Exhibit 10.1


 


LEASE FOR COMBINATION


 


OFFICE/WAREHOUSE


 


AT


 


EAGLEVIEW CORPORATE CENTER


 


BUILDING NO.


 


LANDLORD: THE HANKIN GROUP


 


TENANT:  ISOLAGEN, INC.


 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  LEASED SPACE AND PURPOSE.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERM.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RENT.

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  ADDITIONAL RENT.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  NEGATIVE COVENANTS OF TENANT: HAZARDOUS
  SUBSTANCES.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  LATE
  PAYMENT.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  CONDITION OF LEASED SPACE.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  TENANT’S ALTERATIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  MECHANIC’S LIENS.

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  CONDITION OF LEASED SPACE.

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  COMMON AREA MAINTENANCE.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  ASSIGNMENT AND SUBLETTING.

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  ACCESS TO LEASED SPACE.

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  REPAIRS.

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  TERMINATION AND EXTENSION.

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  SURRENDER OF LEASED SPACE.

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  INDEMNIFICATION AND INSURANCE.

  	
   

  
	
   

  	
   

  	
   

  
	
  18.

  	
  FIRE OR OTHER CASUALTY.

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  CONDEMNATION.

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  ESTOPPEL CERTIFICATES.

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  DEFAULT.

  	
   

  
	
   

  	
   

  	
   

  
	
  22.
  

  	
  REMEDIES.
  

  	
   

  
	
   

  	
   

  	
   

  
	
  23. 

  	
  CONFESSION OF JUDGMENT FOR POSSESSION IN
  LIMITED CIRCUMSTANCE 

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  WAIVER.

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  QUIET ENJOYMENT.

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  FORCE MAJEURE.

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  SUCCESSORS.

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  LANDLORD’S LIABILITY.

  	
   

  



 


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  29.

  	
  SUBORDINATION.

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  RULES AND REGULATIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  GOVERNING LAW.

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  SEVERABILITY.

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  NOTICES.

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  BROKERS.

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  SIGNS.

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  SECURITY DEPOSIT.

  	
   

  
	
   

  	
   

  	
   

  
	
  37.

  	
  USE OF INFORMATION IN ADVERTISING.

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  CAPTIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  ENTIRE AGREEMENT.

  	
   

  
	
   

  	
   

  	
   

  
	
  40.

  	
  ACCESS TO THE LEASED SPACE AND COMMON
  AREAS.

  	
   

  
	
   

  	
   

  	
   

  
	
  41.

  	
  ATTORNEY FEES.

  	
   

  
	
   

  	
   

  	
   

  
	
  42.

  	
  SELF-HELP.

  	
   

  
	
   

  	
   

  	
   

  
	
  43.

  	
  MEMORANDUM OF LEASE.

  	
   

  
	
   

  	
   

  	
   

  
	
  44.

  	
  LANDLORD REPRESENTATIONS AND WARRANTIES.

  	
   

  
	
   

  	
   

  	
   

  
	
  45.

  	
  RENEWAL OPTION.

  	
   

  
	
   

  	
   

  	
   

  
	
  46.

  	
  CHANGE TO CPI INDEX.

  	
   

  
	
   

  	
   

  	
   

  
	
  47.

  	
  CERTAIN COVENANTS REGARDING THE
  DECLARATION.

  	
   

  
	
   

  	
   

  	
   

  
	
  48.

  	
  ADDITIONAL PERMITTED TITLE EXCEPTIONS.

  	
   

  
	
   

  	
   

  	
   

  
	
  49.

  	
  SEWER CAPACITY ALLOCATION.

  	
   

  
	
   

  	
   

  	
   

  
	
  50.

  	
  LANDLORD’S LIEN SUBORDINATION.

  	
   

  



 


3





















 


LEASE


 


LEASE is made this 7th
day of April, 2005 between THE HANKIN GROUP,
a Pennsylvania limited partnership (“Landlord”), with its office at Eagleview
Corporate Center, 707 Eagleview Boulevard, P.O. Box 562, Exton, Pennsylvania
19341, and ISOLAGEN, INC., a Delaware
corporation (“Tenant”), with its office at 2500 Wilcrest, 5th Floor,
Houston, TX 77042.


 


1.                                      LEASED
SPACE AND PURPOSE.


 


(a)                                  Landlord
hereby rents to Tenant 86,500 rentable square feet of space within the building
located at 405 Eagleview Boulevard (“Building”), including the parcel of land known
as Lot 10 (the “Land”) within the center (“Center” or “Eagleview Corporate
Center”) known as Eagleview Corporate Center, Route 100, Exton, Uwchlan
Township, Chester County, Pennsylvania.  The Building and Land are sometimes referred
to collectively as the “Leased Space”.  The
location of the Leased Space and the Building is shown on the plan attached
hereto as Exhibit “A”.  The Leased Space
includes all fixtures, improvements, additions and other property installed
therein at the Commencement Date (hereafter defined), or at any time during the
term of this Lease (other than Tenant’s movable personal property and trade
fixtures), together with the Land and, in common with others, all public
portions of the Center.


 


(b)                                 The
Leased Space shall be used and occupied as a mixed-use facility
consisting of general office space, warehouse space and laboratory space in
connection with Tenant’s Business (hereafter defined) and for no other purpose.
For purposes hereof, Tenant’s Business shall be deemed to be the development
and commercialization of pharmaceutical products and research activities in
connection therewith.


 


(c)                                  Tenant
accepts the Leased Space in its current condition, “as is”.


 


(d)                                 This
Lease is contingent upon Landlord’s entering into a termination agreement in
form and substance satisfactory to Landlord in its sole discretion with
Viropharma, Inc., the current tenant of the Leased Space.  Landlord shall notify Tenant in writing when
this condition has been satisfied; in the absence of Tenant’s receipt of such
notice on or before the Commencement Date, this Lease shall be null and void
and neither party shall have any further obligation to the other hereunder.


 


2.                                      TERM.


 


(a)                                  The
term of this Lease and Tenant’s obligation to pay rent hereunder shall commence
upon April 1, 2005 (“Commencement Date”).


 


(b)                                 The
term (“Term”) of this Lease shall end on March 31, 2013 unless sooner terminated
or renewed in accordance with this Lease. The portion of the term ending on
March 31, 2008 is sometimes referred to herein as “Initial Period”.


 


1





















 


(c)                                  Notwithstanding
anything contained in this Lease to the contrary, on or before March 31, 2007,
Tenant shall deliver to Landlord written notice of whether or not Tenant
desires to accelerate the expiration date of the Term to the end of the Initial
Period, being March 31, 2008, or continue in occupancy until the originally
scheduled expiration date, March 31, 2013, in which latter event the Term of
this Lease shall continue as originally scheduled until March 31, 2013.  In the absence of any notice, Landlord shall
issue written notice to Tenant that Landlord has not received the required
notice from Tenant, and unless within five (5) days thereafter, Tenant by
written notice to Landlord reinstates the Lease and the Term until March 31,
2013, Tenant shall be deemed to have elected to accelerate the expiration date
to March 31, 2008, and shall vacate the Premises on such date.


 


3.                                      RENT.


 


(a)                                  Definitions.


 


(i)                                     “Tenant’s
Proportionate Share” is 100%.


 


(ii)                                  “Real
Estate Taxes” shall mean all taxes and assessments levied, assessed or imposed
at any time by any governmental authority upon or against the Building and the
land upon which the Building is situate, and also any tax or assessment levied,
assessed or imposed at any time by any governmental authority in connection
with the receipt of income or rents from said Building or land to the extent
that the same shall be in lieu of (and/or in lieu of an increase in) all or a
portion of any of the aforesaid taxes or assessments upon or against the said
Building and/or land. If, however, any assessment included within Real Estate
Taxes is payable in installments extending beyond the term of this Lease,
Tenant shall only be obligated to pay those installments coming due during the
term of this Lease. “Real Estate Taxes” shall not include any penalty or
interest as a result of Landlord’s late payment. Landlord further agrees to
make payment of Real Estate Taxes in a timely manner so as to take advantage of
any applicable discount and to provide to Tenant copies of receipts for paid
Real Estate Taxes not later than thirty (30) days after the Real Estate Taxes
are due. Failure of Landlord to provide such receipts to Tenant shall permit
Tenant to suspend payment of Tenant’s Proportionate Share of Real Estate Taxes
until such receipts are furnished to Tenant.


 


At any time and from time to
time during the term of this Lease, Tenant, at its expense, shall have the
right to institute proceedings challenging the amount of Real Estate Taxes.
Landlord agrees to reasonably cooperate with Tenant in connection therewith.
Any refund awarded shall be reimbursed first to each party in proportion to the
expenses incurred by such party in prosecuting such appeal, with any balance
thereof next being refunded to Tenant in an amount equal to Tenant’s
Proportionate Share of (A) the balance of such award remaining after the
foregoing cost reimbursements (B) multiplied by a fraction (1) the numerator of
which shall be the number of days during the tax year for which the refund is
awarded for which Tenant has paid Real Estate Taxes pursuant to this Lease and
(2) the denominator of which is 365.


 


(iii)                               “Operating
Expenses” shall mean that part of any and all expenses reasonably and actually
incurred by Landlord in connection with its ownership, maintenance and


 


2





















 


operation of
the Building, the land upon which the Building is situate, excluding Real
Estate Taxes and interest or amortization payments on any mortgage, but
including, without limitation, electricity (other than as billed directly to
tenants based on usage); insurance maintained on the Building in accordance
herewith; all direct and indirect labor costs; a management fee for Landlord’s
management of the relationships with contractors (other than the Association)
providing yard and landscape maintenance, snow clearance and insurance required
to be maintained hereunder if Landlord, upon request of Tenant, is able to
place such insurance at more favorable premium rates than Tenant is able to
obtain, which management fee shall not exceed four percent (4%) of the annual
amount actually paid under such contracts (“Management Fee”); legal expenses;
all repairs required to be performed by Landlord as provided for in this Lease;
exterior, roof and structural decoration, repairs and maintenance; snow removal;
building supplies; all charges for the exterior of the Building for
electricity; the cost of operating an identification sign or signs for the
Building; replacing of paving, curbs, walkways, directions or other signs;
drainage; maintenance and monitoring of fire sprinkling systems (if any); the
Building’s proportionate share of common expenses owed to the Eagleview
Corporate Center Association or its successor or any other similar entity which
owns and maintains the common areas of the Center (collectively, “Association”);
and such other expenses as Landlord may deem necessary and proper in connection
with the operation and maintenance of the exterior, roof and structure of the
Building, excluding any costs which under generally accepted accounting principles
(“GAAP”) are capital expenditures; provided, however, that Operating Expenses
shall also include the annual amortization (over the anticipated useful life
established in accordance with GAAP) of a capital improvement falling within
any of the following categories: (i) a labor saving device or improvement which
is intended to reduce or eliminate any other component of Operating Expenses;
(ii) an installation or improvement required by reason of any law, ordinance or
regulation, which requirement did not exist on the date of this Lease and is
generally applicable to similar buildings; (iii) an installation or improvement
which directly enhances safety of tenants in the Building or Center generally.
Landlord shall have the right to bill Tenant directly for any items of
Operating Expenses which can be attributed directly to Tenant’s use only.


 


Notwithstanding any provision
to the contrary, Operating Expenses shall not include:


 


(A)                              any
payments (such as salaries or fees) to the Landlord’s executive personnel or in-house
site managers except for the Management Fee;


 


(B)                                depreciation
or interest, except to the extent permitted above in connection with capital
improvements;


 


(C)                                mortgage
or ground lease payments;


 


(D)                               taxes
on the Landlord’s business (such as income, excess profits, franchise, capital
stock, estate, inheritance) except to the extent same are in lieu of Real
Estate Taxes or increases in Real Estate Taxes;


 


3





















 


(E)                                 leasing
commissions, broker’s fees or legal fees incurred in connection with leases of
space in the Building;


 


(F)                                 legal
fees that do not directly benefit Tenant or the Building (provided that legal
fees incurred in connection with leases of space in the Building or in
enforcing tenant obligations shall not be deemed to benefit the Building);


 


(G)                                costs
to correct defective repairs or replacements hereinafter provided by or at the
direction of Landlord;


 


(H)                               costs
of repairs covered by valid warranties;


 


(I)                                    expenses
paid directly by a tenant for any reason (such as excessive utility use, direct
utility consumption, damage for which such tenant is responsible);


 


(J)                                   costs
for improving any tenant’s space;


 


(K)                               any
repair or other work necessitated by condemnation, or by fire or other insured
casualty in excess of applicable deductibles;


 


(L)                                 any
costs, fines and the like due to Landlord’s violation of any law, governmental
rule or authority;


(M)                            refinancing
costs;


 


(N)                               costs
for any conversion of the heating system to gas heat except to the extent such
conversion is undertaken in an effort to reduce Operating Expenses and the cost
thereof is treated in the same manner as a capital improvement;


(O)                               costs
paid to Landlord or its affiliates other than the Management Fee which exceed
those reasonably charged in arms length transactions with third parties in the
general area of the Building; and


 


(P)                                 services,
benefits or both provided to some tenants but not to Tenant.


 


(iv)                              The
“Base Rent for Adjustment Purposes” shall mean, for the first year of the Term
following the Initial Period beginning April 1, 2008, $1,119,310.00, and for
each subsequent year during the five year period beginning April 1, 2008 and
expiring March 31, 2013, the Minimum Annual Rent under this Lease in effect for
the immediately preceding year.


 


(v)                                 The
“CPI U” shall mean the Consumer Price Index established by the U.S. Department
of Labor Bureau of Labor Statistics for all urban consumers for the
Philadelphia metropolitan area (CPI-U) (1982-1984 = 100).


 


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(vi)                              The
“Base Index” shall mean, for the initial year following the Initial Period, the
CPI U for March, 2005, and for each subsequent year, the CPI U for the month of
March one year prior to the Comparison Index.


 


(vii)                           The
“Comparison Index” shall mean the CPI U for month of March immediately
preceding the commencement of each year following the Initial Period.


 


(viii)                        The
“CPI Adjustment” shall mean, for each year of the Term following the Initial
Period, an increase in the Base Rent for Adjustment Purposes by the percentage
increase in the Comparison Index over the Base Index, applicable to such year.


 


The Base Index and Comparison Index for each
year of the Term following the Initial Period shall be:


 


	
  Renewal Term Year

  	
   

  	
  Base Index

  	
   

  	
  Comparison Index

  	
   

  
	
  4/1/08-3/31/09

  	
   

  	
  March 2005

  	
   

  	
  March 2008

  	
   

  
	
  4/1/09-3/31/10

  	
   

  	
  March 2008

  	
   

  	
  March 2009

  	
   

  
	
  4/1/10-3/31/11

  	
   

  	
  March 2009

  	
   

  	
  March 2010

  	
   

  
	
  4/1/11-3/31/12

  	
   

  	
  March 2010

  	
   

  	
  March 2011

  	
   

  
	
  4/1/12-3/31/13

  	
   

  	
  March 2011

  	
   

  	
  March 2012

  	
   

  



 


(b)                                 Tenant
shall pay Landlord the minimum annual rent (“Minimum Annual Rent”) during the
Term in the amounts set forth below, which annual amount shall be paid in equal
monthly installments as set forth below on the first day of each calendar month
in advance. All rent shall be payable, in advance, and without prior notice or
demand, at the address of Landlord set forth in the heading of this Lease or at
such other place, or to such other person, as Landlord may from time to time
direct in written notice to Tenant. During the Initial Period, Minimum Annual
Rent shall be $778,500.00 per year, payable in monthly installments of
$64,875.00 each.  Thereafter, for each
year of the Term following the Initial Period, Minimum Annual Rent shall
increase to a sum equal to the Base Rent for Adjustment Purposes, increased by
one half the CPI Adjustment, but in no event shall such Minimum Annual Rent be
(1) less than the Base Rent for Adjustment Purposes for such year, or (2)
during the first year of the five year period beginning April 1, 2008, greater
than $1,297,500, or (3) during any subsequent year of such five year period,
greater than $1,384,000.  Upon the
expiration of the Initial Period, and for each year of the Term thereafter,
Landlord shall notify Tenant of the Minimum Annual Rent in effect for such
year; in the event of any delay in calculation because of a delay in
publication of the applicable Comparison Index, Tenant shall pay rent on
account based upon the Minimum Annual Rent previously in effect, to be adjusted
when the Comparison Index is published.


 


(c)                                  In
addition, Tenant shall pay to Landlord as Additional Rent in equal monthly
installments one twelfth (1/12) of Tenant’s Proportionate Share of annual Real
Estate Taxes and Operating Expenses, at the time of payment of each monthly
installment of Minimum Annual Rent, based upon the most recent costs of
Operating Expenses and Real Estate Taxes available. 


 


5





















 


For the period from the Commencement Date until the issuance of a
statement pursuant to subparagraph 3(d) below, such monthly installment shall
be equal to $26,742.92.


 


(d)                                 Within
ninety (90) days of the expiration of each calendar year Landlord shall furnish
Tenant with a written statement of the actual Operating Expenses and Real
Estate Taxes incurred for such year itemizing the expenses claimed by Landlord
in reasonable detail. Within ten (10) days of the rendition of such statement,
Tenant shall pay any amounts in excess of those collected pursuant to the payments
on account of Real Estate Taxes and Operating Expenses pursuant to paragraph
3(c) hereof, and any overpayments shall be credited against the next
installment(s) of rent due under this Lease or, at Tenant’s option, refunded to
Tenant. In the event the first and/or last years of the Term of this Lease
shall not be full calendar years, then Tenant’s obligation for Operating
Expenses and Real Estate Taxes attributable to such years shall be pro rated.
Tenant may, at its own cost and expense, after full payment of all sums due and
owing, audit Landlord’s books and records not more than once each year within
sixty (60) days after Landlord’s delivery of its annual statement of Operating
Expenses, which books and records shall be maintained in accordance with GAAP.
Notwithstanding the foregoing, if any said review of Landlord’s books and
records reveals that any item(s) were incorrectly included in Operating
Expenses, Tenant shall have the right to inspect Landlord’s books and records
with respect to such items for each prior lease year and an adjustment, if any,
shall be made in accordance herewith. If Tenant’s audit determines that
Landlord’s total charges for Operating Expenses or Real Estate Taxes for a
given lease year exceed by more than 5% the total amount properly chargeable to
Tenant under this Lease for such year, Landlord, in addition to reimbursing
Tenant such excess amount, shall pay Tenant an amount equal to the cost of the
audit.


 


(e)                                  On
or before the Commencement Date, Tenant shall establish with a commercial bank
approved by Landlord (which approval shall not be unreasonably withheld or
delayed), an interest bearing account, into which Tenant shall deposit the sum
of $3,298,245 (representing Minimum Annual Rent and estimated Operating
Expenses and Real Estate Taxes for the Initial Period) (the “Rent Account”).  Tenant shall instruct the bank in which the
Rent Account is established (the “Rent Bank”) that there shall be wired into
Landlord’s account pursuant to wiring instructions issued by Landlord the sum
of $91,618 on the first day of each month beginning on the Commencement Date
through and including March 1, 2008, and that such instructions shall be
irrevocable absent written instructions (1) from Landlord alone with respect to
either (A) an assignment of this Lease and the rights to the Rent Account,
instructing the Rent Bank to make payments to Landlord’s assignee, or (B) a
request for payment of the balance remaining in the Rent Account, if such
request is made after the occurrence of an Event of Default, and such request
is accompanied by certification from Landlord that a material Event of Default
has occurred, notice of the Event of Default has been properly delivered to
Tenant, the grace or notice period required under the Lease and stated in the
notice of the default has expired, and the Event of Default has not been cured;
or (2) with respect to any other instructions modifying the amount or timing of
payment, by Landlord and Tenant jointly. 
Landlord shall send to Tenant in the manner for delivering notices under
this Lease a copy of the request, certification and notice of the Event of
Default attached to the certification referred to in clause (B) of the
preceding sentence when it is sent or delivered to the Rent Bank.  Such disbursements shall be credited 


 


6





















 


against Tenant’s rent obligations as they come due, and in the event
any additional sums are due and owing from Tenant to Landlord, by reason of
annual Operating Expense or Real Estate Tax adjustments, or otherwise, the same
shall be paid directly by Tenant to Landlord as billed.  Tenant hereby grants to Landlord a security
interest in the Rent Account, as security for Tenant’s performance of all of
its obligations under this Lease, and Tenant shall execute (and cause the Rent
Bank to execute) a control agreement and such further documents and instruments
reasonable or necessary to perfect such security interest in favor of Landlord,
having priority over any claims that may be made by any other party (including
those of the Rent Bank).  If this Lease terminates
pursuant to Section 18(e) or 19, the foregoing security interest shall
terminate upon Tenant satisfying any accrued and unpaid rent obligations, and
the balance in the Rent Account shall be returned to Tenant.  Accrued interest on the Rent Account shall be
disbursed to Tenant periodically in accordance with the rules established by
the Rent Bank for disbursing interest from similar accounts.


 


4.                                      ADDITIONAL
RENT.


 


Tenant shall pay to Landlord as
“Additional Rent” (in addition to sums payable pursuant to paragraphs 3 (c) and
3(d)) the following:


 


(a)                                  Expenses
Incurred by Landlord as a Result of Tenant’s Default. All sums which may
become due by reason of Tenant’s failure to comply with any of the terms,
conditions and covenants of this Lease to be kept and observed by Tenant, and
any and all damages, costs and expenses (including without limitation thereto
reasonable attorney’s fees) which Landlord may suffer or incur by reason of any
default of Tenant and any damage to the Building or the real estate of which
the Building is a part caused by any negligence or willful misconduct of Tenant
or violation of Tenant’s covenants in Section 5(a) below, together with
interest to the date of payment (whether before or after entry of judgment and
issuance of execution thereon) at a rate equal to five percent (5%) above the
prime interest rate (or similar rate if the prime interest rate is no longer
published) of Wachovia Bank or its successor, in effect on the date during the
period said payment is due (“Default Rate”), which shall continue to accrue
interest at the Default Rate after entry of judgment and issuance of execution
thereon until paid in full.


 


(b)                                 Use
and Occupancy Taxes. All use and occupancy taxes imposed by any
governmental body allocable to the Leased Space.


 


(c)                                  Utilities.
All charges for heat, gas, water, electric, trash and sewage disposal for the
Leased Space, whether billed directly by the providers of the same to Tenant or
by Landlord as the owner of the Building, which charges shall not exceed the
charges actually incurred by Landlord therefor.


 


(d)                                 For
purposes of this Lease, the term “Rent” or “rent” shall be deemed to refer to
Minimum Annual Rent and Additional Rent.


 


7





















 


5.                                      NEGATIVE
COVENANTS OF TENANT: HAZARDOUS SUBSTANCES.


 


(a)                                  Tenant
will not:


 


(i)                                     damage
the Leased Space or any other part of the Building;


 


(ii)                                  bring
into or permit to be kept in the Leased Space any dangerous, explosive or
obnoxious substances except as may be used in Tenant’s Business which use
Tenant shall undertake in compliance with all applicable laws regulating same;


 


(iii)                               conduct
itself or permit its agents, servants, employees or invitees to conduct themselves
in a manner that in Landlord’s judgment reasonably exercised is improper or
unsafe except that the operation of, or activities related to, Tenant’s
Business shall not be deemed to violate this provision, provided same are
undertaken in compliance with all applicable laws;


 


(iv)                              manufacture
any commodity other than in the course of Tenant’s Business or prepare or
dispense any food or beverages in the Leased Space, except for consumption in
the Leased Space by Tenant, its employees or invitees;


 


(v)                                 remove,
attempt to remove or manifest any intention to remove Tenant’s goods or
property from the Leased Space other than in the ordinary course of business;


 


(vi)                              do
or suffer to be done, any act, matter or thing objectionable to Landlord’s fire
insurance companies or Board of Underwriters whereby the fire insurance or any
other insurance now in force or hereafter to be placed by Landlord on the
Leased Space or the Building or Center shall become void or suspended, or
whereby the same shall be rated as a more hazardous risk than at the
Commencement Date. Tenant agrees to pay to Landlord as Additional Rent, any and
all increases in premiums for insurance carried by Landlord on the Leased
Space, or on the Building, caused in any way by the occupancy of Tenant.


 


(b)                                 Tenant’s
Responsibility Regarding Hazardous Substances.


 


(i)                                     The
following definitions shall apply herein:


 


(A)                              Hazardous
Substances. The term “Hazardous Substances,” as used in this Lease, shall
include, without limitation, flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenyls (PCB’s), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or
hereafter enacted or promulgated by any governmental authority.


 


(B)                                Tenant
Responsible Parties. The term “Tenant Responsible Parties” as used in this
Lease shall mean Tenant, its employees, agents, contractors and/or invitees.


 


(ii)                                  Tenant’s
Restrictions. Tenant shall not cause or permit to occur:


 


8





















 


(A)                              Any
violation of any federal, state, or local law, ordinance, or regulation now or
hereafter enacted, related to environmental conditions on, under, or about the
Leased Space or Center, arising from the use or occupancy of the Leased Space
by any Tenant Responsible Party, including, but not limited to, soil and ground
water conditions; or


 


(B)                                The
use, generation, release, manufacture, refining, production, processing,
storage, or disposal of any Hazardous Substance on, under, or about the Leased
Space or Center except as may be used in Tenant’s Business which use Tenant
shall undertake in compliance with all applicable Laws (defined below).


 


(iii)                               Environmental
Clean-Up.


 


(A)                              Tenant
shall, at Tenant’s own expense, comply with all laws regulating the use,
generation, storage, transportation, or disposal of Hazardous Substances (“Laws”)
by Tenant Responsible Parties.


 


(B)                                Tenant
shall, at Tenant’s own expense, make all submissions to, provide all
information required by, and comply with all requirements of all governmental
authorities (“Authorities”) under the Laws as are applicable to use of Hazardous
Substances by Tenant Responsible Parties.


 


(C)                                Should
any Authority or any third party demand that a clean-up plan be prepared
and that a clean-up be undertaken because of any deposit, spill,
discharge, or other release of Hazardous Substances that occurs during the Term
of this Lease at or from the Leased Space and which arises at any time from the
use of Hazardous Substances by Tenant Responsible Parties, then Tenant shall,
at Tenant’s own expense, prepare and submit the required plans and all related
bonds and other financial assurances, and Tenant shall carry out all such clean-up
plans.


 


(D)                               Tenant
shall promptly provide all information regarding the use, generation, storage,
transportation, or disposal of Hazardous Substances by Tenant Responsible
Parties that is requested by Landlord. If Tenant fails to fulfill any duty
imposed under this subparagraph (iii) within a reasonable time, Landlord may do
so; and in such case, Tenant shall cooperate with Landlord in order to prepare
all documents Landlord deems necessary or appropriate to determine the
applicability of the Laws to the Leased Space and use of Hazardous Substances
by Tenant Responsible Parties, and for compliance therewith, and Tenant shall
execute all documents promptly upon Landlord’s request. No such action by
Landlord and no attempt made by Landlord to mitigate damages under any Law
shall constitute a waiver of any of Tenant’s obligations under this
Subparagraph (iii).


 


(E)                                 Tenant’s
obligations and liabilities under this Subparagraph (iii) shall survive the
expiration of this Lease.


 


(iv)                              Tenant’s
Indemnity.


 


9





















 


(A)                              Tenant
shall indemnify, defend, and hold harmless Landlord, the manager of the Center,
and their respective officers, directors, beneficiaries, shareholders,
partners, agents and employees, from all fines, suits, procedures, claims, and
actions of every kind, and all costs associated therewith (including reasonable
attorneys’ and consultants’ fees) arising out of or in any way connected with
any deposit, spill, discharge, or other release of Hazardous Substances that
occurs during the Term of this Lease at or from the Leased Space and which
arises at any time from use of Hazardous Substances by Tenant Responsible
Parties, or from failure by Tenant Responsible Parties to provide all
information, make all submissions, and take all steps required by all
Authorities under the Laws with respect thereto.


 


(B)                                Tenant’s
obligations and liabilities under this Subparagraph (iv) shall survive the
expiration of this Lease.


 


(C)                                Attached
to this Lease as Exhibit “C” and made part hereof
is a Rider regarding Industrial Waste Discharge within Eagleview Corporate
Center.


 


6.                                      LATE
PAYMENT.


 


If any payment required by
Tenant under any of the terms hereof shall not be paid within five (5) days
after written notice from Landlord that such payment is overdue, Tenant shall,
upon demand, pay a late charge to Landlord equal to the greater of (a) Fifty
($50.00) Dollars or (b) $.05 for each dollar so due, and such late charge shall
be deemed Additional Rent for purposes of this Lease; provided, however, that
such late charge shall be due immediately without notice upon any failure to
pay when due during any twelve (12) month period in which Landlord shall have
given such written notice on two (2) prior occasions.


 


7.                                      CONDITION
OF LEASED SPACE.


 


Tenant has accepted
the Leased Space and acknowledges that the Leased Space is in the condition
required by this Lease.


 


8.                                      TENANT’S
ALTERATIONS.


 


(a)                                  Except
as hereafter provided, Tenant shall make no alterations, additions or
improvements (“Tenant Alterations”) to the Leased Space without the consent of
Landlord, which consent shall not be unreasonably withheld, delayed or
conditioned. At the time of Landlord’s consent, Landlord shall designate
whether Tenant shall be required to remove the proposed Tenant Alteration upon
termination of this Lease, and the absence of such designation in Landlord’s
written consent shall be deemed Landlord’s agreement that Tenant shall not be
obligated to remove Tenant Alterations upon the termination of this Lease.
Landlord also may impose such reasonable conditions as part of its consent as
Landlord deems appropriate, taking


 


10





















 


into consideration the nature of the proposed Tenant Alteration,
including, without limitation, requiring Tenant to furnish Landlord with
security for the payment of all costs to be incurred in connection with such
work, insurance, and copies of the plans, specifications and permits necessary
for such work. Nothing herein, however, shall be construed to obligate Tenant
to construct any Tenant Alteration for which Landlord has given its consent.


 


(b)                                 Landlord’s
consent shall not be required for Tenant Alterations which (i) do not adversely
impact the structural integrity of the Building or the systems serving the
Building or their operation, (ii) are not visible from the Building exterior
and (iii) qualify under the following:


 


(A)                              The
Tenant Alteration is to be made to portions of the Leased Premises other than
the laboratory areas and the cost thereof is $10,000 or less with respect to
any Tenant Alteration project (or $20,000 or less in the aggregate with respect
to Tenant Alteration projects undertaken over any twelve (12) consecutive month
period); or


 


(B)                                The
Tenant Alteration is to be made to the laboratory areas of the Leased Premises
and the cost thereof is $50,000 or less with respect to any Tenant Alteration
project (or $100,000 or less in the aggregate with respect to Tenant Alteration
projects undertaken over any twelve (12) consecutive month period).


 


Tenant Alterations described in
this subsection (b) for which Landlord’s consent is not required hereinafter
are called “Permitted Tenant Alterations.” Notwithstanding the foregoing,
painting or carpeting of the interior of the Leased Space and like cosmetic
improvements shall not be deemed Tenant Alterations regardless of the cost
thereof. Tenant shall not be obligated to remove Permitted Tenant Alterations upon
the termination of this Lease unless an Event of Default has occurred which is
then continuing and Landlord so requires such removal.


 


(c)                                  All
Tenant Alterations shall be done at Tenant’s expense by contractors approved by
Landlord, which approval shall not be unreasonably withheld, delayed or
conditioned and shall be deemed given unless Landlord notifies Tenant of its
objections within ten (10) business days after delivery of Tenant’s request for
approval. With respect to Tenant Alterations other than the Permitted Tenant
Alterations, no work shall be performed until the plans therefore have been
approved by Landlord, which approval shall not be unreasonably withheld,
delayed or conditioned and shall be deemed approved unless Landlord notifies
Tenant of objections to the proposed plans within ten (10) business days after
delivery to Landlord of a complete set of the plans therefor. In connection
with the review of plans submitted by Tenant, Landlord shall be reimbursed by
Tenant for Landlord’s cost in reviewing such plans at the rate of $125.00 per
hour; subject to reasonable increase to reflect the then current hourly charge
imposed for such review by Landlord for its tenants in the Center generally,
and prior to undertaking any such review, Landlord shall provide a statement of
the maximum review hours to be dedicated to such review. With respect to
Permitted Tenant Alterations, Tenant shall provide Landlord with a copy of
Tenant’s application for a building permit therefor, if applicable (together
with all attachments thereto), and no review fee shall be charged to Tenant by
Landlord in connection therewith nor


 


11





















 


shall Landlord’s approval of such application be required. Tenant shall
provide copies of as-built plans and specifications for all Tenant
Alterations to Landlord within a reasonable time of completion of the Tenant
Alteration. All Tenant Alterations shall be done in a first class, workmanlike
manner and shall comply with all insurance requirements then made available to
Tenant and all applicable laws, ordinances, rules and regulations of
governmental authorities having jurisdiction thereover, and, where applicable,
with all reasonable requirements of Landlord imposed as a condition of such
consent.


 


(d)                                 If,
as a condition of Landlord’s consent, removal of a Tenant Alteration is
required at termination of this Lease, Tenant shall promptly remove such Tenant
Alterations and repair any damage occasioned by such removal. In default
thereof, Landlord may effect said removal and repairs at Tenants expense. With
respect to any Tenant Alterations which Tenant is not obligated to remove
hereunder (including without limitation Permitted Tenant Alterations), such
Tenant Alterations, if not removed by Tenant upon the termination of this
Lease, shall be deemed abandoned by Tenant, and deemed a part of Landlord’s
property, notwithstanding any provision of Section 16 to the contrary.


 


9.                                      MECHANIC’S
LIENS.


 


Prior to Tenant’s performing or
ordering (other than through Landlord or Landlord’s contractors) any
construction or other work on or about the Leased Space for which a lien could
be filed against the Leased Space or the Building, Tenant shall enter into a
written waiver of liens agreement with the contractor who is to perform such
work, and such written agreement shall be filed, in accordance with the
Mechanics’ Lien Law of the state where the Building is located prior to the
commencement of such work. Tenant’s failure to enter into or record such waiver
of liens shall not be deemed a default hereunder. Notwithstanding the
foregoing, if any mechanics’ or other lien shall be filed against the Leased
Space or the Building purporting to be for labor or material furnished or to be
furnished at the request of the Tenant other than through Landlord or Landlord’s
contractors, then Tenant shall at its expense cause such lien to be discharged
of record by payment, bond or otherwise, within fifteen (15) days after Tenant
receives notice of the filing thereof. If Tenant shall fail to cause such lien
to be discharged by payment, bond or otherwise within such period, Landlord may
cause such lien to be discharged by payment, bond or otherwise, without
investigation as to the validity thereof or as to any offsets or defenses thereto,
and Tenant shall, upon demand, reimburse Landlord for all amounts paid and
costs incurred, including attorneys’ fees, in having such lien discharged of
record. If, however, Tenant notifies Landlord during such fifteen (15) day
period that it disputes the validity of such lien and provides security
reasonably acceptable to Landlord in an amount which is sufficient to discharge
such lien in full, Landlord shall refrain from satisfying such lien for a
period not to exceed one hundred twenty (120) days.


 


10.                               CONDITION
OF LEASED SPACE.


 


Tenant acknowledges and agrees
that, except as expressly set forth in this Lease, there have been no
representations or warranties made by or on behalf of Landlord with respect to
the


 


12





















 


Leased Space
or the Building or with respect to the suitability of either for the conduct of
Tenant’s Business.


 


11.                               COMMON
AREA MAINTENANCE.


 


(a)                                  Landlord
shall provide all maintenance, repairs and replacements to all common areas
external to the Building, and the roof and structure of the Building. The cost
of same shall be included in the Operating Expenses to the extent provided in
Section 3(a)(iii) unless the necessity for the foregoing arises from the gross
negligence or willful and wanton misconduct of Landlord or its employees, in
which case such cost shall not be included as part of the Operating Expenses
but shall be paid by Landlord (without prejudice to Landlord’s right to recover
same from the responsible party).  Any
such maintenance, replacements or repairs and any labor performed or materials
furnished by or upon the direction of Landlord shall be performed in a good and
workmanlike manner, using only materials of at least the same quality and
integrity as that being repaired or replaced, and performed and furnished in
compliance with all applicable laws, regulations, ordinances and requirements
of all duly constituted authorities or governmental bodies having jurisdiction
over the Building, and the requirements of any board of underwriters having
jurisdiction thereof. It is understood that this is a “triple net” lease, with Minimum
Annual Rent paid to Landlord intended to be net of taxes, repairs not covered
by this Section or Section 14, insurance and Operating Expenses.


 


(b)                                 Unless
otherwise agreed with Tenant in writing, Landlord agrees that all maintenance
to the common areas external to the Building which the Association offers to
perform or is obligated to perform for the benefit of lots in the Center shall
be performed by the Association. Landlord shall use diligent efforts to enforce
any such obligation of the Association. Except during such period of time as
Landlord or its affiliates control the Association, Landlord shall not be
liable in damages or otherwise for temporary delay or failure in furnishing any
service or facility to be provided by the Association.


 


(c)                                  In
the absence of a judgment to the contrary, in no event shall any delay or
failure to provide the services or obligations under subsections (a) or (b)
above, regardless of cause, be deemed to be an eviction or disturbance of
Tenant’s use and possession of the Leased Space, render Landlord liable to
Tenant, authorize abatement of rent, relieve Tenant from performance of its
obligations under this Lease, or result in a termination of this Lease. The
foregoing, however, shall not be deemed to prevent Tenant’s exercise of its
rights under Section 42 hereof.


 


12.                               ASSIGNMENT
AND SUBLETTING.


 


(a)                                  Tenant
shall not, without the prior written consent of Landlord, assign or mortgage
(except as permitted under Section 36(b) hereof) this Lease or any interest
therein or sublet the Leased Space or any part thereof. For the purposes of
this paragraph, the sale or assignment of a controlling interest in the Tenant
corporation or a majority interest in the Tenant partnership as the case may be
shall be deemed an assignment, but the assignment to a parent, wholly-owned
subsidiary of the Tenant or successor corporation shall be permitted, provided
that such assignee assumes the obligations of Tenant and that such assignment
shall not relieve


 


13





















 


Tenant of its obligations hereunder. For purposes herein, (A) a
successor corporation is one into which Tenant is merged or consolidated, or
which acquired those of Tenant’s assets or business located in the Leased Space
as of the date of the assignment, and (B) a controlling interest shall mean the
ownership of fifty percent or more of the beneficial interest in the person or
entity in question, unless the corporation is publicly traded in which case
such transfers of stock (whether or not a controlling interest) shall not be
deemed to be an assignment. As to any other assignment, Landlord agrees that it
shall not unreasonably withhold its consent, provided the business of Tenant’s
assignee or subtenant is no more hazardous than that of Tenant, it being
understood that it shall not be unreasonable for Landlord to require, as a
condition of such consent:


 


(b)                                 That
50% of any money or other economic consideration received by Tenant as a result
of such subletting or assignment and which is not properly allocable to any
lease of Tenant’s personal property in the Leased Space or sale of Tenant’s
assets from the business operated at the Leased Space or sale of Tenant’s stock
or other arms-length transaction, which exceeds, in the aggregate, the
total sums which Tenant is obligated to pay Landlord under this Lease (pro
rated to reflect obligations allocable to that portion of the Leased Space
subject to the sublease or assignment) shall be payable to Landlord as
Additional Rent under this Lease without affecting or reducing any other
obligation of Tenant hereunder; and


 


(c)                                  Unless
otherwise agreed in Landlord’s consent, no subletting or assignment shall release
Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay
the rental and to perform all other obligations to be performed by Tenant
hereunder. The acceptance of rental by Landlord from any other person shall not
be deemed to be a waiver by Landlord of any provision hereof. Consent to one
assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting. In the event of default by any assignee of Tenant or
any successor of Tenant in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant without the necessity of exhausting
remedies against such assignee or successor. Landlord may consent to subsequent
assignment or subletting of this Lease or amendments or modifications to this
Lease with assignees of Tenant, without notifying Tenant, or any successor of
Tenant, and without obtaining its or their consent thereto and such action
shall not relieve Tenant of liability under this Lease.


 


13.                               ACCESS
TO LEASED SPACE.


 


Landlord, its employees and
agents, shall have the right to enter the Leased Space at all reasonable times
for the purpose of examining or inspecting the same, showing the same to
prospective purchasers or tenants of the Building, or mortgagees, and making
such alterations, repairs, improvements or additions to the Leased Space or to
the Building as Landlord may deem necessary or desirable provided such
alterations, repairs, improvements or additions do not adversely affect Tenant’s
Business or use of the Leased Space or, except with Tenant’s consent, alter the
Tenant’s Alterations. Except in case of emergency which, in Landlord’s
reasonable judgment, threatens imminent injury to persons or property, any such
entry shall be after reasonable notice to Tenant and in compliance with Tenant’s
practices from time to time established with respect to testing areas or other
areas where confidential information is located


 


14





















 


or to which
governmental regulations affecting access may apply, for which Tenant has
provided written notice to Landlord. If a representative of Tenant shall not be
present to open and permit entry into the Leased Space at any time when such
entry by Landlord is necessary in an emergency, Landlord may enter by means of
a master key (or forcibly) without liability to Tenant and without such entry
constituting an eviction of Tenant or termination of this Lease. All keys must
be returned to Landlord at the expiration or termination of the Lease.


 


14.                               REPAIRS.


 


(a)                                  Landlord
shall perform all maintenance, replacements and repairs necessary to maintain
the roof, load bearing walls (other than paint and wall coverings), floors
(other than carpeting, tile and similar floor coverings), foundations and other
structural elements of the Building; provided, however, that Landlord shall not
be obligated for any of such repairs until the expiration of a reasonable
period of time after written notice that such repair is needed. The cost of
same shall be included in the Operating Expenses to the extent provided in
Section 3(a)(iii) unless the necessity for any of the foregoing arises from the
gross negligence or wilful and wanton misconduct of Landlord or its employees,
in which case such cost shall not be included as part of the Operating Expenses
but shall be paid by Landlord (without prejudice to Landlord’s right to recover
same from the responsible party).  Any
such maintenance, replacements or repairs and any labor performed or materials
furnished by or upon the direction of Landlord shall be performed in a good and
workmanlike manner, using only materials of at least the same quality and
integrity as that being repaired or replaced, and performed and furnished in
compliance with all applicable laws, regulations, ordinances and requirements
of all duly constituted authorities or governmental bodies having jurisdiction
over the Building, and the requirements of any board of underwriters having
jurisdiction thereof.


 


(b)                                 Except
as the Landlord is obligated for repairs as provided above or in Section 11,
Tenant shall make, at its sole cost and expense, all repairs necessary to
maintain the Leased Space, including without limitation, all plumbing, heating,
ventilation, air conditioning and electrical lines, pipes, fixtures and equipment
not expressly to be maintained by Landlord pursuant to subparagraph (a) and
shall keep the Leased Space and the fixtures therein in neat and orderly
condition. Without limiting the generality of the foregoing, Tenant at its
expense is specifically required to make promptly all repairs (i) to that
portion of any pipes, lines, ducts, wires or conduits at the Building; (ii) to
the glass windows, plate glass doors, and any fixtures or appurtenances
composed of glass and which are located within the Leased Space; (iii) to
Tenant’s sign(s); and (iv) to any heating or air conditioning equipment
installed in the Building. During the Term, Tenant at its own expense shall
keep in place a maintenance contract with a reputable heating and air
conditioning service company reasonably acceptable to Landlord, and provide
Landlord with a copy of the same. If the Tenant refuses or neglects to make
such repairs or fails to diligently prosecute the same to completion after
written notice from Landlord of the need therefore and a reasonable time for
cure, Landlord may make such repairs at the expense of Tenant and such expense
shall be collectible as Additional Rent. Any such repairs and any labor
performed or materials famished in, on or about the Leased Space shall be performed
and furnished by Tenant in compliance with all applicable laws, regulations,
ordinances and requirements of duly constituted authorities having jurisdiction
over the Building, the


 


15





















 


requirements of any board of underwriters having jurisdiction thereof,
as well as any reasonable regulations imposed by Landlord pertaining thereto.
Without limitation of the foregoing, Landlord shall have the right to approve
any and all contractors and suppliers who furnish materials and labor for such
repairs, which consent shall not be unreasonably withheld, delayed or
conditioned.


 


(c)                                  If
required solely as a result of Tenant’s particular activities at the Leased
Space (as opposed to general occupancy thereof by any tenant), Tenant also
shall comply with, and make any repairs and installations required by any
applicable law.


 


(d)                                 Provided
that Landlord shall exercise reasonable efforts to effectuate its repairs in a
manner which will keep at a minimum Landlord’s interference with Tenant’s use
and occupancy of the Leased Space, Landlord shall not be liable by reason of
any injury to or interference with Tenant’s business arising from the making of
any repairs, alterations, additions or improvements in or to the Leased Space,
or the Building or Center or to any appurtenances or equipment therein.


 


15.                               TERMINATION
AND EXTENSION.


 


(a)                                  It
is hereby mutually agreed that this Lease shall terminate at the end of the
Term (as the same may have been accelerated pursuant to Section 2(c)), if a
renewal right has not been exercised or, if exercised, upon the end of any
renewal term, without notice.


 


(b)                                 If
Tenant shall hold over after the expiration of the Term hereof, and Landlord
shall not give consent to such hold over by Tenant, such tenancy may be
terminated as permitted by applicable state law, and until Tenant has vacated
the Leased Space, it agrees to pay to Landlord rent at a monthly rental double
the rate payable by Tenant at the expiration of the Term of this Lease.


 


16.                               SURRENDER
OF LEASED SPACE.


 


At the end of the Term of this
Lease, Tenant shall surrender the Leased Space to Landlord, in broom clean
condition and in good order and repair except for ordinary wear and tear and
damage for which Tenant is not obligated to make repairs under this Lease.
Subject to Sections 8 and 9 hereof and if an Event of Default has not occurred
which is then continuing, Tenant shall at the end of the Term hereof remove any
Tenant Alterations and any equipment, furniture, trade fixtures or other personal
property placed in the Leased Space by Tenant, unless Landlord directs Tenant
to not remove Tenant Alterations, in which event the same shall remain in place
and be the property of Landlord.  Tenant
shall repair all damage to the Leased Space caused by such removal and, except
for Tenant Alterations to remain in place as permitted or directed by Landlord,
restore the Leased Space to the condition in which they were prior to the
installation of the items so removed, reasonable wear and tear and damage by
casualty not caused by Tenant excepted. Tenant shall surrender the Leased Space
to Landlord at the end of the Term hereof, without notice of any kind, and
Tenant waives all right to any such notice as may be provided under any laws
now or hereafter in effect in Pennsylvania. If Tenant shall fail to remove


 


16





















 


any Tenant
Alterations which it was required to remove pursuant to Section 8 of this Lease
or any of its equipment, furniture, trade fixtures or other personal property,
Landlord may remove and store the same at the expense of Tenant or sell the
same on behalf of Tenant at public or private sale in such manner as is
commercially reasonable, with any proceeds thereof to be first applied to the
costs and expenses, including attorney’s fees, of the storage and sale and the
payment of any amounts owed hereunder by Tenant.


 


17.                               INDEMNIFICATION
AND INSURANCE.


 


(a)                                  Tenant
covenants and agrees that it shall, without notice or demand and at its own
cost and expense, indemnify and save harmless Landlord against and from, and
Landlord shall not be liable to Tenant for, any and all claims by or on behalf
of any person arising in any manner whatsoever from, out of, or in connection
with any accident, death, injury, or damage, loss or theft of property in or
about the Leased Space (whether involving property belonging to Tenant or any
other person) resulting from the negligence or willful misconduct of Tenant,
its agents, employees, licensees or invitees, and from and against all costs,
reasonable attorney fees, expenses and liabilities incurred in or as a result
of any such claim or action or proceeding brought against Landlord by reason of
any such claim. Tenant, upon notice from Landlord, covenants to resist or defend
such action or proceeding by legal counsel reasonably satisfactory to Landlord.


 


(b)                                 Tenant
shall keep in force public liability insurance with respect to the Leased
Space, including contractual insurance with respect to the covenants and
agreements above, with companies and in form reasonably acceptable to Landlord
to afford protection of not less than Three Million ($3,000,000.00) Dollars
with respect to personal injury or death and property damage, and naming
Landlord as an additional insured and providing not less than thirty (30) days’
notice of cancellation. Copies of such policies or a certificate of insurance
evidencing same shall be delivered to Landlord.


 


(c)                                  Landlord
covenants and agrees that it shall, without notice or demand and at its own cost
and expense, indemnify and save harmless Tenant against and from, and Tenant
shall not be liable to Landlord for, any and all claims by or on behalf of any
person arising in any manner whatsoever from, out of, or in connection with any
accident, death, injury, or damage, loss or theft of property in or about the
Leased Space (whether involving property belonging to Landlord or any other
person) resulting from the gross negligence or wanton and willful misconduct of
Landlord, its agents or employees, and from and against all costs, reasonable
attorney fees, expenses and liabilities incurred in or as a result of any such
claim or action or proceeding brought against Tenant by reason of any such
claim. Landlord, upon notice from Tenant covenants to resist or defend such
action or proceeding by legal counsel reasonably satisfactory to Tenant.


 


(d)                                 Landlord
shall keep in force public liability insurance with respect to the Building,
including contractual insurance with respect to the covenants and agreements above,
with companies and in form reasonably acceptable to Tenant to afford protection
of not less than Three Million ($3,000,000.00) Dollars with respect to personal
injury or death and property


 


17





















 


damage, and naming Tenant as an additional
insured and providing not less than thirty (30) days’ notice of cancellation.
Copies of such policies or a certificate of insurance evidencing same shall be
delivered to Tenant.


 


(e)                                  All
property insurance policies also shall contain a clause or endorsement denying
the insurer any rights of subrogation against Landlord, in the case of Tenant’s
insurer, and Tenant, in the case of Landlord’s insurer. As to any loss or
damage covered by insurance containing a waiver of subrogation clause or
similar endorsement, each party hereby releases the other, to the extent of
such damaged party’s insurance indemnities, from any and all liability for such
loss or damage even if such loss or damage shall be brought about by the fault
or negligence of such other party, or the agents, employees, invitees or
licensees of such other party; provided however, that this release shall be
effective only with respect to loss or damage occurring during such time as the
applicable policies of insurance shall contain a clause to the effect that this
release shall not affect said policies or the right of the insured to recover
thereunder. If any policy does not contain such a clause, the insured party
shall, at the written request of the other party to this release, have such a
clause added to said policy if an endorsement so providing is obtainable. This
subsection (e) shall supersede any provisions to the contrary in subsections
(a) and (c) above.


 


18.                               FIRE
OR OTHER CASUALTY.


 


(a)                                  At
all times during the effectiveness of this Lease, Landlord shall maintain in
full force and effect a policy of fire and extended coverage insurance for the
full replacement value of the Building, subject to a commercially reasonable
deductible. The premium for such insurance and any deductibles expended shall
be included as an Operating Expense. Such coverage shall be issued by any
reputable insurance company licensed in Pennsylvania, with at least a Best’s
rating of “A” or better. Landlord agrees to deliver a certificate evidencing
such insurance coverage upon Tenant’s request from time to time.


 


(b)                                 If
the Leased Space or the Building is partially damaged by fire or other casualty
such that Tenant is able to conduct its business therein at a reduced but
economically feasible level on a temporary basis, and insurance proceeds are
available to Landlord, the damages shall be repaired by and at the expense of
Landlord and the rent, until such repairs shall be made, shall be apportioned
from the date of such fire or other casualty according to the part of the
Leased Space which is usable by Tenant. Landlord agrees to repair such damage
within a reasonable period of time after receipt from Tenant of written notice
of such damage, except that Tenant agrees to repair and replace its own
furniture, furnishings and equipment and Tenant Alterations. If Landlord is
unable to complete reconstruction of the damaged premises within two hundred
ten (210) days from the date of the casualty, or at least one year prior to the
then scheduled expiration date of the Lease, Landlord or Tenant shall have the
right to terminate this Lease.


 


(c)                                  If
the Building is totally damaged or is rendered wholly untenantable by fire or
other casualty, rent shall abate from the date the Building is rendered untenantable,
and each party shall have the right to terminate the Lease by written notice to
the other on or before thirty (30) days after such casualty occurred. If,
however, Landlord consents in writing within thirty 


 


18





















 


(30) days following such casualty to reconstruct the damaged premises
to the condition which existed prior to such casualty and a reputable
contractor acceptable to Landlord and Tenant determines that such
reconstruction can be substantially completed within two hundred ten (210) days
from the date of such casualty, neither party shall have the right to terminate
this Lease and Landlord shall undertake reconstruction of the damaged premises.
If, however, Landlord is unable to complete reconstruction of the damaged
premises within two hundred ten (210) days from the date of the casualty, or at
least one year prior to the then scheduled expiration date of the Lease,
Landlord or Tenant shall have the right to terminate this Lease.


 


(d)                                 Whenever
Landlord shall be obligated hereunder to reconstruct damaged premises, Landlord
agrees to undertake such reconstruction with reasonable diligence and, if
Tenant shall remain in possession of any portion of the Leased Space, in such
manner to as to minimize interference or disruption of Tenant’s use of the said
portion of the Leased Space. Reconstruction shall be performed in a good and
workmanlike manner, in accordance with standard construction practices and
safety procedures, using only materials of at least equal quality and integrity
as the materials damaged by the casualty, undertaken in such manner so as to
restore the damaged premises to substantially the condition which existed prior
to such casualty, and performed and furnished in compliance with all applicable
laws, regulations, ordinances and requirements of all duly constituted
authorities or governmental bodies having jurisdiction over the Building, and
the requirements of any board of underwriters having jurisdiction thereof.


 


(e)                                  Upon
the termination of this Lease under the conditions hereinbefore provided,
Tenant’s liability for rent shall cease as of the day of the casualty. Tenant
shall promptly vacate and surrender the Leased Space to Landlord in its “as is”
condition, whereupon neither party shall have any further rights or obligations
hereunder except that Landlord shall reimburse to Tenant (i) any portion of the
Security Deposit not otherwise applied by Landlord in accordance with this
Lease, and (ii) prepaid Rent paid by Tenant. Such reimbursement shall be made
in full to Tenant not later than thirty (30) days following termination of this
Lease, and if not so paid, such unpaid amounts shall accrue interest at the
Default Rate specified in this Lease from the date of termination until paid in
full. The limitations set forth in Section 28 hereof shall not apply Landlord’s
liability for payment of the foregoing amounts.


 


19.                               CONDEMNATION.


 


If the Leased
Space or the Building or any material part of either shall be condemned or
otherwise subject to an eminent domain proceeding, then and in that event, upon
the transfer of title to the authority exercising such power, this Lease shall
terminate, and all rent paid in advance shall be apportioned as of the date of
such termination. Notwithstanding the foregoing, if only a part of the Leased
Space shall be so taken and the part not so taken shall be sufficient in Tenant’s
reasonable judgment for the economic and feasible operation of Tenant’s
business, Tenant, at its election, may retain the part not so taken and there
shall be a proportional reduction in the rent. All compensation awarded or paid
upon such a total or partial taking of the Leased Space shall belong to and be
the property of the Landlord. The foregoing shall not, however, be construed to
preclude the Tenant from prosecuting any claim directly against the condemning 


 


19





















 


authority in
such condemnation proceedings for loss of business, or depreciation to, damage
to, or cost of removal of, or for the value of stock, trade fixtures,
furniture, and other personal property belonging to the Tenant, provided,
however, that no such award or claim shall diminish or otherwise adversely
affect the Landlord’s award.


 


20.                               ESTOPPEL
CERTIFICATES.


 


At any time,
and from time to time, upon the written request of Landlord or any “Mortgagee”
(as defined in section 29 hereof), Tenant, within ten (10) business days of the
date of such written request, agrees to execute and deliver to Landlord and/or
such Mortgagee, a written statement: (a) ratifying this Lease; (b) confirming
the commencement and expiration dates of the terms of this Lease; (c)
certifying that Tenant is in occupancy of the Leased Space, and that the Lease
is in full force and effect and has not been modified, assigned, supplemented
or amended except by such writings as shall be stated; (d) certifying that all
conditions and agreements under this Lease to be satisfied or performed by
Landlord have been satisfied and performed except as shall be stated; (e)
certifying that Landlord is not in default under the Lease and there are no
defenses or offsets against the enforcement of this Lease by Landlord, or
stating the defaults and/or defenses claimed by Tenant; (f) reciting the amount
of advance rent, if any, paid by Tenant and the date to which such rent has
been paid; (g) reciting the amount of security deposited with Landlord, if any;
and (h) any other information which Landlord or the Mortgagee reasonably may
require. The failure of Tenant to execute, acknowledge and deliver to Landlord
and/or any Mortgagee a statement in accordance with the provisions herein
within the period set forth herein shall constitute an acknowledgment by Tenant
which may be relied upon by any person holding or intending to acquire any
interest whatsoever in the Leased Space or the Building that this Lease has not
been assigned, amended, changed or modified, is in full force and effect and
that the Minimum Annual Rent, and Additional Rent have been duly and fully paid
not beyond the respective due dates immediately preceding the date of the
request for such statement and shall constitute as to any persons entitled to
rely on such statements (other than Landlord) a waiver of any defaults by
Landlord or defenses or offsets against the enforcement of this Lease by
Landlord which may exist prior to the date of the written request.


 


21.                               DEFAULT.


 


The occurrence
of any of the following shall constitute an “Event of Default” of this Lease by
Tenant:


 


(a)                                  A
failure by Tenant to pay, when due, any installment of rent hereunder or any
such other sum herein required to be paid by Tenant where such failure
continues for ten (10) days after written notice thereof from Landlord;
provided however said written notice shall not be required to be given by
Landlord more than twice in any twelve (12) month period.


 


(b)                                 A
failure by Tenant to observe and perform any other terms or conditions of this
Lease to be observed or performed by Tenant, where such failure continues for
thirty (30) days after written notice thereof from Landlord to Tenant; provided
that, if such default is of a nature that cannot be reasonably cured within
such thirty (30) day period, no default shall exist so long


 


20





















 


as Tenant has commenced cure within such thirty (30) day period and
diligently pursues same to completion within ninety (90) days.


 


(c)                                  The
making by Tenant of any assignment for the benefit of creditors, an
adjudication that Tenant is bankrupt, insolvent, or unable to pay its debts;
the filing by or against Tenant of a petition in bankruptcy or of a petition
for reorganization or arrangement under any law relating to bankruptcy (unless,
in the case of a petition filed against Tenant, the same is dismissed within
sixty (60) days after the filing thereof); the appointment of a trustee or
receiver to take possession of substantially all of Tenant’s assets located in
the Leased Space or of Tenant’s interest in this Lease (unless possession is
restored to Tenant within thirty (30) days after such appointment); or the
attachment, execution or levy against, or other judicial seizure of,
substantially all of Tenant’s assets located in the Leased Space or of Tenant’s
interest in this Lease (unless the same is discharged within thirty (30) days
after issuance thereof).


 


22.                               REMEDIES.


 


Upon the
occurrence of any Event of Default by Tenant:


 


(a)                                  Landlord
may perform for the account of Tenant any such act, the omission of which
constituted an Event of Default by Tenant and immediately recover as Additional
Rent any expenditures made and the amount of any obligations incurred in
connection therewith, plus interest at the Default Rate from the date the
obligations are incurred by Landlord until payment therefor to Landlord, whether
before or after entry of judgment and issuance of execution thereon.


 


(b)                                 Landlord
may accelerate all Minimum Annual Rent and Additional Rent due for the balance
of the Term of this Lease and declare the same to be immediately due and
payable.  In determining the amount of
any future payments due Landlord relating to Operating Expenses and/or Real
Estate Taxes, Landlord shall make such determination based upon the most recent
estimates of Operating Expenses and/or Real Estate Taxes available.


 


(c)                                  Landlord,
at its option, may serve notice upon Tenant that this Lease and the then
unexpired term thereof shall cease and expire and become absolutely void on the
date specified in such notice, to be not less than five (5) days after the date
of such notice without any right on the part of the Tenant to save the
forfeiture by payment of any sum due or by the performance of any term or
condition broken; and, thereupon and at the expiration of the time limit in
such notice, this Lease and the Term hereof, as well as the right, title and
interest of the Tenant hereunder, shall wholly cease and expire and become void
in the same manner and with the same force and effect (except as to Tenant’s
liability) as if the date fixed in such notice were the date herein granted for
expiration of the Term of this Lease. Thereupon, Tenant shall immediately quit
and surrender to Landlord the Leased Space, and Landlord may enter into and
repossess the Leased Space by summary proceedings, detainer, ejectment or
otherwise and remove all occupants thereof and, at Landlord’s option, any
property thereon, without being liable to indictment, prosecution or damages
therefor. No such expiration or termination of this Lease


 


21





















 


shall relieve Tenant of its liability and obligations under the Lease,
whether or not the Leased Space shall be relet.


 


(d)                                 Landlord
may, at any time after the occurrence of any Event of Default, re-enter and
repossess the Leased Space and any part thereof and attempt in its own name, as
agent for Tenant if this Lease not be terminated, or on its own behalf if this
Lease be terminated, to relet all or any part of the Leased Space for and upon
such terms and to such persons and for such period or periods as Landlord, in its
sole discretion, shall determine, including a term beyond the termination of
this Lease; and Landlord shall not be required to accept any tenant offered by
Tenant or observe any instruction given by Tenant about such reletting. For the
purpose of such reletting, Landlord may decorate or make repairs, changes,
alterations or additions in or to the Leased Space to the extent deemed by
Landlord desirable or convenient; and the cost of such decoration, repairs,
changes, alterations or additions shall be charged to and be payable by Tenant
as Additional Rent hereunder, as well as any reasonable brokerage and attorneys
fees incurred by Landlord; and any sums collected by Landlord from any new
tenant obtained shall be credited against the balance of the rent due hereunder
as aforesaid. Tenant shall pay to Landlord monthly, on the days when the rent
would have been payable under this Lease, the amount due hereunder less the
amount obtained by Landlord from such new tenant.


 


(e)                                  Landlord
shall have the right of injunction, in the event of a breach or threatened
breach by Tenant of any of the terms and conditions hereof, to restrain the
same and the right to invoke any remedy allowed by law or in equity, whether or
not other remedies, indemnities or reimbursements are herein provided. The
rights and remedies given to Landlord in this Lease are distinct, separate and
cumulative remedies; and no one of them, whether or not exercised by Landlord,
shall be deemed to be in exclusion of any of the others.


 


(f)                                    In
the event of the occurrence of an Event of Default hereunder, Landlord shall
have the right to change the locks on the Leased Space and exclude Tenant
therefrom, and to discontinue all or part of the services and facilities
provided to Tenant under this Lease or otherwise, which-action shall not be
deemed an eviction. Such action may be taken, however, only upon five (5) days
prior notice to Tenant, and Tenant hereby releases Landlord from any liability
for any damages sustained by Tenant or its property as a result of the same.


 


(g)                                 If
Tenant has paid accelerated rent to Landlord and Landlord thereafter re-lets
any portion of the Leased Space, any sums collected by Landlord from any new
tenant obtained in excess of the cost of decoration, repairs, changes,
alterations or additions, and any reasonable brokerage and attorneys fees
incurred by Landlord in connection with such re-letting, to the extent the same
exceed all other damages incurred by Landlord as a result of Tenant’s default,
shall be paid to Tenant if, as and when received by Landlord from the
replacement tenant, but in no event shall the amount to be paid to Tenant by
Landlord exceed the amount of accelerated rent and other damages paid by Tenant
to Landlord.


 


(h)                                 Following
an Event of Default, Landlord agrees not to unreasonably withhold, delay or
condition (including, for example, the requirement of any back-rent payments by
Tenant) its consent to any subtenants or assignees which Tenant may propose for
all or any


 


22





















 


portion of the Leased Space provided that Landlord’s acceptance of any
such subtenant or assignee shall not be deemed to cure Tenant’s default nor
otherwise relieve Tenant of its obligations hereunder, unless Landlord
otherwise agrees in writing. Any rent paid as a result of any such assignment
or sublease shall be applied in accordance with subsection (g) above.


 


23.                               CONFESSION
OF JUDGMENT FOR POSSESSION IN LIMITED CIRCUMSTANCE.


 


If Tenant
fails to vacate the Leased Premises upon termination of this Lease or an Event
of Default under Section 21 (a) shall have occurred, Landlord shall have the
further remedy of confession of judgment for possession:


 


ANY
PROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD MAY APPEAR FOR TENANT TO FILE
AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN AMICABLE ACTION FOR
JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING UNDER TENANT, AND
A JUDGMENT FOR THE RECOVERY BY LANDLORD OF POSSESSION MAY ISSUE FORTHWITH
WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER. IF FOR ANY REASON AFTER SUCH
ACTION SHALL HAVE BEEN COMMENCED, IT SHALL BE CANCELED OR SUSPENDED AND
POSSESSION OF THE LEASED SPACE REMAINS IN OR IS RESTORED TO TENANT, LANDLORD
SHALL HAVE THE RIGHT UPON ANY SUBSEQUENT DEFAULT OR TERMINATION OF THIS LEASE
OR ANY RENEWAL OR EXTENSION HEREOF, TO BRING ONE OR MORE AMICABLE ACTIONS IN
EJECTMENT AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE LEASED SPACE.
IF IN ANY AMICABLE ACTION IN EJECTMENT, LANDLORD SHALL CAUSE TO BE FILED IN
SUCH ACTION AN AFFIDAVIT SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE
ENTRY OF JUDGMENT AND IF A TRUE COPY OF THIS LEASE (AND THE TRUTH OF THE COPY
STATED IN SUCH AFFIDAVIT SHALL BE SUFFICIENT PROOF) BE FILED IN SUCH ACTION, IT
SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY LAW,
RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT
EXPRESSLY RELEASES TO LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR
TENANT, ALL ERRORS IN THE SAID PROCEEDINGS, AND ALL LIABILITY THEREFOR.


 


23





















 


	
   

  	
   

  	
   

  	
  ISOLAGEN, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  



 


24.                               WAIVER.


 


The failure or
delay on the part of either party to enforce or exercise at any time any of the
terms and conditions of this Lease shall in no way be construed to be a waiver
thereof, nor in any way to affect the validity of this Lease or any part
hereof, or the right of such party to thereafter enforce each and every such
term or condition. No waiver by either party of any breach of this Lease shall
be held to be a waiver of any other or subsequent breach. The receipt by
Landlord of rent or the payment by Tenant of rent at a time when a default
exists under this Lease shall not be construed as a waiver of such default. The
receipt by Landlord of a lesser amount than the rent due shall not be construed
to be other than a payment on account of the rent then due, nor shall any
statement on Tenant’s check or any letter accompanying Tenant’s check be deemed
an accord and satisfaction, and Landlord may accept such payment without
prejudice to Landlord’s right to recover the balance of the rent due or to
pursue any other remedies provided in this Lease. No act or thing done by this
Lease shall be deemed an acceptance or a surrender of the Leased Space, and no
agreement to accept such a surrender shall be valid unless in writing and
signed by the party against whom enforcement is sought.


 


25.                               QUIET
ENJOYMENT.


 


If and so long
as Tenant pays the rent reserved hereunder and observes and performs all the
terms and conditions on Tenants part to be observed and performed hereunder,
Tenant shall and may peaceably and quietly have, hold and enjoy the Leased
Space for the entire Term hereof, subject to all of the provisions of this
Lease.


 


26.                               FORCE
MAJEURE.


 


Time periods
for performance of each party’s obligations (including without limitation
construction obligations) under any of the terms of this Lease shall be
extended for periods of time during which performance is prevented due to
circumstances beyond the performing party’s control, including without
limitation, embargoes, governmental regulations, act of God, war or other
strife, shortages or unavailability of materials or equipment which are “special
order items”, strikes, lockouts, adverse weather conditions, bankruptcy or
breach of contract by a subcontractor (collectively, “Force Majeure). Force
Majeure shall not apply, however, to any monetary obligation hereunder.


 


24





















 


27.                               SUCCESSORS.


 


The respective
rights and obligations provided in this Lease shall bind and shall inure to the
parties hereto, and their successors and permitted assigns.


 


28.                               LANDLORD’S
LIABILITY.


 


Landlord’s
responsibility under this Lease shall be limited to its interest in the Leased
Space and in the Building, and no members of Landlord’s partnership shall be
personally liable hereunder. Tenant agrees to look solely to Landlord’s
interest in the Leased Space and in the Building for the collection of any
judgment, and, in entering any such judgment, the person entering the same
shall request the prothonotary to mark the judgment index accordingly. If the
Leased Space or the Building is transferred or conveyed, Landlord shall be
relieved of all covenants and obligations under this Lease thereafter accruing,
provided that notice of said transfer or conveyance is given to Tenant by
Landlord.


 


29.                               SUBORDINATION.


 


Landlord
represents that no Mortgages (hereafter defined) currently encumber the
Building, any part thereof, or the land on which it is situate. Upon delivery
of a nondisturbance and attornment agreement which is reasonably satisfactory
to Tenant, stating that this Lease is, and all of Tenant’s rights hereunder are
and shall always be, subject and subordinate to any such mortgage, leases of
Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall
retain the right of possession of the Leased Space (and/or the Building) or
security instruments (collectively called “Mortgage”) that now exist, or may
hereafter be placed upon the Leased Space or the Building, or any part thereof
and all advances made or to be made thereunder and extensions thereof, and if
the holder of any such interest forecloses or extinguishes Landlord’s rights in
the Building or Leased Space, Tenant shall attorn to and recognize any such
holder as the successor Landlord under this Lease. The aforesaid provision
shall be self-operative and no further instrument or document shall be
necessary unless required by any such Mortgagee or purchaser. Notwithstanding anything
to the contrary set forth above, any Mortgagee may at any time subordinate its
Mortgage to this Lease, without Tenant’s consent, by execution of a written
document subordinating such Mortgage to this Lease to the extent set forth
therein, thereupon this Lease shall be deemed prior to such Mortgage. Should
Landlord or any Mortgagee or purchaser desire confirmation of either such
subordination or such attornment, as the case may be, Tenant upon written
request, and from time to time, will execute and deliver without charge and in
form reasonably satisfactory to Tenant, Landlord, the Mortgagee or the
purchaser all instruments and/or documents that may be required to acknowledge
such subordination and/or agreement to attorn, in recordable form within ten
(10) business days following a request therefor from Landlord.


 


30.                               RULES
AND REGULATIONS.


 


Tenant agrees
to comply with the rules and regulations established by Landlord from time to
time; provided, however, that none of such rules and regulation materially and
adversely affect Tenant’s rights hereunder or operation of Tenant’s Business
from the Leased Space, and Tenant is


 


25





















 


afforded a
reasonable time from notice thereof to achieve compliance therewith. The
existing rules and regulations are attached hereto as Exhibit “D”.


 


31.                               GOVERNING
LAW.


 


This Lease
shall be governed by and construed in accordance with the laws of the state in
which the Building is located.


 


32.                               SEVERABILITY.


 


If any
provisions of this Lease shall prove to be invalid, void or illegal, it shall
in no way affect any other provision hereof and the remaining provisions shall
nevertheless remain in full force and effect.


 


33.                               NOTICES.


 


All notices
and statements required or permitted under this Lease shall be in writing and
delivered by either (a) United States Certified Mail, return receipt requested,
postage prepaid, (b) Federal Express or other nationally recognized overnight
courier service, fee prepaid, or (c) hand delivery against written receipt
therefor, in each case addressed as follows:


 


	
  As to Tenant prior to Commencement Date:

  	
   

  	
  Isolagen, Inc.

  
	
   

  	
   

  	
  2500 Wilcrest, 5th Floor

  
	
   

  	
   

  	
  Houston, TX 77042

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  As to Tenant as of the Commencement Date:

  	
   

  	
  Isolagen, Inc.

  
	
   

  	
   

  	
  Eagleview Corporate Center

  
	
   

  	
   

  	
  405 Eagleview Boulevard

  
	
   

  	
   

  	
  Exton, PA 19341

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Susan Ciallella

  
	
   

  	
   

  	
  Dilworth Paxson LLP

  
	
   

  	
   

  	
  3200 Mellon Bank Center

  
	
   

  	
   

  	
  1735 Market Street, 32nd Floor

  
	
   

  	
   

  	
  Philadelphia, PA 19103

  
	
   

  	
   

  	
   

  
	
  As to Landlord:

  	
   

  	
  The Hankin Group

  
	
   

  	
   

  	
  P.O. Box 562

  
	
   

  	
   

  	
  707 Eagleview Boulevard

  
	
   

  	
   

  	
  Eagleview Corporate Center

  
	
   

  	
   

  	
  Exton, PA 19341

  



 


26





















 


Either party
may at any time, in the manner set forth for giving notices to the other,
designate a different address to which notices to it shall be sent. Notice
given in accordance with this Section shall be deemed given and received as of
the earlier of (i) actual receipt or (ii) first attempted delivery which is
refused (as opposed to being returned for insufficient postage/fee, improper
address or like cause).


 


34.                               BROKERS.


 


Tenant
represents and warrants to Landlord that Tenant has not dealt with any broker,
firm, company or person in connection with the negotiation for or the obtaining
of this Lease, other than Cushman & Wakefield, Inc., whose commission shall
be paid by Tenant pursuant to a separate agreement between tenant and such
broker, and each party shall indemnify, defend and hold harmless the other from
and against any claim by any other person claiming a commission or other form
of compensation by virtue of having dealt with such party with regard to this
Lease, and any attorneys fees or other expenses incurred by the other party in
connection therewith.  Tenant shall
similarly indemnify, defend hold harmless Landlord against any claim by Cushman
& Wakefield, Inc. relating to this Lease.


 


35.                               SIGNS.


 


Tenant shall
not, without the prior written consent of Landlord, paint, place or erect any
sign on the exterior doors or walls of the Leased Space or of the Building or
Center. Subject to applicable zoning requirements and Landlord’s and Tenant’s
mutual agreement on sign graphics not to be unreasonably withheld, Tenant shall
have the right to maintain two signs on the Real Estate (hereafter defined in
Section 44(a)(i)) located at and having dimensions not in excess of those of
the existing ViroPharma signs.  Landlord
shall be responsible to obtain approval from the Association with respect to
such signage and, as Declarant under the Covenants, hereby (i) approves the
size of the signs described herein, and (ii) agrees not to unreasonably
withhold its consent to the sign graphics on either sign as long as same is
reasonably compatible with other business signage located within the Center.


 


36.                               SECURITY
DEPOSIT.


 


Not later than December 31, 2007, Tenant
agrees to deposit with Landlord, the sum of $95,000.00 to be held by Landlord
as security for the faithful performance of all the terms and conditions of
this Lease (“Security Deposit”). Should the Tenant breach any of the terms and
conditions of this Lease which continues beyond any applicable cure period and
required notice, Landlord shall have the right, at any time, to apply the
Security Deposit or any part thereof, for the purpose of curing any such
default or for the purpose of reimbursing Landlord for any damage or costs
occasioned by such default, but the right of Landlord to apply the Security
Deposit shall not affect any other remedies available to Landlord under this
Lease or under applicable law. If the Security Deposit, or any part thereof, is
so applied by Landlord, Tenant shall, within ten (10) days after demand,
deposit additional funds with Landlord to restore the Security Deposit, and
failure to do so shall constitute an event of default under this Lease.


 


27





















 


If the Tenant shall have complied with all
material terms and conditions of this Lease at the expiration of this Lease,
the Security Deposit (without interest and amounts properly withdrawn by
Landlord and not refunded by Tenant) shall be refunded to Tenant within thirty
(30) days after the expiration or sooner termination of this Lease (including
without limitation permitted terminations hereunder and terminations due to
Landlord’s default which continues beyond applicable grace and cure periods
following notice where applicable); provided, however, that Tenant first shall
have vacated the Leased Space and surrendered possession thereof to the
Landlord by delivery of keys, in accordance with the Lease provisions and shall
have returned the Leased Space to Landlord in the condition required hereunder.


 


Nothing herein contained shall require
Landlord to hold the sums so deposited as a trust fund, nor establish any
relationship other than that of debtor and creditor with respect to said funds
so deposited.


 


If Landlord shall assign or otherwise
transfer its interest in this Lease, Landlord shall transfer the Security
Deposit to the assignee or other transferee of such interest (with like
obligation to transfer to any subsequent assignee or other transferee), and
upon such transfer, Landlord shall be released and relieved from all liability
and/or responsibility with respect to this Security Deposit and/or the return
or application thereof.


 


37.                               USE
OF INFORMATION IN ADVERTISING.


 


Landlord and
any agent employed by Landlord shall be permitted to utilize the name of Tenant
and any occupant or user of the Leased Space, and other general information
about the Tenant and such occupant or user, and the terms of this Lease, in
advertising and promotional material utilized by them.


 


38.                               CAPTIONS.


 


The title to
paragraphs of this Lease are for convenience of reference only, and are not to
be construed as defining, limiting or modifying the scope or intent of any of
the terms and conditions of this Lease.


 


39.                               ENTIRE
AGREEMENT.


 


This Lease
contains all covenants and agreements between Landlord and Tenant relating in
any manner to the rental, use and occupancy of the Leased Space and Tenant’s
use of the Building and other matters set forth in this Lease. No prior
agreement or understanding pertaining to the same shall be valid or of any
force or effect and the terms, covenants and conditions of this Lease shall not
be altered, modified or added to except in writing signed by Landlord and
Tenant.


 


40.                               ACCESS
TO THE LEASED SPACE AND COMMON AREAS.


 


Tenant shall
have access to the Leased Space 24 hours a day, 365 days per year.


 


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41.                               ATTORNEY
FEES.


 


The prevailing
party in any litigation or arbitration to enforce any obligation under this
Lease shall be entitled to have reimbursed by the other party all reasonable
costs of collection and fees for legal counsel incurred as a result of enforcing
or protecting any rights under this Lease.


 


42.                               SELF-HELP.


 


(a)                                  If
Landlord fails to fulfill its obligations under this Lease, Tenant shall notify
Landlord of such non-performance. Except in the case where immediate response
is required to avoid physical damage to the Leased Space or persons or Tenant’s
property therein, Landlord shall have thirty (30) days to cure such
nonperformance. If Landlord fails to complete cure within such thirty (30) days
after receipt of such notice from Tenant, Tenant shall have the right, but not
the obligation, to carry out such activities on behalf of Landlord so as to
cure such nonperformance. Landlord shall reimburse Tenant for all reasonable
costs, fees and expenses incurred by Tenant in connection with performing such
cure. Such reimbursement shall be made within fifteen (15) days after written
demand by Tenant, which demand shall be accompanied by appropriate invoices or
other materials to substantiate the amount for the requested reimbursement. If
Landlord fails to pay Tenant the amount requested within said fifteen (15) day
period, such unpaid amounts shall accrue interest at the Default Rate which
shall continue to accrue on any judgment obtained by Tenant against Landlord
for recovery of such unreimbursed amounts. Notwithstanding the foregoing
rights, Tenant shall not be entitled to set-off such amounts against Rent due
hereunder, and Tenant hereby expressly waives such right, unless and until
Tenant shall have obtained a final judgment against Landlord with respect to
Landlord’s obligation under the Lease which Tenant alleges that Landlord failed
to perform, and such right of set-off shall be applicable only to the amount of
the judgment not paid within thirty (30) days and may be asserted by Tenant
against installments of Rent thereafter coming due.


 


(b)                                 Amounts
due from Landlord to which the Default Rate has been applied shall continue to
accrue interest at the Default Rate after entry of judgment and issuance of
execution thereon until paid in full.


 


43.                               MEMORANDUM
OF LEASE.


 


Tenant, at its
expense, shall be entitled to record a memorandum of lease which Landlord shall
execute and acknowledge. Concurrently with the execution of this Lease, Tenant
and Landlord agree to execute such memorandum of lease along with a termination
thereof, both of which shall be in form and substance sufficient to permit the
recording of such instrument and otherwise reasonably acceptable to Landlord
and Tenant. The termination of such memorandum of lease shall be held in escrow
by Riley, Riper, Hollin & Colagreco, as escrow agent, until termination of
this Lease, pursuant to a separate escrow agreement with respect to which the
parties agree to negotiate in good faith promptly upon or following execution
hereof. In the absence of such escrow agreement, the party designated as escrow
agent shall hold such 


 


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termination
until the earlier of (a) receipt of a court order directing release of said
termination or (b) written instructions from Landlord and Tenant directing the
release of said termination.


 


44.                               LANDLORD
REPRESENTATIONS AND WARRANTIES.


 


(a)                                  Landlord,
to induce Tenant to enter into this Lease, represents, warrants and agrees, as
of the date first set forth above and the Commencement Date, as follows, which
representations and warranties shall survive until one (1) year after the Commencement
Date:


 


(i)                                     Title
to the Property. To Landlord’s Knowledge, Landlord owns the Land upon which
the Building is located and has good and marketable title of record thereto,
free of any liens or encumbrance except for the Permitted Title Exceptions
described on Exhibit “E” hereto. Landlord’s
ownership of the Land has never been challenged. No parties other than Landlord
are required to execute or consent to this Lease.


 


(ii)                                  No
Third Party Rights. There are no options, licenses, leases, rights of first
refusal, contracts for the sale of the Land (including conditional sales
agreements) or similar arrangements respecting the Land other than as are to be
entered with Tenant.


 


(iii)                               Condemnation.
Landlord has not received any notice or other communication from any
governmental unit or other body having the power of eminent domain indicating
that any part of the Land or other portion of Eagleview Corporate Center has
been, will or may be condemned.


 


(iv)                              Proceedings.
No action, suit, or proceeding currently is pending against the Land or, to
Landlord’s Knowledge, any other portion of Eagleview Corporate Center in any
court or before any board, commission agency or other governmental
instrumentality. Landlord has not received written notice of any such
threatened action, suit, or proceeding.


 


(v)                                 Assessments:
Public Improvements. No assessments or notice of assessments for public
improvements have been made against the Land prior to the date of this Lease
which have not been paid, other than impact fees which will be paid by
Landlord, and no work has been commenced on new public improvements authorized
by ordinances enacted prior to the date hereof which will result in an
assessment against the Land.


 


(vi)                              Zoning
and Approvals. The Land is zoned planned commercial/industrial. All
subdivision and land development approvals necessary for the creation of the Land
as a separate lot with direct access to a public road and for the construction
of the Building on the Land (collectively “Approvals”) have been obtained and
are in full force and effect as of this date. Landlord is in full compliance
with all Approvals and, to Landlord’s Knowledge, no condition or state of facts
now exists which, with the giving of notice or expiration of applicable time
period, could cause the invalidation, termination or revocation of any of the
Approvals.


 


30





















 


(vii)                           Environmental.


 


(A)                              Environmental
Reports. Landlord has delivered to Tenant a true, correct and complete copy
of the environmental report titled “Report of Findings Phase I Environmental
Assessment of the Eagleview Development” which was prepared by SMC
Environmental Services Group and bears the reference number 9939-91000 and date
of June, 1992 (“Environmental Report”). The Environmental Report covers the
Real Estate, and, to Landlord’s Knowledge, no facts or circumstances have
changed at the Real Estate which would make any potion of the Environmental
Report incorrect or misleading.


 


(B)                                Compliance;
Permits. To Landlord’s Knowledge, as of the date of this Lease, the Real
Estate is in compliance with all applicable Federal, state and local laws,
regulations, ordinances, rulings , and directives relating to protection or
regulation of the environment (“Environmental Laws”) and with any permit or
governmental authorization which relate to the Environmental Laws.


 


(C)                                Underground
Storage Tanks. To Landlord’s Knowledge, no underground storage tanks are
located on the Real Estate nor have any underground storage tanks been removed
from the Real Estate.


 


(viii)                        Covenants.
The Amended and Restated Declaration of Easements and Protective Covenants
recorded in Deed Book 2074 at Page 240 as amended by a Supplement and
Clarification recorded in Deed Book 2363, page 499, a First Amendment recorded
in Deed Book 2596, page 550, a Second Amendment recorded in Deed Book 3590,
page 1986, a Third Amendment recorded in Deed Book 3672, page 579, a Fourth
Amendment recorded in Deed Book 4177, page 206, a Fifth Amendment recorded in
Record Book 4206 Page 1534, a Sixth Amendment recorded in Record Book 4365 Page
649, and a Seventh Amendment recorded in Record Book 4744 Page 0278 (collectively,
“Declaration”) and the Rider to Lease or Agreement of Sale Regarding Industrial
Waste Discharge Within Eagleview Corporate Center (which are sometimes
collectively referred to herein as the “Covenants”), constitute all of the
protective covenants or similar agreements which affect Eagleview Corporate
Center. Landlord represents and covenants that no private agreements exist
which materially and adversely affect Tenant’s rights under this Lease or an
owner’s rights under the Covenants, including the ability to seek enforcement
thereof, nor will Landlord hereafter enter into any such agreement.


 


(ix)                                Discovery
of Facts.  If, prior to the
Commencement Date, Landlord acquires actual knowledge of any fact which would
be required to be disclosed by Landlord to render its representations and
warranties true, correct and complete, in all material respects, Landlord
promptly shall disclose such fact to Tenant.


 


(b)                                 For
purposes of this Section 44, the term (and similar terms) “to Landlord’s Knowledge”
shall mean to the best knowledge of Landlord’s President, Executive Vice
President and Director of Commercial Marketing (including without limitation
knowledge deemed to be charged to Landlord by virtue of items and facts
disclosed in the reports of consultants in Landlord’s possession wherever
located), such statement or fact is true and correct and such persons possess
no information which make such statement or fact incomplete or misleading.


 


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45.                               RENEWAL
OPTION.


 


(a)                                  Tenant
shall have the right and option to extend the term of this Lease for one
renewal term, of five (5) years duration. The renewal term, if exercised, shall
commence on the day immediately following the expiration of the initial Term
hereof, April 1, 2013. The option to extend, as well as the commencement of the
renewal term, shall be conditioned on no uncured events of default by Tenant
then existing.


 


(b)                                 Tenant
shall exercise its renewal option only by delivering written notice of same to
Landlord not later than one (1) year prior to the expiration of the then
current term, which notice shall be due on or before March 31, 2012, time being
of the essence. Tenant’s failure to timely exercise an option shall be deemed a
waiver of all rights under this Section, in which event this Lease shall
terminate upon expiration or earlier termination of the then current term.


 


(c)                                  The
renewal term, if exercised, shall be upon all of the terms and conditions of
this Lease, except for the change in Minimum Annual Rent which, if exercised,
shall be calculated as follows:


 


For the initial year of the renewal term, the Base Index shall be the
CPI U for March, 2012, and for each subsequent year, the Base Index shall be
the CPI U for the month of March one year prior to the Comparison Index.


 


The Base Rent
for Adjustment Purposes shall mean, for the each year of the renewal term, the
Minimum Annual Rent under this Lease in effect for the immediately preceding
year.


 


The Base Index
and Comparison Index for each year of the Renewal Term shall be:


 


	
  Second
  Renewal Term

  Year

  	
   

  	
  Base
  Index

  	
   

  	
  Comparison
  Index

  
	
  4/1/13-3/31/14

  	
   

  	
  March 2012

  	
   

  	
  March 2013

  
	
  4/1/14-3/31/15

  	
   

  	
  March 2013

  	
   

  	
  March 2014

  
	
  4/1/15-3/31/16

  	
   

  	
  March 2014

  	
   

  	
  March 2015

  
	
  4/1/16-3/31/17

  	
   

  	
  March 2015

  	
   

  	
  March 2016

  
	
  4/1/17-3/31/18

  	
   

  	
  March 2016

  	
   

  	
  March 2017

  



 


During each
year of the renewal term, Minimum Annual Rent shall increase to a sum equal to
the Base Rent for Adjustment Purposes, increased by one half the CPI
Adjustment, but in no event shall such Minimum Annual Rent be less than the
Base Rent for Adjustment Purposes for such year.


 


Upon the
commencement of the renewal term, Landlord shall notify Tenant of the Minimum
Annual Rent in effect for such year; in the event of any delay in calculation
because of a delay in publication of the applicable Comparison Index, Tenant
shall pay rent on account based upon the Minimum Annual Rent previously in
effect, to be adjusted when the Comparison Index is published.


 


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46.                               CHANGE
TO CPI INDEX.


 


If the CPI U should
be discontinued at any time during the Term of this Lease, Landlord shall
select a substitute index which most closely approximates the CPI U and which
is reasonably acceptable to Tenant. Upon agreement as to such substitute index,
all references to CPI U shall be deemed to refer thereto.


 


47.                               CERTAIN
COVENANTS REGARDING THE DECLARATION.


 


Unless an uncured event of default shall exist hereunder, Tenant shall
be entitled to exercise all votes in the Association associated with the Real
Estate as Landlord’s agent or proxy. Landlord shall promptly provide copies to
Tenant of all notifications received by Landlord from the Association.


 


48.                               ADDITIONAL
PERMITTED TITLE EXCEPTIONS.


 


(a)                                  Landlord
and Tenant agree that utility easements may hereafter be granted as an
encumbrance on the Real Estate without Tenant’s prior consent thereto provided
(i) that the terms and scope thereof are reasonable given the nature of the
easement and (ii) such utility easement is located underground and does not
materially and adversely affect Tenant’s use of, or current access to, the
Leased Space, or signage locations, or reduce available parking from that
required by municipal code. Except for such easements and amendments to the
Covenants (adopted in accordance with the procedures applicable thereto), no
encumbrances other than the Permitted Title Exceptions shall be granted during
the Term hereof.


 


(b)                                 Landlord
also shall have the right to grant a first mortgage encumbering the Real Estate
and all improvements therein not owned by Tenant which mortgage secures loans
made to Landlord in connection with the development and construction of
improvements now or hereafter a part of the Real Estate, and refinancing of
such loans. Landlord further covenants to Tenant to use commercially reasonable
effort to have such mortgage holder agree that insurance proceeds or casualty
awards shall be applied to restoration of the Real Estate and Building.


 


49.                               SEWER
CAPACITY ALLOCATION.


 


For so long as
the Term of this Lease is effective, Landlord hereby reserves to the Real
Estate a sewage capacity of 7,500 gpd and agrees not to allocate sewage
capacity currently available to the Center pursuant to the Treatment Plant
Expansion Agreement among Landlord, Uwchlan Township and the Uwchlan Township Municipal
Authority dated                         ,
1993 (undated but notarized January 10, 1994) (“Sewer Agreement”) in any manner
which would deprive the Real Estate of a sewage capacity of 7,500 gpd. Tenant
covenants and agrees that during the Term of this Lease, it will not consume
more than an aggregate of 7,500 gpd for the Leased Space.


 


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50.                               LANDLORD’S
LIEN SUBORDINATION.


 


Landlord
agrees that, upon request by Tenant at a time when there exists no Event of
Default under this Lease, nor any event which upon the passage of time, the
issuance of notice or both would be an Event of Default, Landlord will execute
an agreement for the benefit of a bank, savings and loan institution, pension
fund or institutional lender in the business of making commercial loans, making
a loan to Tenant secured by Tenant’s personal property in the Leased Space,
which loan funds Tenant’s Alterations, working capital needs, or inventory or
equipment or other financial needs of the Tenant, subordinating any lien
obtained by Landlord in such personal property, to the lien or security
interest granted to such lender to secure such loan.  Tenant shall pay all costs (including
attorneys’ fees) incurred by Landlord in accommodating Tenant’s request.


 


34





















 


IN WITNESS WHEREOF, the parties
have caused this Lease to be duly executed, in counterparts (it being
understood that each party need not sign the same counterpart, so long as each
party has signed at least one counterpart) the day and year first above
written, intending to be legally bound hereby.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  THE HANKIN GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Robert S.
  Hankin, General Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  ISOLAGEN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


35





















 


LIST OF EXHIBITS


 


	
  A

  	
   

  	
  Plan Showing Leased Space and Building

  	
   

  	
  Section 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  INTENTIONALLY OMITTED

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Rider to Lease or Agreement of Sale
  Regarding Industrial Waste Discharge Within Eagleview Corporate Center

  	
   

  	
  Section 5(b)(iv)(C)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  Rules and Regulations

  	
   

  	
  Section 30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Permitted Title Exceptions

  	
   

  	
  Section 44(a)(i)

  



 


36