially all of the Demised Premises, or to
terminate this Lease only with respect to the space proposed to be sublet, if
the proposed transaction was a sublease of less than substantially all of the
Demised Premises, in each case by written notice to Tenant, in which event this
Lease shall automatically terminate with respect to all or such portion of the
Demised Premises as the case may be, on the ninetieth (90th) day following
Tenant’s receipt of the such notice with the same force and effect as if the
termination date had been designated as the expiration date of this Lease and,
in the event this Lease is to terminate as to only a part of the Demised
Premises, Landlord shall, as promptly as possible, perform all demising
work necessary or appropriate to divide the space as to which this Lease is to
terminate from the remainder of the Demised Premises in full compliance with
all applicable laws, rules and regulations and fully restore to their
prior condition the part of the Demised Premises as to which this Lease
shall continue in effect. In the event that Landlord elects not to terminate
the Lease wholly or in part as set forth above, then the remaining
provisions of this Section 13 shall be applicable.


 


(g)                                  No subletting, occupancy or
collection of rent with respect to a subtenant or assignee shall be deemed the
acceptance of the subtenant or occupant as tenant under this Lease unless
otherwise consented to by Landlord. The consent by Landlord to an assignment or
subletting where such Landlord consent is required shall not in any respect be
construed to relieve Tenant from obtaining the express consent in writing of
Landlord to any further assignment or subletting.


 


(h)                                 Tenant shall pay to Landlord,
promptly upon demand therefor, all reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys’ fees and disbursements)
incurred by Landlord in connection with the granting of consent to any
assignment of this Lease or sublease of all or any part of the Demised
Premises.


 


14.                               FIRE OR
CASUALTY. In the event that the whole or a substantial part of
the Building or the Demised Premises is damaged or destroyed by fire or other
casualty, then, within forty-five (45) days after the date that Landlord
receives notice of such fire or other casualty, Landlord shall provide written
notice to Tenant as to whether Landlord intends to repair or


 


20

















 


rebuild and the estimated time
period for the completion thereof. In the event that Landlord’s notice provides
that the repairs to the Demised Premises are estimated to require more than two
hundred seventy (270) days to complete, then Tenant shall have the right to
terminate this Lease by providing written notice thereof to Landlord within
thirty days (30) after receipt of Landlord’s notice. In the event that Landlord
elects to repair or rebuild (and Tenant does not have the right to, or has
elected not to, terminate this Lease in accordance with the foregoing
sentence), Landlord shall thereupon cause the damage (excepting, however,
damage to Tenant’s furniture, fixtures, equipment and other personal property
in, and all alterations and improvements performed by Tenant to, the Demised
Premises, which shall be Tenant’s responsibility to restore) to be repaired
with reasonable speed, subject to delays which may arise by reason of
adjustment of loss under insurance policies and for delays beyond the
reasonable control of Landlord, it being further understood that in such case
this Lease shall remain in effect regardless of whether the actual time for
completion of restoration shall differ from the initial estimate. In the event
the damage shall be so extensive that Landlord shall decide not to repair or rebuild,
or if any mortgagee, having the right to do so, shall direct that the insurance
proceeds are to be applied to reduce the mortgage debt rather than to the
repair of such damage, this Lease shall, at the option of Landlord, be
terminated effective as of the date of casualty. To the extent and for the time
that the Demised Premises are rendered untenantable on account of fire or other
casualty, the Rent shall proportionately abate; provided, however, that if the
tenantable portion of the Demised Premises is too small to be suitable for the
Permitted Use, then Tenant shall have the right to terminate this Lease by
providing written notice thereof to Landlord within thirty (30) days after the
date of casualty.


 


15.                               EMINENT
DOMAIN. If the whole or a substantial part of the Building
is taken or condemned for a public or quasi-public use under any statute or by
right of eminent domain by any competent authority or sold in lieu of such
taking or condemnation, such that in the opinion of Landlord the Building is
not economically operable as before without substantial alteration or
reconstruction, this Lease shall automatically terminate on the date that the
right to possession shall vest in the condemning authority (the ‘Taking Date”),
with Rent being adjusted to said Taking Date, and Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease. Tenant
shall have no claim against Landlord and no claim or right to any portion of
any amount that may be awarded as damages or paid as a result of any
taking, condemnation or purchase in lieu thereof; all rights of Tenant thereto
are hereby assigned by Tenant to Landlord. If any part of the Demised
Premises is so taken or condemned and this Lease is not terminated in
accordance with the foregoing provisions of this Section, this Lease shall
automatically terminate as to the portion of the Demised Premises so taken or
condemned, as of the Taking Date, and this Lease shall continue in full force
as to the remainder of the Demised Premises, with Rent abating only to the
extent of the Demised Premises so taken or condemned; provided, however, that
if the remaining portion of the Demised Premises is no longer suitable for the
Permitted Use, then Tenant shall have the right to terminate this Lease by
providing written notice thereof to Landlord within thirty (30) days after the
Taking Date.


 


16.                               INSOLVENCY. (a) The
appointment of a receiver or trustee to take possession of all or a portion of
the assets of Tenant or any guarantor of Tenant’s obligations hereunder (a “Guarantor”)
that is not removed within sixty (60) days, or (b) an assignment by Tenant
or any Guarantor for the benefit of creditors, or (c) the institution by
or against Tenant or any Guarantor of any proceedings for bankruptcy or reorganization
under any state or federal law (unless in the


 


21

















 


case of involuntary proceedings,
the same shall be dismissed within sixty (60) days after institution), or (d) any
execution issued against Tenant or any Guarantor which is not stayed or
discharged within fifteen (15) days after issuance of any execution sale of the
assets of Tenant, shall constitute a breach of this Lease by Tenant. Landlord
in the event of such a breach, shall have, without need of further notice, the
rights enumerated in Section 17 herein. It is further agreed that for this
purpose the term “Tenant° means the tenant in possession under this Lease and
none other.


 


17.                               DEFAULT.


 


(a)                                 If (i) Tenant shall fail to
pay Rent or any other sum payable to Landlord hereunder when due and such
failure continues for more than five (5) days after written notice thereof
from Landlord to Tenant (provided, however, that Landlord shall not be required
to provide written notice to Tenant more than two times during any twelve month
period), or (ii) any of the events specified in Section 16 occur; or (iii) Tenant
fails to occupy the Demised Premises within ninety (90) days after the
Commencement Date or abandons the Demised Premises during the term hereof or
removes or manifests an intention to remove all or substantially all of Tenant’s
goods or property therefrom other than in the ordinary and usual course of
Tenant’s business; or (iv) Tenant sublets the Demised Premises or assigns
this Lease in violation of the provisions of Section 13 hereof; or (v) Tenant
fails to maintain the insurance required pursuant to Section 19 hereof; or
(vi) Tenant fails to pay Landlord the Security Deposit within the time
periods prescribed by Section 6 hereof; or (vii) Tenant fails to perform or
observe any of the other covenants, terms or conditions contained in this Lease
and such failure continues for more than fifteen (15) days after written notice
thereof from Landlord (or such longer period as is reasonably required to
correct any such default, provided Tenant promptly commences and diligently
continues to effectuate a cure, but in any event within sixty (60) days after
written notice thereof by Landlord); then and in any of said cases
(notwithstanding any former breach of covenant or waiver thereof in a former
instance), Landlord, in addition to all other rights and remedies available to
it by law or equity or by any other provisions hereof, may at any time
thereafter:


 


(i)                                     declare to be immediately due
and payable, a sum equal to the Accelerated Rent Component (as hereinafter
defined), and Tenant shall remain liable to Landlord as hereinafter provided;


 


(ii)                                  terminate this Lease upon
written notice to Tenant and, on the date specified in said notice, this Lease
and the term hereby demised and all rights of Tenant hereunder shall expire and
terminate and Tenant shall thereupon quit and surrender possession of the
Demised Premises to Landlord in the condition elsewhere herein required, and
Tenant shall remain liable to Landlord as hereinafter provided; and/or


 


(iii)                               enter upon and repossess the
Demised Premises, by force, summary proceedings, ejectment or otherwise, and
dispossess Tenant and remove Tenant and all other persons and property from the
Demised Premises, without being liable to Tenant for prosecution or damages
therefor, and Tenant shall remain liable to Landlord as hereinafter provided.


 


(b)                                 For purposes herein, the
Accelerated Rent Component shall mean the aggregate of:


 


22

















 


(i)                                     all Rent and other charges,
payments, costs and expenses due from Tenant to Landlord and in arrears at the
time of the election of Landlord to recover the Accelerated Rent Component;


 


(ii)                                  the Annual Base Rent reserved
for the then entire unexpired balance of the Term (taken without regard to any
early termination of the Term by virtue of any default or any early termination
rights set forth herein), plus all other charges, payments, costs and expenses
herein agreed to be paid by Tenant up to the end of the Term which shall be
capable of precise determination at the time of Landlord’s election to recover
the Accelerated Rent Component, discounted to then present value at the Prime
Rate (as defined in Section 7(b)(2)); and


 


(iii)                               Landlord’s good faith estimate
of all charges, payments, costs and expenses herein agreed to be paid by Tenant
up to the end of the Term which shall not be capable of precise determination
as aforesaid, discounted to then present value at the Prime Rate (and for such purposes
no estimate of any component of the Additional Rent to accrue pursuant to the
provisions of Sections 7 and Section 8 hereof shall be less than the
amount which would be due if each such component continued at the average
monthly rate or amount in effect during the twelve (12) months immediately
preceding the default).


 


(c)                                  In any case in which Landlord
shall have entered upon and repossessed the Demised Premises, Landlord may (but
shall be under no obligation to attempt to) relet all or any portion of the
Demised Premises for and upon such terms as Landlord, in its sole discretion,
shall determine. Landlord need not consider any proposed tenant offered by
Tenant in connection with such reletting. For the purpose of such retelling,
Landlord may decorate or make reasonable repairs, changes, alterations or
additions to the Demised Premises to the extent deemed desirable or convenient
by Landlord. All costs of reletting, including, without limitation, the cost of
such repairs, changes, alterations and additions, brokerage commissions and
legal fees, shall be charged to and be payable by Tenant as Additional Rent
hereunder. Any sums collected by Landlord from any new tenant shall be credited
against the balance of the Annual Base Rent and Additional Rent due hereunder
as aforesaid.


 


(d)                                 Tenant shall, with respect to
all periods of time up to and including the expiration of the term of this
Lease (or what would have been the expiration date in the absence of default or
breach) remain liable to Landlord as follows:


 


(i)                                     In the event of termination of
this Lease on account of Tenant’s default or breach, Tenant shall remain liable
to Landlord for damages equal to the rent and other charges payable under this
Lease by Tenant as if this Lease were still in effect, less the net proceeds of
any reletting after deducting all costs incident thereto (including without
limitation all repossession costs, brokerage and management commissions,
operating and legal expenses and fees, alteration costs and expenses of preparation
for reletting) and to the extent such damages shall not have been recovered by
Landlord by virtue of payment by Tenant of the Accelerated Rent Component (but
without prejudice to the right of Landlord to demand and receive the
Accelerated Rent Component), such damages shall be payable to Landlord, at
Landlord’s option, monthly upon presentation to Tenant of a bill for the amount
due or at such other intervals or times as Landlord shall determine.


 


(ii)                                  In the event and so long as this
Lease shall not have been terminated after default or breach by Tenant, the
rent and all other charges payable under this


 


23

















 


Lease shall be reduced by the net proceeds of
any reletting by Landlord (after deducting all costs incident thereto as above
set forth) and by any portion of the Accelerated Rent Component paid by Tenant
to Landlord (but without prejudice to the right of Landlord to demand and
receive the Accelerated Rent Component), and any amount due to Landlord shall be
payable monthly, at Landlord’s option, upon presentation to Tenant of a bill
for the amount due, or at such other intervals or times as Landlord shall
determine.


 


(e)                                  If Landlord shall, after default
or breach by Tenant, recover the Accelerated Rent Component from Tenant and it
shall be determined at the expiration of the term of this Lease (taken without
regard to early termination for default) that a credit is due Tenant because
the net proceeds of reletting, as aforesaid, plus the amounts paid to Landlord
by Tenant exceed the aggregate of rent and other charges accrued in favor of
Landlord to the end of the term, Landlord shall refund such excess to Tenant
(but not an amount more than the rent and additional rent paid by Tenant for
any particular period of time), without interest, promptly after such
determination.


 


(f)                                   Nothing contained in this Lease
shall limit or prejudice the right of Landlord to prove for and obtain as
damages incident to a termination of or default under this Lease, in any
bankruptcy, reorganization or other court proceedings, the maximum amount
allowed by any statute or rule of law in effect when such damages are to
be proved.


 


(g)                                  Landlord shall in no event be
responsible or liable for any failure to relet the Demised Premises or any part thereof,
or for any failure to collect any Rent due upon a reletting.


 


(h)                                 Tenant shall pay upon demand all
of Landlord’s costs, charges and expenses, including the fees and out-of-pocket
expenses of counsel, agents and others retained by Landlord, incurred in
enforcing Tenant’s obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which Tenant causes Landlord, without
Landlord’s fault, to become involved or concerned.


 


(i)                                     INTENTIONALLY DELETED.


 


(j)                                    INTENTIONALLY DELETED.


 


(k)                                 INTENTIONALLY DELETED.


 


(l)                                     If Annual Base Rent shall be
overdue for more than five (5) days or if any other sum due from Tenant to
Landlord shall be overdue for more than five (5) business days following
receipt of Landlord’s invoice therefore, it shall thereafter bear interest at
the rate of ten percent (10%) per annum.


 


(m)                             All remedies available to
Landlord hereunder and at law and in equity shall be cumulative and concurrent.
No termination of this Lease nor taking or recovering possession of the Demised
Premises shall deprive Landlord of any remedies or actions against Tenant for
Rent, for charges or for damages for the breach of any covenant, agreement or condition
herein contained, nor shall the bringing of any such action for Rent, charges
or breach of covenant, agreement or condition, nor the resort to any other
remedy or right for the recovery of Rent, charges or damages for such breach be
construed as a waiver or release of the right to insist upon the forfeiture and
to obtain possession. No reentering or taking possession of the Demised
Premises, or making of repairs, alterations or improvements thereto, or
reletting


 


24

















 


thereof, shall be construed as an election on
the part of Landlord to terminate this Lease unless written notice of such
election to terminate is given by Landlord to Tenant.


 


(n)                                 NONWAIVER. No waiver of any provision of
this Lease shall be implied by any failure of Landlord to enforce any remedy
allowed for the violation of such provision, even if such violation is
continued or repeated, and no express waiver shall affect any provision other
than the one(s) specified in such waiver and only for the time and in the
manner specifically stated. No receipt of monies by Landlord from Tenant after
the termination of this Lease shall in any way alter the length of the Term or
of Tenant’s right of possession hereunder or after the giving of any notice
shall reinstate, continue or extend the Term or affect any notice given to
Tenant prior to the receipt of such moneys, it being agreed that after the
service of notice or the commencement of a suit or after final judgment for
possession of the Demised Premises, Landlord may receive and collect any
Rent due, and the payment of said Rent shall not waive or affect said notice,
suit or judgment. The receipt by Landlord of a lesser amount than the Annual
Base Rent or any Additional Rent due shall not be construed to be other than a
payment on account of the Annual Base Rent or Additional Rent then due, and any
statement on Tenant’s check or any letter accompanying Tenant’s check to the
contrary shall not be deemed an accord and satisfaction, and Landlord may accept
such payment without prejudice to Landlord’s right to recover the balance of
the Annual Base Rent or Additional Rent due or to pursue any other remedies
provided in this Lease or otherwise.


 


18.                               LANDLORD’S
RIGHT TO CURE. Landlord may (but shall not be obligated), on five
(5) days notice to Tenant (except that no notice need be given in case of
emergency) cure on behalf of Tenant any default hereunder by Tenant, and the
cost of such cure (including any attorney’s fees reasonably incurred) shall be
deemed Additional Rent payable upon demand.


 


19.                               INSURANCE. Tenant
shall at all times during the Term, including any renewal or extension thereof,
at Tenant’s sole cost and expense, maintain in full force and effect with
respect to the Demised Premises and Tenant’s use thereof from insurance
companies reasonably acceptable to Landlord: (i) comprehensive general
liability insurance, covering injury to person and property in amounts at least
equal to Two Million Dollars ($2,000,000) per occurrence and annual aggregate
limit for bodily injury and One Million Dollars ($1,000,000) per occurrence and
annual aggregate limit for property damage, with increases in such limits as
Landlord may from time to time reasonably request, and (ii) all-risk
or fire and extended coverage insurance upon all furniture, trade fixtures,
equipment and other personal property in, and all alterations and improvements
performed by Tenant to, the Demised Premises for the full replacement value of
the same. All liability insurance policies shall name Landlord, the Property
Manager and at Landlord’s request any mortgagee of all or any portion of the
Property as additional insureds. Tenant shall deliver to Landlord certificates
of such insurance at or prior to the Commencement Date, together with evidence
of paid-up premiums, and shall deliver to Landlord renewals thereof at least
thirty (30) days prior to expiration. All such policies and certificates shall
provide that such insurance coverage may not be cancelled or materially
amended unless Landlord, the Property Manager and any mortgagee designated by
Landlord as aforesaid are given at least thirty (30) days prior written notice
of the same.


 


25














 


20.                               LIABILITY.


 


(a)                                 Each of the parties hereto
hereby releases the other, to the extent of the releasing party’s insurance
coverage, from any and all liability for any loss or damage covered by such
insurance which may be inflicted upon the property of such party even if
such loss or damage shall be brought about by the fault or negligence of the
other party, its agents or employees; provided, however, that this release
shall be effective only with respect to loss or damage occurring during such
time as the appropriate policy of insurance shall contain a clause to the
effect that this release shall not affect the policy or the right of the
insured to recover thereunder. If any policy does not permit such a waiver, and
if the party to benefit therefrom requests that such a waiver be obtained, the
other party agrees to obtain an endorsement to its insurance policies
permitting such waiver of subrogation if it is available; provided that if an
additional premium is charged for such waiver, the party benefiting therefrom
agrees to pay the amount of such additional premium promptly upon being billed
therefor.


 


(b)                                 Without limiting the foregoing,
Landlord, its agents and employees shall not be liable to Tenant, and Tenant
hereby releases Landlord, its agents and employees, for any loss of life,
personal injury or damage to property in the Demised Premises from any cause
whatsoever unless such loss, injury or damage is the result of the negligence
or willful misconduct of Landlord, its agents or employees. Notwithstanding
anything to the contrary set forth in this Lease, Landlord, its agents and
employees shall in no event be liable to Tenant, and Tenant hereby releases
Landlord, its agents and employees, for any loss or damage to property, whether
or not the result of the negligence or willful misconduct of Landlord, its
agents or employees, to the extent that Tenant would be covered by insurance
that Tenant is required to carry hereunder or is covered by insurance
regardless of the insurance requirements set forth herein, or to the extent of
insurance customarily maintained by similarly situated tenants for the risk in
question (even if Tenant failed to maintain such insurance). Tenant shall and
does hereby indemnify and hold Landlord, its agents and employees harmless from
and against any and all claims, actions, damages, liability and expenses
(including reasonable attorneys fees) in connection with any loss of life,
personal injury or damage to property in or about the Demised Premises or
arising out of the use or occupancy of the Demised Premises by Tenant, its
agents, employees, invitees or contractors, or occasioned in whole or in part by
Tenant, its agents, employees, invitees or contractors, unless such loss,
injury or damage was caused by the negligence or willful misconduct of
Landlord, its agents or employees. Tenant’s covenants, obligations and
liabilities under this Section shall survive the expiration or earlier
termination of this Lease.


 


(c)                                  Notwithstanding anything to the
contrary contained in this Lease, it is expressly understood and agreed by
Tenant that none of Landlord’s covenants, undertakings or agreements are made
or intended as personal covenants, undertakings or agreements by Landlord or
its partners, shareholders or trustees, or any of their respective partners,
shareholders or trustees, and any liability for damage or breach or
nonperformance by Landlord, its agents or employees or for the negligence of
Landlord, its agents or employees, shall be collectible only out of Landlord’s
interest in the Building and no personal liability is assumed by, nor at any
time may be asserted against, Landlord or its partners, shareholders or
trustees or any of its or their partners, shareholders, trustees, officers,
agents, employees, legal representatives, successors or assigns, if any; all
such liability, if any, being expressly waived and released by Tenant.
Notwithstanding anything to the contrary contained in this Lease, in no event
shall Landlord be


 


26

















 


liable to Tenant for any consequential
damages, lost profits, loss of business or other similar damages, regardless of
whether the same arises out of the negligence of Landlord, its agents or
employees.


 


21.                               ENVIRONMENTAL
MATTERS.


 


(a)                                 Tenant shall conduct, and cause
to be conducted, all operations and activity at the Demised Premises in
compliance with, and shall in all other respects applicable to the Demised
Premises comply with, all applicable present and future federal, state,
municipal and other governmental statutes, ordinances, regulations, orders,
directives and other requirements, and all present and future requirements of
common law, concerning the environment (hereinafter collectively called “Environmental
Statutes”) including, without limitation, (i) those relating to the
generation, use, handling, treatment, storage, transportation, release,
emission, disposal, remediation or presence of any material, substance, liquid,
effluent or product, including, without limitation, hazardous substances, hazardous
waste or hazardous materials, (ii) those concerning conditions at, below
or above the surface of the ground and (iii) those concerning conditions
in, at or outside the Building.


 


(b)                                 Tenant, its agents, employees,
contractors and invitees shall not cause or suffer or permit to occur in, on or
under the Demised Premises any generation, use, manufacturing, refining,
transportation, emission, release, treatment, storage, disposal, presence or
handling of hazardous substances (including without limitation asbestos and
petroleum products), hazardous wastes or hazardous materials (as such terms are
now or hereafter defined under any Environmental Statute) or any other
material, substance, liquid, effluent or product now or hereafter regulated by
any Environmental Statute (all of the foregoing herein collectively called “Hazardous
Substances”), except that biological, chemical and biochemical reagents and
other substances, construction materials (other than asbestos or
polychlorinated biphenyls), office equipment and cleaning solutions, and other
maintenance materials that are or contain Hazardous Substances may be
used, generated, handled or stored on the Demised Premises, provided such is
incident to and reasonably necessary for the operation of Tenant’s business or
the operation and maintenance of the Demised Premises for the Permitted Use and
is in compliance with all Environmental Statutes and all other applicable
governmental requirements. Should Tenant, its agents, employees, contractors or
invitees cause any release of Hazardous Substances at the Demised Premises,
Tenant shall immediately notify Landlord in writing and immediately contain,
remove and dispose of, such Hazardous Substances and any material that was
contaminated by the release and to remedy and mitigate all threats to human
health or the environment relating to such release. When conducting any such
measures the Tenant shall comply with all Environmental Statutes.


 


(c)                                  Tenant hereby agrees to
indemnify and to hold harmless Landlord, its agents and employees, of, from and
against any and all expense, loss or liability suffered by Landlord by reason
of Tenant’s breach of any of the provisions of this Section, including, but not
limited to, (i) any and all expenses that Landlord, its agents and
employees may incur in complying with any Environmental Statutes, (ii) any
and all costs that Landlord, its agents and employees may incur in
studying, assessing, containing, removing, remedying, mitigating, or otherwise
responding to, the release of any Hazardous Substance or waste at or from the
Demised Premises, (iii) any and all costs for which Landlord, its agents
and employees may be liable to any governmental agency for studying,
assessing, containing, removing, remedying,


 


27

















 


mitigating, or otherwise responding to, the
release of a Hazardous Substance or waste at/or from the Demised Premises, (iv) any
and all fines or penalties assessed, or threatened to be assessed, upon
Landlord, its agents and employees by reason of a failure of Tenant to comply
with any obligations, covenants or conditions set forth in this Section, and (v) any
and all legal fees and costs incurred by Landlord, its agents and employees in
connection with any of the foregoing.


 


(d)                                 Tenant’s covenants, obligations
and liabilities under this Section shall survive the expiration or earlier
termination of this Lease.


 


(e)                                  Landlord represents and warrants
to Tenant that, except as may be provided in that certain Site History
Report, Ingersoll Rand Company Facility, Phillipsburg, New Jersey dated October 2004
(Document Number 03710-162-SHR) prepared by ENSR international, a letter from
RT Environmental Services, Inc addressed to Mr. Thomas Kosonen of Bear
Stearns Commercial Mortgage, Inc., dated September 8, 2004 containing
an Executive Summary Modified Phase I Environmental Assessment of the Property,
and a letter from RT Environmental Services, Inc addressed to Ms. Michele
Devine of Preferred Real Estate Investments, Inc., dated May 10, 2005
containing a Report of indoor Air Quality Testing — 4th Floor – Building 20,
Phillipsburg Commerce Center (collectively, the “Environmental Reports”), (i) to Landlord’s
actual knowledge, the Property is not in violation of any applicable
Environmental Statutes as of the date hereof, (ii) the Landlord has not
received any notices of violations from any governmental authority with respect
to violations of Environmental Statutes that remain uncured, (iii) to
Landlord’s actual knowledge, no Hazardous Substances are present on the
Property except those identified in the Environmental Reports and those
contained in office equipment, cleaning solutions and other maintenance
materials the use of which is incident to and reasonably necessary for the
operation and maintenance of the Property and in compliance with all
Environmental Statutes and all other applicable governmental requirements, and (iv) if
the Demised Premises contains asbestos and asbestos- or formaldehyde-containing
materials they will be remediated as required by Environmental Statutes or will
be managed under an Operations and Maintenance Plan. Tenant acknowledges that
Landlord has provided Tenant with a copy of the Environmental Reports and that
Tenant has reviewed the same.


 


22.                               SUBORDINATION. This
Lease is and shall be subject and subordinate to all of the terms and
conditions of all underlying mortgages and to all ground or underlying leases
of the entire Building which may now or hereafter encumber the Building
and/or the Property, and to all renewals, modifications, consolidations,
replacements and extensions thereof, provided, however, that with respect to
future mortgages, this Lease shall be subject and subordinate so long as the
holder of any such mortgage shall have provided to Tenant a nondisturbance
agreement which shall provide, inter alia, that (a) Tenant’s rights
under this Lease shall not be extinguished by any foreclosure or other
enforcement proceedings so long as Tenant is not in default under this Lease (b) subject
to the foregoing, the Tenant’s rights under this Lease are subordinate to the
rights of the holder of such mortgagee, and (c) Tenant shall attorn to the
holder of such mortgage. Except as provided above, this clause shall be
self-operative and no further instrument of subordination shall be necessary.
Notwithstanding the automatic subordination of this Lease, Tenant shall
execute, within five (5) business days after request, any certificate that
Landlord may reasonably require acknowledging such subordination. If
Landlord has attached to this Lease, or subsequently delivers to Tenant, a form of
subordination agreement required by a mortgagee of the Property, Tenant shall
execute and return the same to Landlord within five (5) business days
after receipt thereof by Tenant. Notwithstanding the foregoing, the


 


28

















 


party holding the instrument to
which this Lease is subordinate shall have the right to recognize and preserve
this Lease in the event of any foreclosure sale or possessory action, and in
such case this Lease shall continue in full force and effect at the option of
the party holding the superior lien (subject to the limitations in Sections 20(c) and
31(c)), and Tenant shall attorn to such party and shall execute, acknowledge
and deliver any instrument that has for its purpose and effect the confirmation
of such attornment.


 


23.                               ESTOPPEL
STATEMENT. Tenant shall from time to time (but not more than twice
in any twelve (12) month period), within five (5) business days after request
by Landlord, execute, acknowledge and deliver to Landlord a statement
certifying that this Lease is unmodified and in full force and effect (or that
the same is in full force and effect as modified, listing any instruments or
modifications), the dates to which Rent and other charges have been paid, and
whether or not, to the best of Tenant’s knowledge, Landlord is in default or
whether Tenant has any claims or demands against Landlord (and, if so, the
default, claim and/or demand shall be specified), and such other information
reasonably requested by Landlord.


 


24.                               RESERVATION
OF LANDLORD’S RIGHTS. Notwithstanding anything to the contrary contained
herein, Landlord explicitly reserves, without limitation, the following rights,
each of which Landlord may exercise without liability to Tenant, and the
exercise of any such rights shall not be deemed to constitute an eviction or
disturbance of Tenant’s use or possession of the Demised Premises and shall not
give rise to any claim for setoff or abatement of Rent or any other claim or
otherwise affect any of Tenant’s obligations hereunder:


 


(a)                                 to decorate or make repairs,
alterations, additions or improvements, whether structural or otherwise, in and
about the Property, including the Building and the Common Areas, and/or to
discontinue the availability of any Common Areas or to substitute different
Common Areas (provided that Landlord shall maintain such Common Areas as are
necessary to provide reasonable access and use of the Demised Premises, and
provided further that, during the continuance of any work by Landlord, Landlord
may temporarily close doors, entrance ways, corridors or any other public
areas of the Building, or temporarily suspend services or the use of
facilities, so long as Landlord endeavors to minimize any undue disruption to
Tenant’s access);


 


(b)                                 to regulate delivery of supplies
and the usage of common loading docks, receiving areas and freight elevators,
if any;


 


(c)                                  to enter the Demised Premises at
reasonable times and upon reasonable notice to inspect the Demised Premises and
to make repairs, alterations or improvements to the Demised Premises or other
portions of the Building, including other tenants’ premises, provided that
Landlord shall use reasonable efforts to avoid interference to the conduct of
Tenant’s business operations therein;


 


(d)                                 to erect, use and maintain
pipes, ducts, wiring and conduits, and appurtenances thereto, in and through
the Demised Premises in reasonable locations, provided that Landlord shall use
reasonable efforts to avoid material interference to the conduct of Tenant’s
business operations therein; provided, however, that Landlord shall have no
right to place any pipes or conduits in the Demised Premises except in
concealed positions and provided the same do not reduce Tenant’s useable space.
No such placement of pipes or conduits shall be made in the Demised Premises,
and no entry shall be made by Landlord for the purpose of


 


29

















 


making repairs, alterations, improvements or
additions, unless the latter or such placement of pipes or conduits is
necessary to correct a default of Tenant, to carry out an obligation of
Landlord to Tenant under this Lease, to perform a repair needed for the
Building, to provide services to another tenant of the Building, or to comply
with a requirement of law or the Board of Fire Underwriters where such
compliance is the duty of Landlord under this Lease.


 


(e)                                  to exclusively utilize the
roofs, telephone, electrical and janitorial closets, equipment rooms, building
risers and similar areas that are used by Landlord for the provision of
Building services; and


 


(f)                                   to show the Demised Premises to
prospective mortgagees and purchasers and, during the six (6) months prior
to expiration of the Term, to prospective tenants.


 


25.                               EXPIRATION
OF TERM; HOLDING-OVER. Upon or prior to the expiration or earlier termination
of this Lease, Tenant shall remove Tenant’s goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Demised
Premises to Landlord peaceably and quietly in as good order and condition as
existed at the inception of the Term, reasonable use and wear thereof, damage
from fire and extended coverage type risks, and repairs which are Landlord’s
obligation excepted. Goods and effects not removed by Tenant at the termination
of this Lease, however terminated, shall be considered abandoned and Landlord may dispose
of and/or store the same as it deems expedient, the cost thereof to be charged
to Tenant. Should Tenant continue to occupy the Demised Premises after the
expiration of the Term, including any renewal or renewals thereof, or after a
forfeiture incurred, such tenancy shall (without limitation of any of Landlord’s
rights or remedies therefor) be one at sufferance at a minimum monthly rental
equal to one hundred fifty percent (150%) of the greater of: (i) the Rent
payable for the last full month of the Term, or (ii) the fair market gross
rental for the Demised Premises as reasonably determined by Landlord. No
holdover by Tenant or payment by Tenant after the expiration or earlier
termination of this Lease shall be construed to extend the Term or prevent
Landlord from immediate recovery of the Demised Premises by summary proceedings
or otherwise. In the event that Landlord is unable to deliver possession of the
Demised Premises to a new tenant or to perform improvements for a new
tenant as a result of any holdover by Tenant after receipt of Landlord’s notice
to vacate, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers as a result of
Tenant’s holdover.


 


26.                               INTENTIONALLY
DELETED.


 


27.                               FINANCIAL
STATEMENTS. Upon the request of any mortgagee, prospective
mortgagee or prospective purchaser of the Property, Tenant shall provide to
Landlord complete copies of Tenant’s latest annual financial statements on file
with the Securities and Exchange Commission and, subject to mutually acceptable
confidentiality agreements, such other information as may be reasonably
requested by such mortgagee and/or purchaser.


 


28.                               RENT, USE
AND OCCUPANCY TAX. If, during the Term, including any renewal or extension
thereof, any tax is imposed upon the privilege of renting or occupying the
Demised Premises, Tenant’s use of the Demised Premises, or upon the amount of
rentals collected therefor, Tenant will pay each month, as Additional Rent, a
sum equal to such tax or charge that is imposed for such month, but nothing
herein shall be taken to require Tenant to pay any income, estate, inheritance
or franchise tax imposed upon Landlord.


 


30

















 


29.                               QUIET
ENJOYMENT. Tenant, upon paying the Rent, and observing and keeping
all covenants, agreements and conditions of this Lease on its part to be
kept, shall quietly have and enjoy the Demised Premises during the term of this
Lease without hindrance or molestation by anyone claiming by or through
Landlord, subject, however, to the exceptions, reservations and conditions of
this Lease and of record.


 


30.                               NOTICES. All
notices required to be given hereunder shall be sent by registered or certified
mail, return receipt requested, by Federal Express or other overnight express
delivery service or by hand delivery against written receipt or signed proof of
delivery, to the respective Notice Addresses set forth in Section 1
(Fundamental Lease Provisions), and to such other person and address as each
party may from time to time designate in writing to the other. Notices
shall be deemed to have been received on the date delivered when sent by hand
delivery, the next day when sent by Federal Express or other overnight express
delivery service, and within two (2) business days when sent by registered
or certified mail.


 


31.                               LANDLORD’S
REPRESENTATION AND WARRANTIES. The Landlord represents and warrants to and covenants
with Tenant that:


 


(a)                                 Landlord is the fee owner of the
Property;


 


(b)                                 Landlord has no knowledge of any
pending or contemplated condemnation or eminent domain proceeding which would
affect the Building or the Property or any part thereof and Landlord has
received no notice that there is litigation, proceeding (zoning or otherwise)
or governmental investigation pending or, to the knowledge of Landlord,
threatened that might adversely affect the Demised Premises.


 


(c)                                  The Demised Premises is vacant
as of the date hereof.


 


(d)                                 Landlord shall preserve as
confidential any information concerning Tenant, its business or its personnel
obtained as a consequence of any entry into the Demised Premises.


 


(e)                                  As of the date of this Lease,
the certificate of occupancy for the Building permits occupancy of the Demised
Premises by Tenant and the Permitted Use (including biomedical research and
testing).


 


32.                               MISCELLANEOUS.


 


(a)                                 Tenant represents and warrants
to Landlord that Tenant has dealt with no broker, agent or other intermediary
in connection with this Lease other than Landlord’s Broker and Tenant’s Broker,
if any, specified in Section 1 (Fundamental Lease Provisions), and that
insofar as Tenant knows, no other broker, agent or other intermediary
negotiated this Lease or introduced Tenant to Landlord or brought the Building
to Tenant’s attention for the lease of space therein. Tenant agrees to
indemnify, defend and hold Landlord and its partners, employees, agents, their
officers and partners, harmless from and against any claims made by any broker,
agent or other intermediary other than Landlord’s Broker or, if applicable,
Tenant’s Broker, with respect to a claim for broker’s commission or fee or
similar compensation brought by any person in connection with this Lease,
provided that Landlord has not in fact retained such broker, agent or other
intermediary. Landlord agrees to pay all commissions payable to Landlord’s
Broker pursuant to a separate, written agreement between Landlord and Landlord’s
Broker. If any


 


31

















 


Tenant’s Broker is specified in Section 1
(Fundamental Lease Provisions), Landlord’s Broker shall pay Tenant’s Broker a
co-brokerage commission pursuant to a separate, written agreement between
Landlord’s Broker and Tenant’s Broker.


 


(b)                                 The term “Tenant” as used in
this Lease shall be construed to mean tenants in all cases where there is more
than one tenant, and the necessary grammatical changes required to make the
provisions hereof apply to corporations, limited liability companies,
partnerships or individuals, men or women, shall in all cases be assumed as
though in each case fully expressed. This Lease shall not inure to the benefit
of any assignee, transferee or successor of Tenant except in accordance with
the provisions of Section 13 of this Lease. Subject to the foregoing
limitation, each provision hereof shall extend to and shall, as the case may require,
bind and inure to the benefit of Tenant, its successors and assigns.


 


(c)                                  The term “Landlord” as used in
this Lease means the fee owner of the Building or, if different, the party
holding and exercising the right, as against all others (except space tenants
of the Building) to possession of the entire Building. In the event of the
voluntary or involuntary transfer of such ownership or right to a
successor-in-interest of Landlord, Landlord shall be freed and relieved of all
liability and obligation hereunder which shall thereafter accrue (and, as to
any unapplied portion of Tenant’s security deposit, Landlord shall be relieved
of all liability therefor upon transfer of such portion to its successor in
interest) and Tenant shall look solely to such successor in interest for the
performance of the covenants and obligations of the Landlord hereunder (either
in terms of ownership or possessory rights). The successor in interest
(including without limitation any holder of a mortgage who shall succeed to
Landlord’s possessory or ownership interest) shall not (i) be liable for
any previous act or omission of a prior landlord; (ii) be subject to any
rental offsets or defenses against a prior landlord; (iii) be bound by any
payment by Tenant of Rent in advance in excess of one (1) month’s Rent; or
(iv) be liable for any security not actually received by it. Subject to
the foregoing, and to the provisions of Section 20(c), the provisions
hereof shall be binding upon and inure to the benefit of the successors and
assigns of Landlord.


 


(d)                                 If either Landlord or Tenant
institutes a suit against the other for violation of or to enforce any covenant
or condition of this Lease, the prevailing party shall be entitled to all
reasonable costs and expenses incurred by the prevailing party in connection with
such litigation, including, without limitation, reasonable attorneys’ fees.


 


(e)                                  Time is of the essence of this
Lease and all of its provisions.


 


(f)                                   If Landlord or Tenant is delayed
or prevented from performing any of their respective obligations under this
Lease due to strikes, acts of God, shortages of labor or materials, war, civil
disturbances or other causes beyond the reasonable control of the performing
party (“Force Majeure”), the period of such delay or
prevention shall be deemed added to the time herein provided for the
performance of any such obligation by the performing party. Notwithstanding the
foregoing, events of Force Majeure shall not extend any period of time for the
payment of Rent or other sums payable by either party or any period of time for
the written exercise of an option or right by either party.


 


(g)                                  Tenant shall not record this
Lease or a short form memorandum of this Lease without the prior written
consent of Landlord, and any such attempted recordation shall be void and of no
force or effect and shall constitute a default hereunder, and Tenant hereby


 


32

















 


appoints Landlord its attorney-in-fact to
file any instrument to remove or discharge from record any such recordation of
the Lease or memorandum.


 


(h)                                 Any rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not apply to the interpretation of this Lease or any amendments or
exhibits hereto.


 


(i)                                     This Lease, the exhibits, and any
riders attached hereto and forming a part hereof set forth all of the
promises, agreements, conditions, warranties, representations, understandings
and promises between Landlord and Tenant relative to the Property, the
Building, the Demised Premises and this leasehold and Tenant expressly
acknowledges that Landlord and Landlord’s agents have made no representation,
agreements, conditions, warranties, representations, understandings or
promises, either oral or written, other than as herein set forth, with respect
to the Property, the Building, the Demised Premises, this leasehold or
otherwise. No alteration, amendment, modification, waiver, understanding or
addition to this Lease shall be binding upon Landlord unless reduced to writing
and signed by Landlord or by a duly authorized agent of Landlord empowered by a
written authority signed by Landlord. Tenant agrees to execute any amendment to
this Lease required by a mortgagee of the Building, which amendment does not
materially adversely affect Tenant’s rights or obligation hereunder.


 


(j)                                    The captions of the paragraphs
in this Lease are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof.


 


(k)                                 If any provision contained in
this Lease shall, to any extent, be invalid or unenforceable, the remainder of
this Lease (and the application of such provision to the persons or
circumstances, if any, other than those as to which it is invalid or
unenforceable) shall not be affected thereby, and each and every provision of
this Lease shall be valid and enforceable to the fullest extent permitted by
law.


 


(l)                                     This Lease shall be governed by
and construed in accordance with the laws of the State in which the Property is
located, without giving effect to the principles of conflict of laws.


 


(m)                             This Lease may be executed
in two or more counterparts, each of which shall be deemed to be an original
hereof, but all of which, taken together, shall constitute one and the same
instrument.


 


33.                               RENEWAL OPTION. Tenant
shall have the option to extend the Term for one (1) additional period of
five (5) years (the “Renewal Option”), under
and subject to the following terms and conditions with respect to all of the
Demised Premises:


 


(a)                                 The renewal term (the “Renewal Term”) shall be for a five (5) year
period commencing on the day immediately following the expiration date of the
Initial Term and expiring at midnight on the day immediately preceding the
fifth (5th) anniversary thereof.


 


(b)                                 Tenant must exercise the Renewal
Option, if at all, by written notice to Landlord delivered at least nine (9) months
prior to the expiration of the Initial Term of this Lease, time being of the
essence.


 


(c)                                  As a condition to Tenant’s
exercise of the Renewal Option, at the time Tenant delivers its notice of
election to exercise the Renewal Option to Landlord, this Lease shall


 


33

















 


be in full force and effect, Tenant shall not
have assigned this Lease or sublet the Demised Premises, and Tenant shall not
be in default in the performance of any of its obligations hereunder beyond any
applicable cure period.


 


(d)                                 The Renewal Term shall be on the
same terms and conditions contained in this Lease, except that (i) the
Annual Base Rent shall be $20.25 per rentable square foot for the Demised
Premises, and (ii) Tenant shall not be entitled to any allowances or other
concessions with respect to the Renewal Term.


 


(e)                                  Except for the specific Renewal
Term set forth above, there shall be no further privilege of renewal.


 


34.                               RIGHT OF
FIRST OFFER. Provided that Tenant is not in default under the terms
of this Lease beyond any applicable cure period, Tenant shall have a on-going
right of first offer (the “Right of First Offer”) to lease
the space identified on Exhibit “E” attached hereto and located on the
fourth (4th) floor of the Building, consisting of approximately 17,696 rentable
square feet in the aggregate (the “First Offer Space”), upon
the following terms and conditions:


 


(a)                                 In the event that Landlord
anticipates that all or any portion of the First Offer Space may become
available during the Term, Landlord shall give Tenant written notice of the
availability of all or such portion of the First Offer Space, as the case may be
(the “Offered Space”), setting forth the terms and conditions (including,
without limitation, the rental rate and the duration of the proposed term,
etc.) upon which Landlord would be willing to lease the Offered Space (“Landlord’s
Availability Notice”). Within five (5) days after Tenant’s receipt of
Landlord’s Availability Notice, Tenant must give Landlord written notice
pursuant to which Tenant shall elect either (i) to lease the entire
Offered Space on the terms and conditions set forth in Landlord’s Availability
Notice, or (ii) to decline to lease the Offered Space. If Tenant fails to
elect clause (i) within such ten (10)–day period, then Tenant shall be
deemed to have declined to lease the Offered Space. In the event that Tenant
declines (or is deemed to have declined) to lease the Offered Space, then
Landlord shall be free to lease the Offered Space to any other party(ies);
however, Tenant shall retain its first offer rights hereunder with respect to
any part of the First Offer Space (i) that was not covered by Landlord’s
Availability Notice; (ii) that was not covered by any previous Landlord’s
Availability Notice; and (iii) that becomes available in the future
after a tenant vacates such First Offer Space that Tenant may decline to
lease in accordance with this Section.


 


(b)                                 If Tenant elects to lease the
Offered Space in accordance with subparagraph (a) above (upon such
election, the “Additional Space”), then Landlord and Tenant shall execute an
amendment to the Lease to provide for the inclusion of the Additional Space
under the terms and conditions set forth in Landlord’s Availability Notice.
Except as provided in Landlord’s Availability Notice, all other terms and
conditions of the Lease shall apply to the Additional Space except that: (i) Tenant’s
Fraction with respect to Operating Expenses shall be increased to take into
account the square footage of the Additional Space and all other terms of the
Lease affected by the addition of such square footage shall be adjusted
accordingly, (ii) Landlord shall not be required to perform any
improvements to the Additional Space unless specifically provided for in
Landlord’s Availability Notice, and (iii) Tenant shall not be entitled to
any allowances, credits, options or other concessions with respect to the
Additional Space unless specifically provided for in Landlord’s Availability
Notice.


 


34

















 


(c)                                  The effective date of the
addition of the Additional Space to the Demised Premises shall be the date that
Landlord delivers possession of the Additional Space to Tenant in accordance
with the terms of Landlord’s Availability Notice.


 


(d)                                 Except as otherwise provided in
Landlord’s Availability Notice, Tenant agrees to accept the Additional Space in
its “AS IS” condition, in the then current physical state and condition
thereof, without any representation or warranty by Landlord.


 


(e)                                  Notwithstanding anything herein
to the contrary, Tenant’s Right of First Offer hereunder is subject to all
expansion, extension, and first offer rights which Landlord (or any predecessor
to Landlord’s interest in the Property) has granted to Flowserve US, Inc.
prior to the date of this Lease. Thus, Landlord’s Availability Notice will be
delivered to Tenant only after Landlord has appropriately notified and received
negative responses from Flowserve US, Inc.


 


35.                               ROOF ACCESS. Tenant,
at Tenant’s sole cost and expense, shall have the non-exclusive right to locate
HVAC equipment (collectively, the “HVAC Equipment”) on the
roof of the Building in a location reasonably determined by Landlord, but in no
event to exceed five thousand (5,000) square feet of roof area. All roof work
shall be coordinated with Landlord’s roofing contractor and all plans for
equipment and installation shall be subject to the review and approval of
Landlord, which approval shall not be unreasonably withheld, delayed or
conditioned provided that the installations are properly designed to limit
potential damage or excessive stress of the roof areas and that the proposed
HVAC Equipment is for the use of the Tenant in the normal course of its
business. Should Landlord have a roof bond in effect, Tenant shall utilize
Landlord’s roofing contractor for any roof penetrations necessary for
installation. Tenant acknowledges that Landlord’s review and approval of any
plans for the HVAC Equipment shall not constitute an acknowledgement by
Landlord that, without limitation, the proposed HVAC Equipment complies with
all applicable laws and requirements, will not damage or cause excessive stress
to the roof areas, or will not cause any Interference (as hereinafter defined),
all of which shall be Tenant’s responsibility to ensure notwithstanding any
approval by Landlord as to such plans. All costs relating to the HVAC Equipment
shall be borne solely by Tenant, including, without limitation, all costs
related to: (i) the installation of the HVAC Equipment, including all
required permits and approvals therefor; (ii) the operation, maintenance,
repair and/or replacement of the HVAC Equipment throughout the Term; (iii) all
utilities (including consumption and installation costs); (iv) compliance
with all applicable legal requirements of governmental authorities; (v) taxes
levied on the HVAC Equipment, if any; (vi) removal of the HVAC Equipment
upon the expiration or earlier termination of this Lease and the repair of any
damage occasioned thereby; (vi) repairs to the roof caused by the HVAC
Equipment or installation thereof. The HVAC Equipment shall not cause any
interference to: (I) the Building or the operation thereof; (ii) the
equipment of Landlord and any tenants, licensees or occupants which are in
existence prior to the date of Tenant’s installation of its HVAC Equipment; or (iii) the
reception or transmission of communication signals by or from any antenna, satellite
dishes or similar equipment installed by Landlord or any tenants, licensees or
occupants that have been installed prior to the date of Tenant’s installation
of its HVAC Equipment (collectively, “Interference”). In the
event of any such Interference, Tenant shall, within forty-eight (48) hours
after written notice from Landlord, fully remedy such Interference at Tenant’s
sole cost and expense, and Tenant shall further indemnify, defend and hold
Landlord, its agents and employees harmless from and against any and all
claims, demands, liabilities, costs and expenses (including, without
limitation, reasonable attorney’s fees) suffered or


 


35

















 


incurred by Landlord arising out
of or in any way related to Tenant’s use and operation of the HVAC Equipment.
Upon the expiration or earlier termination of this Lease, Tenant may remove
all HVAC Equipment and if removed, shall repair all damage occasioned thereby,
which obligation shall survive the expiration or earlier termination of the
Lease. In the event that any of the HVAC Equipment is not so removed or any
damage caused by the removal is not so restored, the HVAC Equipment shall be
considered abandoned and Landlord may use, remove, dispose of, and/or
store the HVAC Equipment. If Tenant removes the HVAC Equipment and fails to
repair any damage, as Landlord determines in its sole discretion, the cost of
such repair shall be charged to Tenant. Notwithstanding the provisions of Section 13
to the contrary, Tenant shall not sublease any portion of the roof area
utilized by Tenant hereunder to any unaffiliated third parties.


 


36.                               PARKING. Landlord
shall provide Tenant, throughout the Term, with the use of up to four (4) parking
spaces per one-thousand (1,000) rentable square feet of the Demised Premises,
of which eight (8) parking spaces shall be reserved for Tenant’s exclusive
use and the balance of such parking spaces shall be non-reserved. The reserved
parking spaces shall be located in the area identified on Exhibit “F”
attached hereto, and the non-reserved parking spaces shall be located in the
general parking area at the Property.


 


37.                               DELIVERY FOR
EXAMINATION. DELIVERY OF THE LEASE TO TENANT SHALL NOT BIND LANDLORD IN ANY
MANNER, AND NO LEASE OR OBLIGATIONS OF LANDLORD SHALL ARISE UNTIL THIS
INSTRUMENT IS SIGNED BY BOTH LANDLORD AND TENANT.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease
or caused this Lease to be executed by their duly authorized representatives
the day and year first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  PHILLIPSBURG ASSOCIATES, L.P.,

  
	
   

  	
  a
  Pennsylvania limited partnership

  
	
   

  	
   

  
	
   

  	
  By:  PHILLIPSBURG, INC.

  
	
  Witness:

  	
  Its general partner

  
	
   

  	
   

  
	
  /s/  Dana Coleman

  	
   

  	
   

  	
  By:

  	
    /s/    Timothy McKenna

  	
   

  
	
   

  	
   

  	
  Name: Timothy
  McKenna

  
	
   

  	
   

  	
  Title: Vice-President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
  Attest:

  	
  CELLDEX THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/   Anthony S. Marucci

  	
   

  
	
   

  	
   

  	
  Name: Anthony
  S. Marucci

  
	
   

  	
   

  	
  Title: Vice
  President, Chief Financial Officer

  
								



 


36

















 


EXHIBIT “A”


 


DEMISED
PREMISES


 


37

















 


EXHIBIT “B”


 


SPACE
PLAN


 


38

















 


EXHIBIT “B-I”


 


CONSTRUCTION
STANDARDS


 


I.                                        PARTITIONS


 


A.                                    Provide
fire/U.L. rated partitions in accordance with applicable code requirements.


 


B.                                    Drywall
and insulate perimeter walls with 1/2” sheet rock on metal studs to underside
of deck to meet USG standards. Provide minimum R-11.


 


C.                                    Standard
partitions to be 3-5/8” 25 GA metal studs at 16” a/c to underside of ceiling
grid. Metal runner at floor and ceiling. Typical at all locations unless
otherwise noted.


 


D.                                    Secure
sound partition to be 3–5/8 25GA metal studs at 16” o/c to underside of deck
with 5/8” drywall and sound attenuation bats. Location: Mechanical and electric
rooms.


 


E.                                     Sound
partition, same as standard partition, with sound attenuation bats in wall and
laid 2’-O” on each side of wall typical location: Conference rooms and
Boardroom.


 


F.                                      All
partitions to have control/expansion joints as recommended by USG.


 


II.                                  DOORS
AND HARDWARE


 


A. Interior single doors to be 3’-0” x 7’0” solid core birch doors with
stain grade veneer. Doorframes to be painted hollow metal with a minimum of 3
door silencers. Typical all interior single door.


 


B. Entrance doors to be pair of 3’-0” x 7’O” solid birch stain grade 6
lite doors with similar hardware as office doors with surface mounted closer
and deadbolt.


 


C. Interior doors to receive full mortise 5 knuckle hinges,
wall-mounted doorstops and Schiage or approved equal passage sets, unless
otherwise noted.


 


D. Storage rooms, computer rooms, file rooms, conference rooms, etc. to
receive same hardware as interior rooms with cylinder locksets.


 


E. All hardware to have brushed aluminum finish.


 


III.                             FLOOR
FINISHES


 


A. All floors to be prepared in strict accordance with manufacturer’s
recommendations for first quality installation.


 


B. Flooring samples submitted to tenant for final approval. Selections from
manufacturers standards.


 


39

















 


C. Typical carpets to be 26 oz level loop Bigelow: New Basics or equal
direct glue down throughout.


 


D. Vinyl floors located in “wet” rooms, pantries, kitchens, lunchroom,
storage rooms or closets, telecom rooms etc. Vinyl to be Armstrong Excelon or
approved equal.


 


E. Vinyl base to be installed at all carpet and vinyl areas
manufactured by Roppe or approved equal.


 


IV.                              WALL
FINISHES


 


A.                                    All
drywall/block walls to receive 2 coats (1 primer and 1 paint) of flat latex
wall paint, MAB or equivalent.


 


B.                                    All
trim and hollow metal doorframes to receive 2 coats of Alkyd enamel, semi-gloss
by MAB or equivalent.


 


C.                                    Doors
to be either factory or field stained, or field painted with similar paint
trim.


 


D.                                    Furnish
wall coverings @ main conference room and Lobby.


 


V.                                   CEILINGS


 


A.                                    All
ceilings to be 2x4 acoustical ceiling one directional-fissured tile with 15/16”
“tee” grid unless otherwise noted. Located all areas unless otherwise noted.


 


VI.                              MINI
BLINDS


 


A.                                    Furnish
and install 1” horizontal mini blinds.


 


VII.                         MILLWORK
/ CASEWORK


 


A.                                    Furnish
and install a maximum of 6 LF of plastic laminate base cabinets with counter
top and back splash at pantries.


 


B.                                    Furnish
and install paint grade shelf and rod at each coat closet.


 


VIII.
FIRE PROTECTION


 


A.                                    Provide
one each 10 lb. ABC fire extinguisher with cabinet per 4000 SF or as required
to meet local code, and at kitchen/pantries.


 


B.                                    Furnish
and install branch and distribution sprinkler piping from base building mains.
Size piping based on hydraulic calculations or pipe schedule if
applicable.


 


C.                                    Provide
semi recessed sprinkler heads spaced to meet building requirement coverage.


 


D.                                    Furnish
and install tampers and flows switch, as required by code.


 


40

















 


IX.
HVAC


 


A.                                    Furnish
and install ductwork, flex, and diffusers from base building risers and drops
for all tenant areas.


 


B.                                    Provide
additional digital programmable thermostats for zones added by tenant design.


 


X.
ELECTRICAL SYSTEM


 


A.                                    Provide
electrical circuiting, switching, and lighting documents for review by tenant.


 


B.                                    All
installation per local code and the most recent update of the NEC.


 


C.                                    Lighting
to be 3 tube 2x4 deep cell parabolic fixtures with electronic ballast and T-8
lamps. All fit-up areas, 1 fixture per 80 sq. ft.


 


D.                                    Typical
workstation to have 2 – 20 amp circuits per 4 workstations fed through walls,
column or power pole.


 


E.                                     Outlets
to be provided as follows;


 


•                                          Private
office: 3 standard 20 amp duplex outlets


•                                          Meeting/Conference
rooms: 1 standard 20 amp duplex each wall


•                                          Lunch
room: Receptacles as required for refrigerator, microwave, and coffee maker.
GFI outlet at counter facility.


•                                          General
corridors/ Public Space: 1 standard 20-amp duplex spaced at a maximum distance
of 40’ or as required by local code.


 


J.                                        TeleData:
All teledata work is to be provided by tenant. Tenants telecom contractor to
provide any fire backboard required. (Fire rated)


 


K.                                   Provide
additional fire alarm devices as required by the fit-out to meet the
requirements of local code, NFPA, BOCA and ADA. Same system will be utilized as
the base building system.


 


H.                                   Security:
by tenant


 


41

















 


EXHIBIT “B-2”


 


TENANT’S
SIGNAGE


 


42

















 


EXHIBIT “C”


 


BUILDING
RULES AND REGULATIONS


 


1.                                      The
sidewalks, entryways, passages, corridors, stairways and elevators shall not be
obstructed by any of the tenants, their employees or agents, or used by them
for purposes other than ingress or egress to and from their respective suites.
All safes or other heavy articles shall be carried up or into the leased
premises only at such times and in such manner as shall be prescribed by the
Landlord and the Landlord shall in all cases have the right to specify a
maximum weight and proper position or location of any such safe or other heavy
article. The Tenant shall pay for any damage done to the Building by taking in
or removing any safe or from overloading any floor in any way. The Tenant shall
pay for the cost of repairing or restoring any part of the Building, which
shall be defaced or injured by a tenant, its agents or employees.


 


2.                                      Each
Tenant will refer all contractors, contractor’s representatives and
installation technicians rendering any service on or to the leased premises for
the tenant to Landlord for Landlord’s approval and supervision before
performance of any contractual service. This provision shall apply to all work
performed in the Building, including installation of telephones, telegraph
equipment, electrical devices and attachments and installations of any nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the Building.


 


3.                                      No,
sign, advertisement or notice shall be inscribed, painted or affixed on any part of
the inside or outside of the Building unless of such color, size and style and
in such place upon or in the Building as shall first be designated by Landlord;
there shall be no obligation or duty on Landlord to allow any sign,
advertisement or notice to be inscribed, painted or affixed on any part of
the inside or outside of the Building except as specified in a tenant’s lease.
Signs on or adjacent to doors shall be in color, size and style approved by
Landlord, the cost to be paid by the tenants. Landlord will provide a directory
in a conspicuous place, with the names of tenants, Landlord will make any
necessary revision in this within a reasonable time after notice from the
tenant of an error or of a change making revision necessary. No furniture shall
be placed in front of the Building or in any lobby or corridor without written
consent of Landlord.


 


4.                                      No
tenant shall do or permit anything to be done in its leased premises, or bring
or keep anything therein, which will in any way increase the rate of fire
insurance on the Building, or on property kept therein, or obstruct or
interfere with the rights of other tenants, or in any way injure or annoy them,
or conflict with the laws relating to fire prevention and safety, or with any
regulations of the fire department, or with any rules or ordinances of any
Board of Health or other governing bodies having jurisdiction over the
Building.


 


5.                                      The
janitor of the Building may at all times keep a pass-key, and said janitor
and other agents of the Landlord shall at all times, be allowed admittance to
the leased premises for purposes permitted in Tenant’s lease.


 


6.                                      No
additional locks shall be placed upon any doors without the written consent of
the Landlord. All necessary keys shall be furnished by the Landlord, and the
same shall be surrendered upon the termination of this Lease, and the Tenant
shall then give the Landlord or its agents explanation of the combination of
all locks upon the doors of vaults.


 


43

















 


7.                                      The
water closets and other water fixtures shall not be used for any purpose other
than those for which they were constructed, and any damage resulting to them
from misuse or abuse by a tenant or its agents, employees or invitees, shall be
borne by the Tenant.


 


8.                                      No
person shall disturb the occupants of the Building by the use of any musical
instruments; the making or transmittal of noises which are audible outside the
leased premises, the making of odors which are apparent outside the leased
premises, or any unreasonable use. No dogs or other animals or pets of any kind
will be allowed in the Building, except for mice and other laboratory animals
in the Demised Premises in connection with the conduct of its business, as set
forth in Section 10 herein.


 


9.                                      Nothing
shall be thrown out of the windows of the Building or down the stairways or
other passages.


 


10.                               Tenants
shall not be permitted to use or to keep in the Building any kerosene,
camphene, burning fluid or other illuminating materials.


 


11.                               If
any tenant desires telegraphic, telephonic or other electric connections,
Landlord or its agents will direct the electricians as to what and how the
wires may be introduced, and without such directions no boring or cutting
for wires will be permitted.


 


12.                               If
a tenant desires shades, they must be of such shape, color, materials and make
as shall be prescribed by Landlord. No outside awning shall be permitted.


 


13.                               No
portion of the Building shall be used for the purposes of lodging rooms or for
any immoral or unlawful purposes.


 


14.                               No
tenant shall store anything outside the Building or in any common areas in the
Building.


 


15.                               All
vending machines and/or services dispensing food or snacks require Landlord
approval.


 


44

















 


EXHIBIT “D”


 


SPECIFICATIONS
FOR


JANITORIAL
SERVICES


 


A.                                    Daily:
The following services are to be performed on a daily basis (Monday through
Friday, except for legal holidays, unless otherwise provided herein):


 


1.                                      Empty
all trash containers, wastebaskets and recycling containers, including all
exterior trash containers


 


2.                                      Damp
wipe all areas of desk and credenza tops, file cabinets, counters, sills and
ledges. Dust under all desk equipment and telephone and replace same. Clean and
disinfect telephone equipment.


 


3.                                      Dust
mop all hard surface flooring and remove debris or dust buildup from corners.
Damp mop cove base and any areas where spillage may have occurred.


 


4.                                      Vacuum
all carpeted areas and remove spots from carpet and mats. Remove gum, tar, etc.
adhering to floor.


 


5.                                      Vacuum
entrance mats and runners.


 


6.                                      Remove
finger marks and smudges from all doors, frames, walls, partitions, switch
plates and glass.


 


7.                                      Wash
and squeegee clean all side lights to offices and all glass doors.


 


8.                                      Damp
wipe the framework and ledges at all entrance ways. Dust picture frames,
baseboards, and wall hangings as needed.


 


9.                                      Special
attention is to be paid to all common areas such as lobbies, reception areas
and conference areas to maintain superior quality of appearance.


 


10.                               Trash
and debris is to be removed to a dumpster area so designated at the site,
secured in heavy-duty plastic bags. Trash bags are to be placed in a cart to be
taken to dumpster. Trash bags are not to be put in elevator unless they are in
a cart. Nothing in tenant space is to be thrown away unless in a wastebasket or
specifically marked trash.


 


11.                               Wipe
down all vinyl floor mats as needed.


 


12.                               Clean
elevator thresholds nightly, certificate holder and panels.


 


13.                               Clean,
sanitize and polish all drinking fountains.


 


14.                               Wipe
down all tenant and building doors to remove fingerprints and soil.


 


45

















 


15.                               Cleaning
and disinfecting of lavatories.


 


(a)                                 Empty
all waste containers and replace bags inside containers (plastic liners
purchased specifically for recessed stainless containers, shall remain in
containers after trash is removed.


 


(b)                                 Sweep
and/or damp mop floors.


 


(c)                                  Fill
and maintain all toilet tissue, soap and towel dispensers, personal seat
dispensers and sanitary protection dispensers. Sanifresh gentle lotion cleaner
or liquid soap, napkin receptacle, trash can liners, personal seat covers.


 


(d)                                 Disinfect
all fixtures and disposals.


 


(e)                                  Thoroughly
clean and disinfect all sinks, bowls and urinals. Pour water down floor drains
on each floor.


 


(f)                                   Clean
all counter tops and cosmetic shelves.


 


(g)                                  Clean
and polish all mirrors and chrome fixtures.


 


(h)                                 Damp
mop floor (including the cafeteria) with disinfecting solution including tile
baseboards, pay special attention to corners and under urinals.


 


(i)                                     Clean
and polish outside of all waste containers. 0) Wipe down entrance doors and
signage.


 


(k)                                 Wipe
down wail tile as needed.


 


(1)                                 High
dust all partitions and low dust baseboards. (m) Clean and disinfect all
sanitary disposal units.


 


16.                               As
needed basis:


 


High dust all
horizontal and vertical surfaces not reached daily.


 


17.                               Turn
off all lights and secure all designated interior doors and all exterior
entrances upon completion of work assignments according to the security
procedures as to each tenants individual security system. Supervisor should
check all doors at the end of each evening to ensure they are secure.


 


18.                               All
dumpster areas are to be kept clean.


 


19.                               Areas
provided for storage of janitorial supplies and equipment to be kept orderly
and clean at all times.


 


46

















 


B.                                   Weekly


 


1.                                      Maintain
marble surfaces with Multi-Seal as per manufacturer’s specifications. 46


 


2.                                      Maintain
all types of flooring as per manufacturer’s specifications.


 


3.                                      Sweep
entrance to building.


 


4.                                      Dust
tops of cubicle furniture.


 


C.                                   Monthly


 


1.                                      All
lights lenses and air diffusers are to be cleaned the first Friday of each
month.


 


2.                                      Damp
wash diffusers, vents, grills and light lenses that are soiled.


 


3.                                      Dust
venetian blinds and window frames (every other month).


 


D.                                   Quarterly


 


1.                                      Strip
and wax all VCT tile in all tenant and common areas.


 


2.                                      Perform maintenance
to all types of flooring as per manufacturer’s specifications.


 


E.                                   Semi-Annually


 


1.                                      Damp
wipe venetian blinds.


 


F.                                    Performance
of Extra Janitorial Services


 


Performance of
any extra work over and above the scope of the contract will be done only by
written authorization by Landlord. Invoicing for same will be separate from
regular invoicing. A purchase order must be obtained prior to performing work.
If a purchase order is not obtained prior to work being performed, Landlord
will not be responsible for the cost of same.


 


Extras shall
include cleaning services and trash removal to be provided on Saturdays and
Sundays or related Tenant’s activities on weekends (e.g., cleaning the Premises
prior to commencement of business on Mondays). In the event Tenant requires
such services, Tenant shall provide a written request to Landlord therefore and
Tenant shall promptly pay Landlord, upon presentation of a bill or bills
therefore, for the cost of such additional services.


 


G.                                  Tenant’s
Right to Hire Additional Help


 


Provided that
no undue interference is caused to Landlord’s Contractor, Tenant shall have the
right, as its sole cost and expense, with prior written approval by Landlord,
to hire additional service for the cleaning of the premises. All labor,
supervision equipment, and cleaning supplies


 


47

















 


required for the proper performance
of this work, unless otherwise specified, is to be furnished by a contractor of
Tenant’s choice. Contractor must provide Landlord with adequate insurance
coverages.


 


48

















 


EXHIBIT “E”


 


RIGHT
OF FIRST OFFER SPACE


 


49

















 


EXHIBIT “F”


 


RESERVED
PARKING SPACES


 


50