Exhibit 10.47


 


LEASE


 


between


 


CROWN
PERRYVILLE, LLC, a Delaware limited liability company


 


as Landlord,


 


and


 


INO
THERAPEUTICS LLC, a Delaware limited liability company


 


as Tenant


 


Dated: July 9, 2008


 


Perryville
III at Perryville Corporate Park


53 Frontage
Road


Portion of
Second (2nd) Floor


Hampton,
New Jersey


 

















 


TABLE OF CONTENTS


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  LEASE OF PREMISES

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  TERM AND POSSESSION

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  RENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  SECURITY DEPOSIT

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  OCCUPANCY AND USE

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  UTILITIES AND OTHER BUILDING SERVICES

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  FIRE OR OTHER CASUALTY; CASUALTY INSURANCE

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  EMINENT DOMAIN

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  LIENS

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  RENTAL, PERSONAL PROPERTY AND OTHER TAXES

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  TRANSFERS BY LANDLORD

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  DEFAULTS AND REMEDIES

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  INTENTIONALLY OMITTED

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
  NOTICE AND PLACE OF PAYMENT

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  18

  	
  ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
  MISCELLANEOUS GENERAL PROVISIONS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibits:

  	
   

  	
   

  	
   

  
	
   

  	
  A

  	
  -

  	
   

  	
  Premises

  	
   

  	
   

  
	
   

  	
  B

  	
  -

  	
   

  	
  Landlord’s Work

  	
   

  	
   

  
	
   

  	
  C

  	
  -

  	
   

  	
  Rules and Regulations

  	
   

  	
   

  
	
   

  	
  D

  	
  -

  	
   

  	
  Estoppel Certificate

  	
   

  	
   

  
	
   

  	
  E

  	
  -

  	
   

  	
  HVAC Standards

  	
   

  	
   

  



 

















 


LEASE


 


THIS LEASE (this “Lease”) is made this 9th day of July, 2008, by and
between CROWN PERRYVILLE, LLC, a
Delaware limited liability company (“Landlord”),
and INO THERAPEUTICS LLC, a
Delaware limited liability company (“Tenant”).


 


ARTICLE 1


 


LEASE OF
PREMISES


 


Section 1.1             Lease of
Premises.  Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord, subject to all of the
terms and conditions hereinafter set forth, office space in the building, which
is commonly known as Perryville III at Perryville Corporate Park
located at 53 Frontage Road, Hampton, New Jersey 08827 (the “Building”) for the term hereinafter
specified. The space in the Building hereby leased to Tenant is set forth in Item A of the Basic Lease Provisions and is
designated on Exhibit A
attached hereto (the “Premises”).


 


Section 1.2             Basic Lease
Provisions.


 


A.            Premises: A portion of the
second (2nd) floor of the
Building more particularly described on Exhibit A, attached hereto.


 


B.            Rentable Area of Premises:
approximately 14,632 rentable square feet in the aggregate without
representation or warranty by Landlord.


 


C.            Building Expense Percentage:
5.226%, based on dividing the Rentable Area of the Premises set forth above by
280,000 rentable square feet, being the approximate rentable area of the
Building.


 


D.            Base Rent:


 


	
  PERIOD

  	
   

  	
  BASE RENT PER

  SQUARE FOOT

  	
   

  	
  ANNUAL

  BASE RENT

  	
   

  	
  MONTHLY

  BASE RENT

  	
   

  
	
  Year 1

  	
   

  	
  $21.00 (based only on
  10,000 rsf)

  	
   

  	
  $

  	
  210,000.00

  	
   

  	
  $

  	
  17,500.00

  	
   

  
	
  Year 2

  	
   

  	
  $21.00

  	
   

  	
  $

  	
  307,272.00

  	
   

  	
  $

  	
  25,606.00

  	
   

  
	
  Year 3

  	
   

  	
  $21.00

  	
   

  	
  $

  	
  307,272.00

  	
   

  	
  $

  	
  25,606.00

  	
   

  



 


E.             Term: Three (3) years.


 


F.             Commencement Date: The
earlier to occur of (i) date of substantial completion of Tenant’s Initial
Alterations (as defined in Section 7.3 herein), or (ii) September 22,
2008.


 


G.            Rent Commencement Date: The Commencement Date.


 

















 


H.            Security Deposit:
$25,606.00.


 


I.              Broker(s): CB Richard
Ellis, Inc. representing Landlord and CresaPartners representing Tenant.


 


J.             Permitted Use: General
office use and for no other purposes.


 


K.            Address for notices and
payments as follows:


 


	
  Landlord

  	
  c/o Crown Properties, Inc.

  
	
   

  	
  8 Fairway Court

  
	
   

  	
  Upper Brookville, New York 11771

  
	
   

  	
   

  
	
  With copies to:

  	
  Platte, Klarsfeld, Levine & Lachtman, LLP

  
	
   

  	
  10 East 40th Street, 46th Floor

  
	
   

  	
  New York, New York 10016

  
	
   

  	
  Attn: David R. Lachtman, Esq.

  
	
   

  	
   

  
	
  With Rental Payments to:

  	
  Crown Properties, Inc.

  
	
   

  	
  8 Fairway Court

  
	
   

  	
  Upper Brookville, New York 11771

  
	
   

  	
   

  
	
  Tenant:

  	
  At the Premises, Attn: Charlene Budinich, Facilities Manager

  
	
   

  	
   

  
	
  With copies to:

  	
  INO Therapeutics LLC

  
	
   

  	
  6 Route 173

  
	
   

  	
  Clinton, NJ 08809

  
	
   

  	
  Attn: William B. Scheinler, Association General Counsel, Commercial
  and Securities

  
	
   

  	
   

  
	
   

  	
  J. J. Broderick, Esq.

  
	
   

  	
  Morgan, Lewis & Bockius, LLP 

  
	
   

  	
  1701 Market Street

  
	
   

  	
  Philadelphia, PA 19103

  



 


ARTICLE 2


 


TERM AND
POSSESSION


 


Section 2.1             Term. The term of this Lease shall be the period of time
specified in Item E of the Basic
Lease Provisions (“Original Term”) and
shall commence on the earlier to occur of (i) the Commencement Date; or
(ii) the date Tenant takes possession or commences use of the Premises for
the Permitted Use and not for the purposes specified below in Section 2.2.


 


3

















 


The date of commencement as defined above, hereinafter called the “Commencement Date,” and the “Expiration Date” shall be confirmed by
Tenant as provided in Section 2.5. As used in this Lease, “Lease Term” shall include the Original
Term and any renewal thereof.


 


Section 2.2             Tenant’s
Entry Into the Premises. Subject to the
terms hereof and provided that Tenant and its agents do not unreasonably
interfere with Landlord’s Work (as defined in Exhibit B annexed hereto and made a part hereof),
Tenant shall have access to the Premises following execution of this Lease for
the purpose of Tenant installing telephone and network equipment and cabling
and performing Tenant’s Initial Alterations. In connection with any such entry,
Tenant acknowledges and agrees that Tenant’s employees, agents, contractors,
consultants, workmen, mechanics, suppliers and invitees shall fully cooperate,
work in harmony and not, in any manner, interfere with Landlord or Landlord’s
contractor in performing Landlord’s Work. If at any time any such person
representing Tenant shall not be cooperative or shall otherwise cause or
threaten to cause any such disharmony or interference, including, without
limitation, labor disharmony, and Tenant fails to immediately institute and
maintain corrective actions as reasonably directed by Landlord, then Landlord
may revoke Tenant’s entry rights upon twenty-four (24) hours’ prior written notice
to Tenant. Tenant acknowledges and agrees that any such entry into and
occupancy of the Premises or any portion thereof by Tenant or any person or
entity working for or on behalf of Tenant shall be deemed to be subject to all
of the terms, covenants, conditions and provisions of the Lease, excluding only
the covenant to pay Rent (until the occurrence of the Rent Commencement Date).
Tenant further acknowledges and agrees that Landlord shall not be liable for
any injury, loss or damage which may occur to any of Tenant’s work made in or
about the Premises in connection with such entry or to any property placed
therein prior to the Commencement Date, the same being at Tenant’s sole risk
and liability, unless due such injury, loss or damage is due to Landlord’s
gross negligence or willful misconduct. Tenant shall be liable to Landlord for
any damage to any portion of the Premises, including the Landlord’s Work,
caused by Tenant or any of Tenant’s employees, agents, contractors,
consultants, workmen, mechanics, suppliers and invitees. In the event that the
performance of Tenant’s work in connection with such entry causes extra costs
to be incurred by Landlord or requires the use of any Building services, Tenant
shall promptly reimburse Landlord for such extra costs and/or shall pay
Landlord for such Building services at Landlord’s standard rates then in
effect. In addition, Tenant shall hold Landlord harmless from and indemnify,
protect and defend Landlord against any loss or damage to the Premises or
Building and against injury to any persons caused by Tenant’s actions pursuant
to this Section 2.2.


 


Section 2.3             Possession. Except for Landlord’s Work, and except as otherwise specifically
provided in this Lease, Landlord is leasing the Premises to Tenant “as is”
without representation or warranty. However, failure of Landlord to deliver
possession of the Premises on the Commencement Date will not subject Landlord
to any liability or otherwise affect the validity of this Lease for the
obligations of Tenant hereunder.


 


Section 2.4             Intentionally
Omitted.


 


Section 2.5             Tenant’s
Acceptance of the Premises. Upon delivery
of possession of the Premises to Tenant and following completion of Tenant’s
Initial Alterations, (a) Landlord and Tenant shall execute a “punch list”
identifying such portions of the Landlord’s


 


4

















 


Work which remain uncompleted and delivery of
possession of the Premises to Tenant, and (b) Tenant shall execute a
letter of understanding acknowledging (i) the Commencement Date and
Expiration Date of this Lease, and (ii) that Tenant has accepted the
Premises for occupancy for the Permitted Use and the condition of the Premises,
including the tenant finish improvements constructed therein as part of Landlord’s
Work (other than the items identified for the punch list), was at that time
satisfactory and in conformity with the provisions of this Lease in all
respects. Landlord shall promptly thereafter correct all such punch list items
within thirty (30) days. If Tenant takes possession of and occupies the
Premises for the Permitted Use and not for the purposes described in
Section 2.2 above, Tenant shall be deemed to have accepted the Premises in
the manner described in this Section 2.5, even though the punch list and
the letter of understanding provided for herein may not have been executed by
Tenant.


 


Section 2.6             Surrender of the Premises. Upon the
expiration or earlier termination of this Lease, or upon the exercise by
Landlord of its right to re-enter the Premises without terminating this Lease,
Tenant shall immediately surrender the Premises to Landlord, together with all
alterations, improvements and other property as provided elsewhere herein
except as otherwise provided for herein, in broom-clean condition and in good
order, condition and repair, except for ordinary wear and tear and damage which
Tenant is not obligated to repair, failing which Landlord may restore the
Premises to such condition at Tenant’s expense. Upon such expiration or
termination, Tenant shall have the right to remove its personal property (as
described in Article 7), and shall, provided Landlord notified Tenant at
the time Landlord consented to the installation of the applicable alteration
that such alteration(s) would need to be removed prior to the expiration
or sooner termination, remove all alterations made to the Premises by or on
behalf of Tenant (including, without limitation, the work provided for in
Tenant’s Initial Alterations, provided Landlord notifies Tenant of the required
removal of the applicable portion of Tenant’s Initial Alterations in the letter
of understanding described in 2.5 above or if Tenant performs other
Alterations, as defined herein, during the Term). Any property remaining in the
Premises after the expiration or termination of this Lease shall be deemed
abandoned and Landlord shall have the right to remove and dispose of such
property at Tenant’s sole cost and expense. Tenant shall, at its expense,
promptly repair any damage caused by any such removal, and shall restore the
Premises to the condition existing prior to the installation of the items so
removed, ordinary wear and tear and other damage Tenant is not obligated to
repair excepted.


 


Section 2.7             Holding Over. If Tenant,
without the prior written consent of the Landlord, holds over and remains in
possession of the Premises or any part thereof after the expiration or earlier
termination of this Lease or Tenant’s right to possession hereunder, Tenant
shall be deemed to hold the Premises as a tenant at sufferance, subject to all
of the terms, conditions and covenants of this Lease (which shall be applicable
during the holdover period), except that the monthly Base Rent payable during
such holdover period shall be an amount equal to the greater of (a) 1.5 times
the monthly installments of Base Rent payable at the time of such expiration or
earlier termination, or (b) 1.5 times the then prevailing rate for space
of similar size and quality in the Building as determined by Landlord in its
reasonable discretion. Notwithstanding the foregoing provision, no holding over
by Tenant shall operate to extend this Lease, and Tenant shall be liable for
all damages to Landlord, both direct and consequential, attributable to such
holding over. The provisions of this paragraph do not waive Landlord’s right


 


5

















 


of re-entry or right to regain possession by actions
at law or in equity or by any other rights hereunder.


 


ARTICLE 3


 


RENT


 


Section 3.1             Base Rent. Tenant shall
pay to Landlord as Base Rent for the Premises the amounts specified in Item D of the Basic Lease Provisions, which
Base Rent shall be payable in monthly installments as specified, in advance,
without deduction or offset except as otherwise provided for herein, on or before
the first day of each and every calendar month during the Lease Term; provided,
however, that if the Commencement Date shall be a day other than the first day
of a calendar month or the Expiration Date shall be a day other than the last
day of a calendar month, the Base Rent for such first or last fractional month
shall be prorated on the basis of the number of days during the month this
Lease was in effect in relation to the total number of days in such month.
Tenant shall pay to Landlord the first monthly installment of Base Rent upon
Tenant’s execution of this Lease.


 


Section 3.2             Annual
Rental Adjustment.


 


A.            Definitions. For purposes of this Section 3.2, the following definitions shall
apply:


 


1.             “Annual
Rental Adjustment” shall mean an amount for each calendar year
subsequent to the Base Year equal to Tenant’s Building Expense Percentage
multiplied by the difference between (a) the amount of Operating Expenses
for such calendar year and (b) the amount of Operating Expenses for the
Base Year. In no event shall the Annual Rental Adjustment for any year during
the term hereof be less than zero.


 


2.             “Operating
Expenses”


 


(1) shall mean the
amount of all of Landlord’s direct costs and expenses paid or incurred in
owning, managing, operating and maintaining the Building (including without
limitation the Common Areas as defined in Section 19.3) for a particular
calendar year as determined by Landlord in accordance with generally accepted
accounting principles, consistently applied, including all additional direct
costs and expenses of ownership, management, operation and maintenance of the
Building which Landlord reasonably determines that it would have paid or
incurred during such year if the Building had been ninety-five (95%) percent
occupied, including by way of illustration and not limitation: all general real
estate taxes and all special assessments levied against the Building
(hereinafter called “real estate taxes”),


 


6

















 


other than penalties for
late payment; costs and expenses of contesting the validity or amount of real
estate taxes, including, without limitation, reasonable attorneys’ fees;
insurance premiums, water, sewer, electrical and other utility charges other
than the separately billed electrical and other charges paid by Tenant as
provided in this Lease; service and other charges incurred in the operation and
maintenance of the elevators and the heating, ventilation and air-conditioning
system; tools and supplies; repair costs; landscape maintenance costs; security
services; license, permit and inspection fees; management fees not to exceed 4%
of gross rents derived from the building for the applicable year; wages and
related employee benefits payable for the maintenance and operation of the
Building; amortization over such period as Landlord shall reasonably determine
of capital improvements made to the Building with the intention of reducing
Operating Expenses or future increases in Operating Expenses to the extent such
capital improvements actually reduce Operating Expenses or future increases in
Operating Expenses, together with interest at the rate of twelve percent (12%)
per annum on the unamortized balance thereof; and in general all other costs
and expenses which would, under generally accepted accounting principles, be
regarded as operating and maintenance costs and expenses, including those which
would normally be amortized over a period not to exceed five (5) years,
excluding from Operating Expenses all other costs and expenses which would, under
generally accepted accounting principles, not be regarded as operating and
maintenance costs and expenses. There shall also be included in Operating
Expenses the cost or portion thereof reasonably allocable to the Building,
amortized over such period as Landlord shall reasonably determine, together
with interest at the rate of twelve percent (12%) per annum on the unamortized
balance, of any capital improvements made to the Building by Landlord after the
date of this Lease which are required under any governmental law or regulation
that was not applicable to the Building at the time it was constructed.


 


(2) Notwithstanding
Section 3.2(A)(2)(l) above, “Operating Expenses shall not include:
any leasing commissions, attorneys’ fees, costs, disbursements and other
expenses incurred by Landlord or its agents in connection with negotiations for
leases with tenants, other occupants or prospective tenants or other occupants
of the Building, and similar costs incurred in connection with disputes with
and/or enforcement of any leases with tenants, other occupants, or prospective
tenants or other occupants of the Building; expenses that relate to preparation
of rental space for a


 


7

















 


tenant including but not
limited to “tenant allowances”, “tenant concessions”, workletters, and other
costs or expenses (including permit, license and inspection fees) incurred in
completing, fixturing, furnishing, renovating or otherwise improving,
decorating or redecorating space for tenants or other occupants of the
Building, or vacant, leaseable space in the Building, including space
planning/interior architecture fees for same; costs of repairs to the extent
reimbursed by payment of insurance proceeds received by Landlord or costs of repairs,
replacements or other work occasioned by fire, windstorm or other casualty, or
the exercise by governmental authorities of the right of eminent domain;
principal, finance charges or interest upon loans to Landlord or secured by a
mortgage or deed of trust covering the Building or a portion thereof or rental
payments (or increases in same) under any ground or underlying lease or leases
covering the Building or a portion thereof; salaries of executive officers of
Landlord; cleaning and other janitorial services at least five (5) nights
a week, which shall be included as a service to Tenant at no additional charge
to Tenant; income, franchise, capital stock, estate or inheritance taxes, or
taxes that are the personal obligation of Landlord or of another tenant of the
Building; costs in connection with services (including electricity), items or
other benefits of a type which are not standard for the Building and which are
not available to Tenant without specific charge therefor, but which are
provided to another tenant or occupant of the Building, whether or not such
other tenant or occupant is specifically charged therefor by Landlord;
services, items and benefits for which Tenant or any other tenant or occupant
of the Building specifically reimburses Landlord or for which Tenant or any
other tenant or occupant of the Building pays third persons; costs or expenses
(including fines, penalties and legal fees) incurred due to the violation by
Landlord, its employees, agents and/or contractors of any terms and conditions
of this Lease or of the leases of other tenants in the Building, and/or of any
valid, applicable laws, rules, regulations and codes of any federal, state,
county, municipal or other governmental authority having jurisdiction over the
Building that would not have incurred but for such violation by Landlord, its
employees agents and/or contractors, it being intended that each party shall be
responsible for the costs resulting from its own violation of such leases and
laws, rules, regulations and codes as same shall pertain to the Building; costs
directly resulting from the negligence or willful misconduct of Landlord, its
employees, agents and/or contractors; payments in respect of overhead and/or
profit to any subsidiary or affiliate of Landlord, or to any other party, as a
result of a non-competitive selection process for


 


8

















 


services (other than the
management fee referenced in Section 3.2(A)(2)(1) above) on or to the
Building, or for goods, supplies or other materials, to the extent that the
costs of such services, goods, supplies and/or materials exceed the costs that
would have been paid had the services, goods, supplies or materials been
provided by parties unaffiliated with Landlord, or by third parties, of similar
skill, competence and experience, on a competitive basis; real estate taxes
allocable to the leasehold improvements of other tenants or occupants in the
Building; compensation paid to clerks, attendants or other persons in
commercial concessions (such as a snack bar, restaurant or newsstand), if any,
operated by Landlord or any subsidiary or affiliate of Landlord at the
Building; costs or expenses for sculpture, paintings or other works of art,
including costs incurred with respect to the purchase, ownership, leasing,
showing, promotion, securing, repair and/or maintenance of same; contributions
to operating expense reserves; premiums and other charges with respect to
rental loss insurance; contributions to charitable organizations; rental and
any other expenses, including wages, salaries and benefits, and adjustments
thereto, for Landlord’s on-site management and/or leasing offices; costs or
fees relating to the defense of Landlord’s title to or interest in the
Property, or any part thereof.


 


3.             “Building
Expense Percentage” shall mean the percentage specified in Item C of the Basic Lease Provisions.


 


4.             “Base
Year” shall mean calendar year 2008.


 


B.            Payment
Obligation. In addition to the Base Rent specified in this
Lease, Tenant shall pay to Landlord as additional rent for the Premises, in
each calendar year or partial calendar year, during the term of this Lease, an
amount equal to the Annual Rental Adjustment for such calendar year.


 


1.             Payment of Estimated Annual Rental Adjustment. The Annual Rental Adjustment shall be estimated
annually by Landlord, and written notice thereof shall be given to Tenant.
Tenant shall pay to Landlord each month, at the same time the Base Rent is due,
an amount equal to one-twelfth (1/12) of the estimated Annual Rental
Adjustment.


 


2.             Increases
in Estimated Annual Rental Adjustment. If Landlord’s
estimate of Operating Expenses increases during a calendar year, Landlord may
increase the estimated Annual Rental Adjustment during such year by giving
Tenant written notice to that effect, and thereafter Tenant shall pay to
Landlord, in each of the remaining months of such year, an amount equal to the
amount of such increase in the estimated Annual Rental Adjustment divided by
the number of months remaining in such year.


 


9














 


3.             Adjustment to Actual Annual Rental Adjustment.
On or about March 31st of the following calendar year, Landlord shall
prepare and deliver to Tenant a statement showing the actual Annual Rental
Adjustment for the preceding calendar year. Within thirty (30) days after
receipt of the aforementioned statement, Tenant shall pay to Landlord, or
Landlord shall credit against the next rent payment or payments due from Tenant
(or pay to Tenant if the Term has expired), as the case may be, the difference
between the actual Annual Rental Adjustment for such calendar year and the
estimated amount paid by Tenant during such year. If this Lease shall commence,
expire or be terminated on any date other than the last day of a calendar year,
then the Annual Rental Adjustment for such partial calendar year shall be
prorated on the basis of the number of days during the year this Lease was in
effect in relation to the total number of days in such year. The obligations of
Landlord and Tenant under this Section 3.2 B.3 shall survive the
expiration or sooner termination of this Lease.


 


4.             Tenant Verification. Tenant or its
accountants shall have the right to inspect, at reasonable times and in a
reasonable manner, during the ninety (90) day period following the delivery of
Landlord’s statement of the actual amount of the Annual Rental Adjustment, such
of Landlord’s books of account and records as pertain to and contain
information concerning such costs and expenses in order to verify the amounts
thereof, provided that in no event shall Tenant be entitled to retain in
connection with its inspection of Landlord’s books of account and records any
person or firm reviewing such books of accounts and records on a contingency
basis, and provided further that Landlord, at Landlord’s sole discretion, may
provide an audit prepared by an independent certified public accountant
reasonably acceptable to Tenant, in lieu of allowing Tenant to inspect Landlord’s
books of account and records. Tenant agrees that any information obtained
during its inspection of Landlord’s books of account and records and any audit
of such records delivered by Landlord to Tenant shall be kept in strict
confidence by Tenant and its agents and employees and shall not be disclosed to
any other parties. Unless Tenant shall take written exception of any item and
any such statement within such ninety (90) day period, such statement shall
considered final and accepted by Tenant. If Tenant takes written exception of
any item within any statement within such ninety (90) day period, the parties
shall endeavor to agree promptly and reasonably upon any appropriate adjustment
to the Annual Rental Adjustment taking into account Tenant’s findings. If, as
of sixty (60) days after Tenant has submitted its findings to Landlord, the
parties have not agreed on the appropriate adjustment to the Annual Rental
Adjustment, then the parties shall engage a mutually agreeable independent
third party accountant with at least ten (10) years’ experience in
commercial real estate accounting in the Hampton, New Jersey area (the “Accountant”).
If the parties cannot agree on the Accountant, each shall within ten
(10) days after such impasse appoint an Accountant and, within ten
(10) days after the appointment of both such Accountants, those two
Accountants shall select a third. If either party fails to timely appoint an
Accountant, then the Accountant the other party appoints shall be the sole
Accountant. Within ten (10) days after appointment of


 


10

















 


the
Accountant(s), Landlord and Tenant shall each simultaneously give the
Accountants (with a copy to the other party) its determination of the
applicable Annual Rental Adjustment, with such supporting data or information
as each submitting party determines appropriate. Within ten (10) days
after such submissions, the Accountants shall by majority vote select either
Landlord’s or Tenant’s determination of the Annual Rental Adjustment. The
determination of the Accountant (s) shall bind the parties. If the parties
agree or the Accountant (s) determine that the Annual Rental Adjustment
actually paid by Tenant for the calendar year in question exceeded Tenant’s
obligations for such calendar year, then Landlord shall, at Tenant’s option,
either (a) credit the excess to the next succeeding installments of
estimated Additional Rent or (b) pay the excess to Tenant within thirty
(30) days after delivery of such results provided that, if the Lease
term has expired, Landlord shall pay the excess to Tenant within thirty (30)
days. If the parties agree or the Accountant (s) determine that Tenant’s
payments of the Annual Rental Adjustment for such calendar year were less than
Tenant’s actual obligation for the calendar year, then Tenant shall pay the
deficiency to Landlord within thirty (30) days after delivery of such results.
Each party shall pay the costs of its own hired Accountant and will split
evenly the cost of the third Accountant, if applicable. Additionally, if the parties
agree or the Accountant(s) determine that the Annual Rental Adjustment
actually paid for the calendar year in question exceeded Tenant’s obligations
for such calendar year by more than 5%, then Landlord shall reimburse Tenant
for the reasonable third party out-of- pocket expenses incurred by Tenant in
connection with such audit.


 


Section 3.3            Electric Inclusion.


 


A.            During the Original
Term Tenant shall pay to Landlord, as Additional Rent, electric charges (the “Electrical Inclusion Amount”) on account of Tenant’s consumption
of electrical energy in the Premises in the sum of $21,948.00 per annum payable
in equal monthly installments of $1,829.00 (equivalent to $1.50 per rentable
square foot). The Electrical Inclusion Amount does not include charges for
overtime heating, ventilation and air-conditioning. Tenant will, except for the
purpose of office cleaning and its off-hours and overnight customer call
center, use electrical energy only during normal weekday operating hours of the
Building. Accordingly, if from time to time Tenant makes material use of
electricity during hours other than as permitted above, or if from time to time
Tenant after completion of its initial installation adds or changes any
machinery, appliances or equipment which materially increases the aggregate
electrical load in the Premises, the Electrical Inclusion Amount shall from
time to time be equitably adjusted to reflect the resulting increase in such
use. In addition, Landlord shall have the right to conduct a periodic survey of
Tenant’s actual electrical usage and increase the Electrical Inclusion Amount
if the survey indicates the Tenant’s usage of electricity exceeds the cost of
$1.50 per rentable square feet of the Premises. Landlord shall furnish a
statement of Landlord’s determination as to the amount of the adjustment, and
the same shall become binding upon the parties unless, within thirty (30) days,
Tenant notifies Landlord that it disputes the amount of such adjustment, in
which event the parties shall in good faith make reasonable attempts to come to
agreement, and, if


 


11

















 


Landlord and Tenant cannot agree thereon, the
amount of such adjustment shall be determined, based on standard practices, by
an independent electrical consultant selected by Landlord and reasonably approved
by Tenant. Tenant shall permit said consultant to have access to the Premises
and Tenant’s electrical facilities for the foregoing purpose at all reasonable
times. The fee of such consultant shall be paid by Tenant unless such
consultant finds that Tenant’s use does not justify an increase in Additional
Rent, in which case the fee shall be paid by Landlord. When the amount of such
adjustment is so determined, if any, Landlord and Tenant shall execute a
supplementary agreement to reflect such adjustment, which shall be effective
from the date of the increase of such usage as determined by such electrical
consultant and shall be made retroactively if necessary. Any adjustment shall
be effective even if such supplementary agreement (in form reasonably approved
by Tenant) is not executed and delivered. Pending the determination of the
adjustment, Tenant shall pay to Landlord the amount of such adjustment as
specified in Landlord’s statement. Thereafter, if it is determined that Tenant
has overpaid, Tenant shall receive a credit against Additional Rent in the
amount of the overpayment, said credit to be applied against the next accruing
installment(s) of Additional Rent.


 


B.            Landlord reserves the
right to discontinue furnishing electric energy to the Premises at any time
upon not less than ninety (90) days notice to Tenant in which event Tenant
shall arrange to obtain electric service directly from the utility providing
electric service to the Building. If Landlord exercises such right of
termination, this Lease shall continue in full force and effect and shall be
unaffected thereby, except only that, from and after the effective date of such
discontinuance, Landlord shall not be obligated to furnish electric energy to
Tenant, and the Additional Rent payable under this Lease shall be reduced by
the Electrical Inclusion Amount then in effect. If Landlord voluntarily
discontinues, or is required by Applicable Laws to discontinue, furnishing
electric energy to Tenant, Landlord shall, prior to the effective date of such
discontinuance, at Landlord’s expense, make such changes in panel boards,
feeders, risers, wiring and other conductors and equipment to the extent
required to permit Tenant to obtain electric energy directly from the public
utility company.


 


C.            If any tax is imposed
upon Landlord with respect to electrical energy furnished as a service to
Tenant by any government authority, Tenant agrees that, where permitted by law
or applicable regulations, Tenant’s pro rata share of such taxes shall be
reimbursed by Tenant to Landlord within thirty (30) days of request thereof.


 


D.            Except as otherwise
provided for herein, Landlord shall not in any way be liable or responsible to
Tenant for any loss or damage or expense which Tenant may sustain or incur if
either the quantity or character of electric service is changed or is no longer
available or suitable for Tenant’s requirements. Tenant’s use of electric
current in the Premises shall not at any time exceed the capacity of any of the
electrical conductors and facilities in or otherwise serving the Premises. In
order to insure that such capacity is not exceeded and to avert any possible
adverse effect upon the building’s electric service, Tenant shall not, without
Landlord’s prior written consent in each instance, connect any fixtures,
appliances or equipment (other than a reasonable number of table or floor
lamps,


 


12

















 


typewriters, word processors, small
computers, photocopy machines and similar small office machines using comparable
electric current) to the Building’s electric distribution system nor make any
alteration or addition to the electric system of the Premises. Should Landlord
grant such consent, all additional risers or other equipment required therefor
shall be provided by Landlord upon notice to Tenant, and all costs and expenses
in connection therewith, including, without limitation, those for filing and
supervision, shall be paid by Tenant. As a condition to granting such consent,
Landlord may require Tenant to agree to an increase in the Additional Rent by
an amount which will reflect the value to Tenant of the additional service to
be furnished by Landlord, to wit: the potential additional electrical current
to be made available to Tenant based upon the estimated initial total capacity
of such additional risers or other equipment. If Landlord and Tenant cannot
agree on the amount of such Additional Rent increase, the same shall be
determined by a reputable electrical consultant, to be selected by Landlord, and
reasonably approved by Tenant, and paid by Tenant. The parties shall then
execute an agreement prepared by Landlord amending this Lease and setting forth
the new Additional Rent resulting from such increase and confirming the
effective date thereof, but such increase shall be effective from such date
even if such agreement is not executed.


 


Section 3.4            Late Charges. In the event Tenant fails
to pay within five (5) days after the same is due and payable any
installment of Base Rent or any other sum or charge required to be paid by
Tenant to Landlord under this Lease, such unpaid amount shall bear interest
from the due date thereof to the date of payment at the annual rate of five
percentage points above the rate then most recently announced by Citibank, N.A.,
or its successor, as its corporate base lending rate, as such corporate base
lending rate may change from time to time during the term of this Lease, or the
highest rate permitted under applicable law, whichever is less, until paid. The
payment of such interest shall not excuse or cure any default of Tenant under
this Lease.


 


Section 3.5            Additional Rent. All sums due from
Tenant to Landlord hereunder, whether denominated as Base Rent, Annual
Adjustment Rental, Electrical Inclusion Amount or otherwise, shall be deemed “rent”
under this Lease. The payment of rent hereunder is independent of each and
every covenant and agreement contained in this Lease, and except as otherwise
provided for herein, rent shall be paid without set-off, abatement,
counterclaim or deduction whatsoever.


 


ARTICLE 4


 


SECURITY
DEPOSIT


 


The sum set forth in subparagraph H of
Section 1.2 hereinabove shall be held by Landlord as a security deposit
during the term of this Lease in an interest bearing account of Landlord’s
choosing. If Tenant performs and observes all of the terms, conditions and
covenants of this Lease which are required to be performed and observed by it,
Landlord shall return the security deposit, or balance thereof then held by
Landlord, without interest, to Tenant within


 


13

















 


sixty (60) days after the expiration of this
Lease or after Tenant surrenders possession of the Premises, whichever is
later. In the event of a default by Tenant in the payment of rent or the
performance or observance of any of the other terms, conditions, or covenants
of this Lease, then Landlord may, at its option and without notice, apply all
or any part of the security deposit in payment of such rent or to cure any
other such default; and if Landlord does so, Tenant shall, within ten
(10) days after Landlord’s demand therefor, deposit with Landlord the
amount so applied so that Landlord will have on hand at all times during the
term of this Lease the full amount of the security deposit. Landlord shall not
be required to hold the security deposit as a separate account, but may
commingle it with Landlord’s other funds. At the expiration or sooner
termination of this Lease, the interest gained on the security deposit during
the Term shall be returned to Tenant with the security deposit.


 


In the event of a sale of the Building,
Landlord shall have the right to transfer the security deposit to its
purchaser, and Landlord shall thereupon be released by Tenant from all
responsibility for the return of such deposit; and Tenant agrees to look solely
to the new purchaser for the return of such deposit, provided Tenant has
received evidence of receipt of such security deposit from purchaser. In the
event of an assignment of this Lease by Tenant, the security deposit shall be
deemed to be held by Landlord as a deposit made by the assignee, and Landlord
shall have no further responsibility for the return of such deposit to the
assignor.


 


ARTICLE 5


 


OCCUPANCY
AND USE


 


Section 5.1            Occupancy. Tenant shall use and occupy
the Premises for the purposes set forth in Item
J of the Basic Lease Provisions and shall not use the Premises for
any other purpose whatsoever.


 


Section 5.2            Covenants of Tenant Regarding Use. In
connection with its use of the Premises, Tenant agrees to do the following:


 


A.            Tenant shall (i) use
and maintain the Premises and conduct its business thereon in a safe, careful,
reputable and lawful manner, (ii) comply with all laws, rules,
regulations, orders, ordinances, directions and requirements of any governmental
authority or agency having jurisdiction over the Building (“Applicable
Laws”), triggered by a change in the use or occupation of, or
any improvement or alteration to, the Premises, (iii) comply with and obey
all reasonable directions of the Landlord, including the Building’s
Rules and Regulations attached hereto as Exhibit C and as may be modified from time to time by
Landlord on reasonable notice to Tenant, and (iv) shall not do or permit
anything to be done in or about the Premises which will in any way unreasonably
obstruct or interfere with the rights of other tenants or occupants of the
Building or injure them. Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any of the
Building Rules and Regulations.


 


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B.            Tenant shall not
overload the floors of the Premises beyond their designed weight-bearing
capacity. Landlord reserves the right to direct the positioning of all heavy
equipment, furniture and fixtures which Tenant desires to place in the Premises
so as to distribute properly the weight thereof, and to require the removal of
any equipment or furniture which exceeds the weight limit specified herein.


 


C.            Tenant shall not use
the Premises, or allow the Premises to be used, for any purpose or in any
manner which would, in Landlord’s opinion, invalidate any policy of insurance
now or hereafter carried on the Building or increase the rate of premiums
payable on any such insurance policy. Should Tenant fail to comply with this
covenant, Landlord may, at its option, require Tenant to stop engaging in such
activity or to reimburse Landlord as Additional Rent for any increase in
premiums charged on the insurance carried by Landlord on the Premises and
attributable to the use being made of the Premises by Tenant, provided Landlord
provides reasonable documentation to Tenant evidencing Tenant as the cause of
such premium increase and such cause is not associated with the Permitted Use.


 


D.            Tenant shall not
inscribe, paint, affix or display any signs, advertisements or notices on the
Building, except for such tenant identification information to be included or
shown on the directory board in the main lobby, on or adjacent to the access
door or doors to the Premises, and on the monument sign in the front of the
Building, but in any event the size and design of such signage shall be subject
to Landlord’s prior consent, not be unreasonably withheld.


 


Section 5.3            Landlord’s Rights Regarding Use. In
addition to the rights specified elsewhere in this Lease, Landlord shall have
the following rights regarding
the use of the Premises or the Common Areas by Tenant, its employees, agents,
customers and invitees, each of which may be exercised without notice or
liability to Tenant:


 


A.            Landlord may install
such signs, advertisements or notices or tenant identification information on
the directory board or tenant access doors as it shall deem necessary or
proper.


 


B.            Landlord shall approve
or disapprove, prior to installation, all types of drapes, shades and other
window coverings used in the Premises, and may control all internal lighting
that may be visible from outside the Premises.


 


C.            Landlord shall approve
or disapprove all sign painting and lettering, towels, vending machines or
toilet supplies used or consumed on the Premises and the Building, including
the suppliers thereof.


 


D.            Landlord may grant to
any person the exclusive right to conduct any business or render any service in
the Building, provided that such exclusive right shall not operate to limit
Tenant from using the Premises for the use permitted in Item J of the Basic Lease Provisions.


 


15

















 


E.            If with fewer than
sixty (60) days left on the term of this Lease Tenant has vacated the Premises,
Landlord may take possession of the Premises for the purpose of redecorating
them for occupancy by another tenant without such reentry being deemed to be an
eviction of Tenant or a termination of the term of this Lease.


 


F.             Landlord may control
the Common Areas in such manner as it deems necessary or proper, including
without limitation, requiring all persons entering or leaving the Building to
identify themselves and their business in the Building to a security guard;
excluding or expelling any peddler, solicitor or loud or unruly person from the
Building; and closing or limiting access to the Building or any part thereof,
including entrances, corridors, doors and elevators, during times of emergency,
repairs or after regular business hours, provided such restricted access after
regular business hours does not unreasonably restrict Tenant’s employees from
accessing the Premises for the conduct of Tenant’s business therein.


 


Section 5.4.           Access to and Inspection of the Premises. Landlord,
its employees and agents and any mortgagee of the Building shall have the right
to enter any part of the Premises at reasonable times upon at least twenty-four
hours prior notice to Tenant, which notice may be oral, except in the event of
an emergency, for the purposes of examining or inspecting the same, showing the
same to prospective purchasers, mortgagees or tenants and making such repairs,
alterations or improvements to the Premises or the Building as Landlord may
deem necessary or desirable. If representatives of Tenant shall not be present
to open and permit such entry into the Premises at any time when such entry is
necessary or permitted hereunder, Landlord and its employees and agents may
enter the Premises by means of a master or pass key or otherwise. Landlord
shall incur no liability to Tenant for such entry, nor shall such entry
constitute an eviction of Tenant or a termination of this Lease, or entitle
Tenant to any abatement of rent therefor.


 


ARTICLE 6


 


UTILITIES
AND OTHER BUILDING SERVICES


 


Section 6.1            Services to be Provided. Provided
Tenant is not in default, Landlord shall furnish to Tenant, except as noted
below, the following utilities and other building services to the extent
reasonably necessary for Tenant’s comfortable use and occupancy of the Premises
for general office use or as may be required by law or directed by governmental
authority:


 


A.            Heating, ventilation
and air-conditioning (“HVAC”) between the hours of 8:00 a.m. and 6:00 p.m.
Monday through Friday and 8:00 a.m. to 1:00 p.m. on Saturday of each week
except on legal holidays, for typical office use consistent with the standards
set forth on Exhibit E. Landlord shall also furnish HVAC at such
other times as are not provided for above on not less than twenty-four (24)
hours notice of Tenant’s need for such additional HVAC, provided Tenant pays to
Landlord its regular charges for such additional HVAC. Such charges shall be
deemed Additional Rent under this Lease. Tenant may also elect, in its sole
discretion and at Tenant’s sole cost and expense, to


 


16

















 


install supplementary HVAC equipment and a
sub-meter in the Premises at any time and from time to time during the Term
following written notice to Landlord. If Tenant elects to install any such
equipment, Tenant shall be permitted access to the roof for said installation,
which access and installation will be governed by the terms of Article 7
of this Lease.


 


B.            Electric current which
shall be paid for by Tenant to Landlord as set forth in Section 3.3 above.
At all times Tenant’s use of electric current shall never exceed the capacity
of the feeders to the Building or the risers or wiring installation;


 


C.            Water in the Common
Areas for lavatory and drinking purposes;


 


D.            Automatic elevator
service;


 


E.            Cleaning and
janitorial service, including the supplying and installing of paper towels,
toilet tissue and soap in the Common Areas on Monday through Friday of each
week except legal holidays; provided, however, Tenant shall be responsible for
carpet cleaning other than routine vacuuming;


 


F.             Washing of windows at
intervals reasonably established by Landlord;


 


G.            Replacement of all
lamps, bulbs, starters and ballasts in Building standard lighting as required
from time to time as a result of normal usage;


 


H.            Cleaning and
maintenance of the Common Areas, including the removal of rubbish and snow; and


 


I.             Repair and
maintenance to the extent specified elsewhere in this Lease.


 


Section 6.2            Additional Services. Except as
otherwise provided for herein, if Tenant requests any other utilities or
building services in addition to those identified above or any of the above
utilities or building services in frequency, scope, quality or quantity greater
than those which Landlord determines are normally required by other tenants in
the Building for general office use, then Landlord shall use reasonable efforts
to attempt to furnish Tenant with such additional utilities or building
services. In the event Landlord is able to and does furnish such additional
utilities or building services, the costs thereof shall be borne by Tenant, who
shall reimburse Landlord monthly for the same as Additional Rent at the same
time monthly installments of Base Rent and other Additional Rent is due.


 


If any lights, machines or equipment
(including but not limited to computers) used by Tenant in the Premises
materially affect the temperature otherwise maintained by the Building’s
air-conditioning system or generate substantially more heat in the Premises
than that which would normally be generated by the lights and business machines
typically used by other tenants in the Building or by tenants in comparable
office buildings, then Landlord shall have the right to install any machinery
or equipment which Landlord considers reasonably necessary in order to restore
the temperature balance between the Premises and the rest of the Building,
including equipment which modifies the Building’s air-conditioning system. All
reasonable


 


17

















 


costs expended by Landlord to install any
such machinery and equipment and any additional costs of operation and
maintenance occasioned thereby shall be borne by Tenant, who shall reimburse
Landlord for the same as provided in this Section 6.2.


 


Tenant shall not install or connect any
electrical equipment other than the business machines and equipment typically
used for general office purposes by tenants in office buildings comparable to
the Building (a computer not being an example of such a typical business
machine with the exception of personal computers and word processors) without
Landlord’s prior written consent. If Landlord determines that the electricity
used by the equipment to be so installed or connected exceeds the designed load
capacity of the Building’s electrical system or is in any way incompatible
therewith, then Landlord shall have the right, as a condition to granting its
consent, to make such modifications to the electrical system or other parts of
the Building or Premises, or to require Tenant to make such modifications to
the equipment to be installed or connected, as Landlord considers to be
reasonably necessary before such equipment may be so installed or connected.
The cost of any such modifications shall be borne by Tenant, who shall
reimburse Landlord for the same (or any portion thereof paid by Landlord) as
provided in this Section 6.2.


 


Section 6.3            Interruption of Services. Tenant understands, acknowledges
and agrees that any one or more of the utilities or other building services
identified in Section 6.1 may be interrupted by reason of accident,
emergency or other causes beyond Landlord’s control, or may be discontinued or
diminished temporarily by Landlord or other persons until certain repairs,
alterations or improvements can be made; that Landlord does not represent or
warrant the uninterrupted availability of such utilities or building services,
and that any such interruption shall not be deemed an eviction or disturbance
of Tenant’s right to possession, occupancy and use of the Premises or any part
thereof, or render Landlord liable to Tenant for damages by abatement of rent
or otherwise, or relieve Tenant from the obligation to perform its covenants
under this Lease. Notwithstanding anything to the contrary in Article 6
above or elsewhere in this Lease, Landlord and Tenant agree that there are
certain Building services without which Tenant cannot occupy the Premises for
the purposes for which same were leased. Such services are HVAC, electrical service,
elevator service, use of Tenant’s proportionate share of parking spots serving
the Building, cleaning services, and water and plumbing services. Should
Landlord fail to provide, during the Term, any one or more of the
aforementioned services for a continuous period of three (3) business
days, then Rent shall abate until such service or services are restored.


 


ARTICLE 7


 


REPAIRS,
MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES


 


Section 7.1            Repair and Maintenance of Building. Subject to Section 7.2 and except
for any repairs made necessary by the negligence, misuse, or default of Tenant,
its employees, agents, customers and invitees, Landlord shall make all
necessary repairs to the exterior walls, exterior doors, windows, roof,
corridors and other Common Areas, and Landlord shall keep the Building in a
safe, clean and neat condition and use reasonable efforts to keep all equipment
used in common with other tenants, such as elevators, plumbing, heating, air


 


18

















 


conditioning and similar equipment, in good
condition and repair. Except as provided in Article 6, 8 and
Article 10 hereof, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations or improvements in or to
any portion of the Building or the Premises or in or to any fixtures,
appurtenances and equipment therein or thereon. In the event Landlord fails to
commence any such repair or maintenance work within a thirty (30) day period
after notice from Tenant of the required repair or maintenance, without
limitation of any other right or remedy Tenant may have available at law or in
equity, Tenant may complete such work and invoice Landlord for the reasonable
third party out-of-pocket costs thereof which Landlord shall pay to Tenant
within 30 days of such invoice.


 


Section 7.2            Repair and Maintenance of Premises. Tenant
shall, at its sole cost and expense, keep and maintain the Premises in good
order, condition and repair, subject to ordinary wear and tear and damage which
Tenant is not obligated to repair as provided elsewhere in this Lease.


 


Section 7.3            Alterations or Improvements.


 


A.            Tenant shall not make
or permit alterations of or upon any part of the Premises or additions to the
Premises (collectively, “Alterations”) without first obtaining the written
consent of Landlord, provided however, Tenant shall be permitted to make
non-structural alterations, additions or improvements to the Premises (“Decorative
Alterations”) upon at least five (5) business days prior
written notice to Landlord but without Landlord’s consent provided that the
cost of such Decorative Alterations do not exceed $30,000 per occurrence or an
aggregate amount of $90,000 in any twelve (12) month period. Tenant shall at
its sole expense and cost, ensure that all Alterations and Decorative
Alterations shall be made in accordance with all applicable laws, rules, codes,
ordinances and regulations in a good and workmanlike manner and in quality
equal to or better than the original construction of the Premises or Building,
and Tenant shall comply with such requirements as Landlord considers reasonably
necessary or desirable. Before commencement of any Alterations or delivery of
any materials unto the Premises or the Building, Tenant shall furnish to
Landlord, for its prior written approval, plans and specifications certified by
a licensed architect or engineer approved by Landlord and such other
documentation as Landlord shall reasonably request in connection with the
Alterations. Landlord’s consent to any such Alterations shall create no
responsibility or liability on the part of Landlord for the completeness,
design, sufficiency, or compliance with laws, rules, codes, ordinances, or
regulations of such Alterations or the plans, specifications or working
drawings therefor. Tenant shall promptly pay all costs attributable to such
Alterations (including, without limitation, Landlord’s reasonable costs of
reviewing plans and materials submitted to Landlord for approval) and shall
promptly repair any damage to the Premises, Building or Common Areas caused by
or resulting from such Alterations. Any such Alterations shall remain for the
benefit of Landlord at the expiration or earlier termination of the Lease,
provided, however, that Landlord may elect upon written notice to Tenant at the
time of consent to such Alteration, to require that Tenant, at its expense,
remove at the expiration or earlier termination of this Lease all or a portion
of the Alterations made by Tenant and repair any damage caused by such


 


19














 


removal. Tenant’s obligations under this
Section shall survive the expiration or earlier termination of this Lease.


 


B.            If Landlord permits
Tenant to perform any Alterations, then in addition to the requirements set
forth above in this Section 7.3, the following shall apply: (i) prior
to the commencement of the Alterations or the delivery of any materials to the
Building, Tenant shall submit to Landlord, for Landlord’s approval, copies of
the contracts, names, and addresses of all contractors, necessary permits and
licenses, certificates of insurance (including, without limitation, Workmen’s
Compensation, comprehensive general liability and adequacy of design insurance)
and instruments of indemnification and waivers of lien against any and all
claims, costs, expenses, damages and liabilities which may arise in connection
with the Alterations, all in such form and amount as shall be satisfactory to
Landlord; (ii) all such Alterations shall be done only by contractors or
mechanics approved by Landlord (which approval shall not be unreasonably
withheld) and at such time and in such manner as Landlord may from time to time
designate; (iii) upon completion of any Alterations, Tenant shall furnish
Landlord with as-built plans, contractors’ affidavits, full and final waivers
of lien, receipted bills covering all labor and materials expended and used in
connection with such Alterations; and (iv) all such Alterations shall
comply with all Applicable Laws, and all collective bargaining agreements
applicable to the Building, and shall be done in a good and workmanlike manner
and with the use of good grades of materials.


 


C.            Tenant shall indemnify
and save harmless Landlord from all costs, loss or expense in connection with
Alterations. No person shall be entitled to any lien directly or indirectly
derived through or under Tenant or through or by virtue of any act or omission
of Tenant upon the Premises for any improvements or fixtures made thereon or
installed therein or for or on account of any labor or material furnished to
the Premises or for or on account of any matter or thing whatsoever; and
nothing in this Lease contained shall be construed to constitute a consent by
Landlord to the creation of any lien. In the event any lien is filed against
the Premises, or any part thereof, for work claimed to have been done for or
material claimed to have been furnished to Tenant, Tenant shall cause such lien
to be discharged of record within ten (10) days after filing by bonding or
as provided or required by law or in any other lawful manner. Tenant shall
indemnify and save harmless Landlord from all costs, losses, expenses, and
attorneys, fees in connection with any such lien.


 


D.            Landlord shall provide
Tenant with an allowance of no more than $52,590.00 (the “Allowance”) for initial Alterations to be performed in the Premises by
Tenant (“Tenant’s Initial Alterations”). The Allowance shall be
paid by Landlord to Tenant upon receipt of invoices from Tenant along with a
waiver of lien for the funds to be disbursed under each respective invoice from
each contractor participating in Tenant’s Initial Alterations. In the event the
Allowance is not fully utilized by Tenant, Landlord shall not be required to
reimburse Tenant the balance of the Allowance. Tenant’s Initial Alterations
shall be subject to the terms and conditions of this Section 7.3.


 


20

















 


Section 7.4            Trade Fixtures. Any trade fixtures
installed on the Premises by Tenant at its own expense, such as movable
partitions, counters, shelving, showcases, mirrors and the like, shall be
removed on the expiration or earlier termination of this Lease, and further
that Tenant repairs at its own expense any and all damage to the Premises and
the Building resulting from such removal. If Tenant fails to remove any and all
such trade fixtures from the Premises on the expiration or earlier termination
of this Lease, all such trade fixtures shall become the property of Landlord.


 


ARTICLE 8


 


FIRE
OR OTHER CASUALTY; CASUALTY INSURANCE


 


Section 8.1            Fire and Other Casualty. If the
Premises or the Building are made untenantable by fire or other casualty,
including damage or casualties of war, Landlord shall, to the extent permitted
by all mortgages and ground leases on the Building, immediately take such
action as is necessary to make applicable insurance proceeds available and to
use the same to reconstruct, repair and restore the Building and the Premises,
including the tenant improvements, and, at Landlord’s option, Tenant may be
permitted or required to devote the proceeds of its insurance covering tenant
improvements to cause restoration of tenant improvements over and above those
performed or paid for by Landlord pursuant to Landlord’s Work or “as is,” as
the case may be, and pay for same to Landlord or through Landlord as if newly
done pursuant to Article 7 of this Lease. In the event fire or other
casualty occurs and both Landlord and Tenant are insured, it is agreed that the
coverage of the Landlord shall be primary and that Landlord’s recovery in no
event shall be reduced by any insurance recovery to Tenant. Notwithstanding
anything in this Section 8.1 to the contrary, if a registered architect
selected by Landlord licensed to do business in New Jersey should certify that
such work to the Premises cannot be accomplished by using standard working
methods and procedures so as to make the Premises tenantable within twelve (12)
months from the date the rehabilitation is started or within two
(2) months from such date if the Lease term has less than eighteen (18)
months remaining, either party shall have the right to terminate this Lease by
giving to the other notice of such election within ten (10) days after its
receipt of the architect’s certificate. If said fire or other casualty results
in total destruction of the Building, this Lease shall automatically terminate
as of the date of said fire or other casualty. In case of fire or other
casualty not resulting in termination of this Lease, rent shall be abated on a
per diem basis while the Premises are untenantable. If Tenant continues to
conduct its business or profession in whole or in part from a portion of the
Premises after such casualty, rent for space shall be abated pro rata with rent
being charged only for the tenantable area. In case of termination of this
Lease, rent shall be apportioned on a per diem basis and be paid to the date of
the fire or other casualty. Any provision hereof notwithstanding, Tenant’s rent
shall not abate if its negligence was the cause of the casualty.


 


Section 8.2            Casualty Insurance. Landlord shall at
all times during the Lease Term carry a policy of insurance which insures the
Building, including the Premises, against loss or damage by fire or other
casualty (namely, the perils against which insurance is afforded by a standard
fire insurance policy and extended coverage endorsement); provided, however,
that


 


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Landlord shall not be responsible for, and
shall not be obligated to insure against, any loss of or damage to any personal
property of Tenant or which Tenant may have in the Building or the Premises or
any trade fixtures installed by or paid for by Tenant on the Premises or any
additional improvements which Tenant may construct on the Premises, and
Landlord shall not be liable for any loss or damage to such property,
regardless of cause, including the negligence of Landlord and its employees,
agents, customers and invitees, but excluding the gross negligence or willful
misconduct of any of the foregoing. If the tenant finish improvements installed
by Landlord or Tenant pursuant to Exhibit B
or any Alterations made by Tenant pursuant to Section 7.3 result in an
increase in the premiums charged during the Lease Term on the casualty
insurance carried by Landlord on the Building, then the cost of such increase
in insurance premiums shall be borne by Tenant, who shall reimburse Landlord
for the same as Additional Rent after being separately billed therefor,
provided Tenant receives reasonable documentation evidencing Tenant as the
cause of such increase.


 


Section 8.3            Waiver of Subrogation. Landlord and
Tenant hereby release each other and each other’s employees, agents, customers
and invitees from any and all liability for any loss of or damage or injury to
person or property occurring in, on or about or to the Premises, the Building
or personal property within the Building by reason of fire or other casualty or
any other risk which is or which is required to be insured, against under this
Lease, regardless of cause, including the negligence of Landlord or Tenant and
their respective employees, agents, customers and invitees, and agree that all
insurance carried by either of them shall contain a clause whereby the insurer
waives its right of subrogation against the other party. Because the provisions
of this Section 8.3 are intended to preclude the assignment of any claim
mentioned herein by way of subrogation or otherwise to an insurer or any other
person, each party to this Lease shall give to each insurance company which has
issued to it one or more policies of fire and extended coverage insurance
notice of the provisions of this Section 8.3 and have such insurance
policies properly endorsed, if necessary, to prevent the invalidation of such
insurance by reason of the provisions of this Section 8.3.


 


ARTICLE 9


 


GENERAL
PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE


 


Section 9.1            Waiver and Release. To the extent not
expressly prohibited by law, Tenant releases Landlord, its mortgagees and their
respective agents, partners, officers, servants and employees, from and waives
all claims for damages to person or property sustained by Tenant or by any
occupant of the Premises or the Building, or by any other person, resulting
directly or indirectly from fire or other casualty, cause or any existing or
future condition, defect, matter or thing in the Premises, the Building or any
part thereof, or from any equipment or appurtenance herein, or from any
accident in or about the Building, or from any act or neglect of any tenant or
other occupant of the Building. This Section shall apply especially, but
not exclusively, to damage caused by water, snow, frost, steam, excessive heat
or cold, and shall apply whether the damage was due to any of the acts
specifically enumerated above, or from any other thing or circumstance, whether
of a like nature or of a wholly different nature. All personal property
belonging to Tenant or any occupant of the Premises that is in the Premises or
the


 


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Building shall be there at the risk of Tenant
or other person only and Landlord shall not be liable for damage thereto or
theft or misappropriation thereof.


 


Section 9.2            Indemnity. To the extent not expressly
prohibited by law, Tenant agrees to hold harmless and indemnify Landlord, its
mortgagees and their respective agents, partners, officers, servants and
employees against claims and liabilities, including reasonable attorneys’ fees,
for injuries to all persons and damage to or theft or misappropriation or loss of
property occurring in or about the Premises arising from Tenant’s occupancy of
the Premises or the conduct of its business or from activity, work, or thing
done, permitted or suffered by Tenant in or about the Premises, or from any
breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed pursuant to the terms of this
Lease or due to any other act or omission of Tenant, its agents or employees.
In the event any action or proceeding is brought against Landlord, its
mortgagee or their respective agents, partners, officers, servants or employees
by reason of any such claims, then, upon notice from Landlord, Tenant covenants
to defend such action or proceeding by counsel reasonably satisfactory to
Landlord.


 


Section 9.3            Tenant’s Insurance. Tenant, in order to enable it to meet its obligation to
insure against the liabilities specified in this Lease, shall at all times
during the Lease Term carry, at its own expense, one or more policies of general
public liability and property damage insurance, issued by one or more insurance
companies acceptable to Landlord, with the following minimum coverages:


 


A.            Worker’s Compensation
— minimum statutory amount.


 


B.            Comprehensive General
Liability Insurance, including Blanket, Contractual Liability, Broad
Form Property Damage, Personal Injury, Completed Operations, Products
Liability, Fire Damage.


 


·              Not less than $3,000,000 Combined Single
Limit for both bodily injury and property damage.


 


C.            Fire and Extended
Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage insurance,
for the full cost of replacement of Tenant’s property.


 


Such insurance policy or policies shall
protect Tenant and Landlord as their interests may appear, naming Landlord and Landlord’s
managing agent and mortgagee as additional insureds. Tenant shall endeavor to
provide Landlord with thirty (30) days prior written notice of any cancellation
or material change in coverage. Tenant shall furnish Landlord with Certificates
of Insurance evidencing such coverage within thirty (30) days after a request
to do so. Should Tenant fail to carry such insurance and furnish Landlord with
such Certificates of Insurance, Landlord shall have the right, but not the
obligation, to obtain such insurance and collect the cost thereof from Tenant
as additional rent.


 


Section 9.4            Landlord’s Responsibility. Landlord
shall assume the risk of, be responsible for, have the obligation to insure
against, and indemnify Tenant and hold it harmless


 


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from, any and all liability for any loss of
or damage or injury to person (including death resulting therefrom) or property
(other than Tenant’s property as provided in Section 8.2) occurring in, on
or about the Common Areas, regardless of cause, except for that caused by the
sole negligence of Tenant and its employees, agents, customers and invitees;
and Landlord hereby releases Tenant from any and all liability for the same.
Landlord’s obligation to indemnify Tenant hereunder shall include the duty to
defend against any claims asserted by reason of such loss, damage or injury and
to pay any judgments, settlements, costs, fees and expenses, including
attorneys, fees, incurred in connection therewith.


 


ARTICLE 10


 


EMINENT
DOMAIN


 


If the whole or any part of the Premises
shall be taken for public or quasi-public use by a governmental or other
authority having the power of eminent domain or shall be conveyed to such
authority in lieu of such taking, and if such taking or conveyance shall cause
the remaining part of the Premises to be untenantable and inadequate for use by
Tenant for the purpose for which they were leased, then either Landlord or
Tenant may, at their respective option, terminate this Lease as of the date Tenant
is required to surrender possession of the Premises by giving written notice of
such termination to the other party. If a part of the Premises shall be taken
or conveyed but the remaining part is tenantable and adequate for Tenant’s use,
then this Lease shall be terminated as to the part taken or conveyed as of the
date Tenant surrenders possession; Landlord shall make such repairs,
alterations and improvements as may be necessary to render the part not taken
or conveyed tenantable to the extent the condemnation award proceeds received
by Landlord are sufficient therefor; and the rent shall be reduced in
proportion to the part of the Premises so taken or conveyed. If Landlord does
not receive a condemnation award sufficient to restore the remaining part of
the Premises to a tenantable condition in Tenant’s reasonable opinion, Tenant
may terminate this Lease. All compensation awarded for such taking or
conveyance shall be the property of Landlord without any deduction therefrom
for any present or future estate of Tenant, and Tenant hereby assigns to
Landlord all its right, title and interest in and to any such award. However,
Tenant shall have the right to recover from such authority, but not from
Landlord, such compensation as may be awarded to Tenant on account of moving
and relocation expenses and depreciation to and removal of Tenant’s property,
so long as such award to Tenant does not reduce any award payable to Landlord.


 


ARTICLE 11


 


LIENS


 


If, because of any act or omission of Tenant
or any person claiming by, through, or under Tenant, any mechanic’s lien or
other lien shall be filed against the Premises or the Building or against other
property of Landlord (whether or not such lien is valid or enforceable as
such), Tenant shall, at its own expense, cause the same to be discharged of
record within thirty (30) days after the date of filing thereof, and shall also
indemnify Landlord and hold it harmless from


 


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any and all claims, losses, damages, judgments,
settlements, costs and expenses, including, without limitation, reasonable
attorneys’ fees, resulting therefrom or by reason thereof. Landlord may, but
shall not be obligated to, pay the claim upon which such lien is based so as to
have such lien released of record; and, if Landlord does so, then Tenant shall
pay to Landlord, as additional rent, upon demand, the amount of such claim,
plus all other costs and expenses incurred in connection therewith, plus
interest thereon at the rate of twelve percent (12%) per annum until paid.


 


ARTICLE 12


 


RENTAL,
PERSONAL PROPERTY AND OTHER TAXES


 


Tenant shall pay before delinquency any and
all taxes, assessments, fees or charges, including any sales, gross income,
rental, business occupation or other taxes, levied or imposed upon Tenant’s
business operations in the Premises and any personal property or similar taxes
levied or imposed upon Tenant’s trade fixtures, leasehold improvements or
personal property located within the Premises. In the event any such taxes,
assessments, fees or charges are charged to the account of, or are levied or
imposed upon the property of Landlord, Tenant shall reimburse Landlord for the
same as Additional Rent. Notwithstanding the foregoing, Tenant shall have the
right to contest in good faith any such item and to defer payment until after
Tenant’s liability therefor is finally determined.


 


If any tenant finish improvements, trade
fixtures, alterations or improvements or business machines and equipment
located in, on or about the Premises, regardless of whether they are installed
or paid for by Landlord or Tenant and whether or not they are affixed to and
become a part of the realty and the property of Landlord, are assessed for real
property tax purposes at a valuation higher than that at which other such
property in other leased space in the Building is assessed, then Tenant shall
reimburse Landlord as Additional Rent for the amount of real property taxes
shown on the appropriate county official’s records as having been levied upon
the Building or other property of Landlord by reason of such excess assessed
valuation.


 


ARTICLE 13


 


ASSIGNMENT
AND SUBLETTING


 


Section 13.1          Assignment
and Subletting. Tenant shall not, except as hereinafter
provided, (i) assign, mortgage, pledge, hypothecate, encumber or in any
manner transfer this Lease or any estate or interest therein, or
(ii) permit any assignment of this Lease or any estate or interest therein
by operation of law, or (iii) sublease the Premises or any part thereof;
or (iv) grant any license, concession, or other right of occupancy of any
portion of the Premises, or (v) permit the use of the Premises by any
party other than Tenant, its agents and employees (each of the events described
in clauses (i) through (v) being referred to herein as a “Transfer”). For purposes hereof, the sale
or other transfer of less than all, or substantially all of (1) Tenant’s
capital stock, if Tenant is a corporation, (2) the general partnership
interests in


 


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Tenant, if Tenant is a partnership,
(3) the members’ interests in Tenant, if Tenant is a limited liability
company, or (4) Tenant’s assets shall be deemed to be a Transfer.
Notwithstanding the foregoing, Landlord agrees not to unreasonably withhold
consent to any assignment of this Lease or subletting of the entire Premises,
provided (a) Tenant is not then in default under this Lease,
(b) Landlord, in its sole discretion reasonably exercised, determines that
the reputation, business, proposed use of the Premises and financial
responsibility of the proposed assignee or sublessee, are satisfactory to
Landlord, (c) the proposed assignee or sublessee shall expressly assume
all the obligations of this Lease on Tenant’s part to be performed,
(d) such consent, if given, shall not release Tenant of any of its
obligations under this Lease, including without limitation, its obligation to
pay rent, (e) Tenant agrees specifically to pay over to Landlord, as
additional rent, fifty percent (50%) all sums provided to be paid under the
terms and conditions of such assignment or sublease which are in excess of the
amounts otherwise required to be paid pursuant to this Lease, and
(f) Tenant shall indemnify and hold Landlord harmless from any claims for
brokerage commissions due in connection with such assignment or subletting.
Consent by Landlord to one or more Transfers shall not operate as a waiver of
Landlord’s right to approve all subsequent Transfers. Any Transfer without
Landlord’s prior written consent shall be void and shall, at the option of
Landlord, constitute a Default under this Lease. Neither this Lease nor any
interest therein shall be assignable as to the interest of Tenant by operation
of law without consent of Landlord, which consent may be arbitrarily withheld.
In the event that Tenant shall request Landlord to consent to any Transfer,
Tenant shall reimburse Landlord on demand for all of Landlord’s reasonable
third party costs and expenses in connection therewith, including, without
limitation, reasonable attorneys’ fees incurred by Landlord, not to exceed
$2,000. Notwithstanding any Transfer consented to by Landlord, Tenant (and
every guarantor of Tenant’s obligation under this Lease) shall at all times
remain fully liable for the payment of the rent herein specified and for
compliance with all of Tenant’s other obligations under this Lease and any
amendments hereto and extensions of the term hereof. Notwithstanding anything
to the contrary herein, Tenant may assign or sublet the Premises or any portion
thereof without Landlord’s consent to any entity which controls, is controlled
by, or is under common control with Tenant, or to any entity resulting from the
merger or consolidation with Tenant, or to any person or entity which acquires
all, or substantially all of the assets of Tenant (an “Affiliate”), provided that Tenant provides notice to Landlord and said
Affiliate assumes, in full, the obligations of Tenant under this Lease. Any
such assignment shall not affect or limit the liability of Tenant under the
terms of this Lease. For purposes of this paragraph “control” shall mean an
ownership or equity interest of greater than fifty percent (50%).


 


Section 13.2          Recapture Election. If Tenant requests
that Landlord consent to a Transfer, Landlord, at its sole option, may elect (a
“Recapture Election”) to recapture the space covered by the Transfer Notice
(hereinafter defined) and terminate this Lease with respect to such recaptured
space on the first day of the second calendar month next succeeding receipt of
Tenant’s Transfer Notice, which election shall be effective unless Tenant
elects to withdraw its request for approval of such Transfer by delivering a
written notice of such withdrawal to Landlord within ten (10) days after
Landlord delivers written notice of Landlord’s exercise of the Recapture
Election to Tenant. A Recapture Election, if exercised by Landlord, shall be by
written notice to Tenant within twenty (20) days of receipt by Landlord of a
Transfer Notice. If Landlord exercises a Recapture Election, Landlord may lease
the Premises to the sublessee or assignee proposed by Tenant. If this Lease
shall be terminated with respect to less than the entire


 


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Premises, Base Rent and Additional Rent shall
be adjusted on the basis of the square feet retained by Tenant in proportion to
the square feet of the Premises prior to such termination and this Lease as so
amended shall continue thereafter in full force and effect. In such event,
Landlord shall pay the cost of erecting demising walls and public corridors and
making other modifications to physically separate the portion of the Premises
remaining subject to the Lease from the rest of the Premises, which demising
walls and other modifications shall comply with all applicable building codes
and other governmental laws and regulations. As used herein, “Transfer Notice”
shall mean a written notice from Tenant to Landlord requesting Landlord’s
consent to a Transfer.


 


ARTICLE 14


 


TRANSFERS
BY LANDLORD


 


Section 14.1          Sale and Conveyance of the Building. Landlord
shall have the right to sell and convey the Building at any time during the
Lease Term, subject only to the rights of Tenant hereunder; and such sale and
conveyance shall operate to release Landlord from liability hereunder after the
date of such conveyance as provided in Section 15.4.


 


Section 14.2          Subordination. Tenant’s rights under
this Lease are and shall always be subordinate to the operation and effect of
any mortgage, deed of trust, ground lease or master lease now or hereafter
placed upon or governing the Building. This clause shall be self-operative, and
no further instrument of subordination shall be required. In confirmation
thereof, Tenant shall execute such further assurance as may be required. Any
mortgagee, ground lessor or trustee under any such mortgage, deed of trust,
ground lease or master lease may elect that this Lease shall have priority over
its mortgage, deed of trust, ground lease or master lease; and upon
notification to Tenant of such election by such mortgagee, ground lessor or
trustee, this Lease shall be deemed to have priority over said mortgage, deed
of trust, ground lease or master lease whether this Lease is dated prior to or
subsequent to the date of such mortgage, deed of trust, ground lease or master
lease. Notwithstanding the foregoing, no default by Landlord under any such
mortgage, deed of trust, ground lease or master lease shall affect Tenant’s
rights hereunder so long as Tenant is not in default under this Lease. Tenant
hereby attorns to any successor to Landlord’s interest in this Lease and shall
recognize such successor as Landlord hereunder provided such successor agrees
to allow Tenant to continue in possession of the Premises in the same manner
and with the same rights and options provided in this Lease. Tenant agrees to
execute and deliver within ten (10) days after Landlord’s request, all
instruments as may be reasonably required by such successor to confirm such
attornment and non-disturbance. Landlord shall request and use its reasonable
good faith efforts to obtain for Tenant a subordination, non-disturbance and
attomment agreement from any present or future lender or ground lessor provided
that Landlord shall have no liability to Tenant in the event Landlord is unable
to obtain such agreement.


 


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ARTICLE 15


 


DEFAULTS
AND REMEDIES


 


Section 15.1          Defaults by Tenant. The occurrence of
any one or more the following events shall be a default under and breach of
this Lease by Tenant:


 


A.            Tenant shall fail to
pay any installment of Base Rent or any Additional Rent when the same shall be
due and payable, or any other amounts due Landlord from Tenant as additional
rent or otherwise within ten (10) days after the same shall be due and payable
and such failure continues for at least three (3) days after notice
thereof from Landlord.


 


B.            Tenant shall fail to
perform or observe any term, condition, covenant or obligation required to be
performed or observed by it under this Lease for a period of ten (10) days
after notice thereof from Landlord; provided, however, that if the term,
condition, covenant or obligation to be performed by Tenant is of such nature
that the same cannot reasonably be performed within such ten-day period, such default
shall be deemed to have been cured if Tenant commences such performance within
said ten-day period and thereafter diligently undertakes to complete the same
and does so complete the required action within a reasonable time, but not more
than sixty (60) days after Landlord’s notice in any event.


 


C.            Tenant shall vacate or
abandon the Premises for any period, or fail to continuously occupy for a
period of ten (10) days the Premises or any substantial portion thereof.


 


D.            Tenant shall
effectuate a Transfer in violation of Article 13 hereof.


 


E.            A trustee or receiver
shall be appointed to take possession of substantially all of Tenant’s assets
in, on or about the Premises or of Tenant’s interest in this Lease (and Tenant
does not regain possession within sixty (60) days after such appointment);
Tenant makes an assignment for the benefit of creditors; or substantially all
of Tenant’s assets in, on or about the Premises or Tenant’s interest in this
Lease are attached or levied under execution (and Tenant does not discharge the
same within sixty (60) days thereafter).


 


F.             A petition in
bankruptcy, insolvency, or for reorganization or arrangement is filed by or
against Tenant pursuant to any federal or state statute (and, with respect to
any such petition filed against it, Tenant fails to secure a stay or discharge
thereof within sixty (60) days after the filing of the same).


 


Section 15.2          Remedies of Landlord. Upon the
occurrence of any event of default set forth in Section 15.1, Landlord
shall have the following rights and remedies, in addition to those allowed by
law, any one or more of which may be exercised without further notice to or
demand upon Tenant:


 


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A.            Landlord may apply the
security deposit or re-enter the Premises and cure any default of Tenant, in
which event Tenant shall reimburse Landlord as Additional Rent for any costs
and expenses which Landlord may incur to cure such default; and Landlord shall
not be liable to Tenant for any loss or damage which Tenant may sustain by
reason of Landlord’s action, regardless of whether caused by Landlord’s
negligence or otherwise, unless due to Landlord’s willful misconduct.


 


B.            Landlord may elect to
terminate this Lease and Tenant’s right to the Premises or, without terminating
this Lease, forthwith terminate Tenant’s right to possession of the Premises.
Upon any termination of this Lease, whether by lapse of time or otherwise, or
upon any termination of Tenant’s right to possession without termination of the
Lease, Tenant shall surrender possession and vacate the Premises and deliver
possession thereof to Landlord, and Tenant hereby grants to. Landlord full and
free license to enter into and upon the Premises with or without process of law
in the event of any such termination of this Lease or right to possession, and
to repossess Landlord of the Premises as of Landlord’s former estate and to
expel or remove Tenant and any others who may be occupying or be within the
Premises and to remove any and all property therefrom using such force as may
be necessary without being deemed in any manner guilty of trespass, eviction or
forcible entry or detainer, and without relinquishing Landlord’s rights to rent
or any other right given to Landlord hereunder or by operation of law.


 


C.            Landlord may at
Landlord’s option enter into the Premises, remove Tenant’s signs and other
evidences of tenancy, and take and hold possession thereof as in subparagraph B
of this Section 15.2, without such entry and possession terminating the
Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay
the rent hereunder for the full term. Upon and after entry into possession
without termination of this Lease, subject to Landlord’s right to first rent
other vacant areas in the Building, Landlord may relet the Premises or any part
thereof to any person, firm or corporation other than Tenant for such rent, for
such time and upon such terms as Landlord in Landlord’s sole discretion shall
determine. Any proceeds from the relet of the Premises by Landlord shall first
be applied against the cost and expenses of reletting the Premises including,
but not limited to, all brokerage, advertising, legal, alteration, and other
reasonably necessary expenses incurred to secure a new tenant for the Premises.
If the consideration collected by Landlord upon any such reletting after
payment of the expenses of reletting the Premises is not sufficient to pay
monthly the full amount of the rent reserved in this Lease, Tenant shall pay to
Landlord the amount of each monthly deficiency as it becomes due upon demand.
If the consideration collected by Landlord upon any such reletting after
payment of the expenses of reletting the Premises is greater than the amount
necessary to pay the full amount of the rent reserved in this Lease, the full
amount of such excess shall be retained by Landlord and shall in no event be
payable to Tenant.


 


D.            If the Landlord shall
decide to terminate this Lease, Landlord, at its sole option, shall be entitled
to recover from Tenant, in lieu of any amounts due under Section 15.2C
hereof, and Tenant shall pay to Landlord, on demand, as and for liquidated


 


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and agreed final damages, a sum equal to the amount
by which Landlord’s reasonable estimate of the aggregate amount of Base Rent
and Annual Rental Adjustment for a period from the date of such termination
through the Expiration Date of this Lease, exceeds the then reasonable rental
value of the Premises for the same period, both discounted to present worth at
the rate of five percent (5%) per annum. If, before presentation of proof of
such liquidated damages to any court, commission or tribunal, the Premises, or
any part thereof, shall have been relet by Landlord for such period, or any
part thereof, the amount of rent reserved upon such reletting shall be deemed,
prima facie, to be the reasonable rental value for the part or the whole of the
Premises so relet during the term of the reletting.


 


E.             Notwithstanding anything in
this Lease to the contrary, any and all remedies set forth in this Lease (i) shall
be in addition to any and all other remedies Landlord may have at law or in
equity, (ii) shall be cumulative and (iii) may be pursued
successively or concurrently as the Landlord may elect. The waiver by Landlord
of any breach of any term, covenant or condition herein contained shall not be
deemed to be a waiver of such term, covenant or condition or any subsequent
breach of the same, or any other term, covenant or condition herein contained.
The acceptance of rent hereunder shall not be construed to be a waiver of any
breach by Tenant of any term, covenant or condition of this Lease.


 


F.             Landlord may sue for
injunctive relief or to recover damages for any loss resulting from the breach.


 


G.            Landlord shall use
commercially reasonable efforts to mitigate all damages incurred as a result of
a Tenant default hereunder.


 


Section 15.3           Default by Landlord and
Remedies of Tenant. It shall be a
default under and breach of this Lease by Landlord if it shall fail to perform
or observe any term, condition, covenant or obligation required to be performed
or observed by it under this Lease for a period of thirty (30) days after
notice thereof from Tenant; provided, however, that if the term, condition,
covenant or obligation to be performed by Landlord is of such nature that the
same cannot reasonably be performed within such thirty-day period, such default
shall be deemed to have been cured if Landlord commences such performance
within said thirty-day period and thereafter diligently undertakes to complete
the same and does so complete the required action within a reasonable time, but
not more than sixty (60) days after Tenant’s notice in any event. Upon the
occurrence of any such default, Tenant may sue for injunctive relief or to
recover direct damages for any loss resulting from the breach, but Tenant shall
not be entitled to recover consequential changes, terminate this Lease or
withhold or abate any rent due hereunder, except as otherwise provided for
herein.


 


Section 15.4           Limitation of Landlord’s
Liability. If Landlord shall fail to
perform or observe any term, condition, covenant or obligation required to be
performed or observed by it under this Lease as provided in Section 15.3
and if Tenant shall, as a consequence thereof, recover a money judgment against
Landlord, Tenant agrees that it shall look solely to Landlord’s right, title
and interest in and to the Building for the collection of such judgment; and


 


30

















 


Tenant further agrees that no other assets of Landlord shall be subject
to levy, execution or other process for the satisfaction of Tenant’s judgment
and that Landlord shall not be liable for any deficiency.


 


The references to “Landlord”
in this Lease shall be limited to mean and include only the owner or
owners, at the time, of the fee simple interest in the Building. In the event
of a sale or transfer of such interest (except a mortgage or other transfer as
security for a debt), the “Landlord” named
herein, or, in the case of a subsequent transfer, the transferor, shall, after
the date of such transfer, be automatically released from all liability for the
performance or observance of any term, condition, covenant or obligation
required to be performed or observed by Landlord hereunder; and the transferee
shall be deemed to have assumed all of such terms, conditions, covenants and
obligations accruing after the date of transfer.


 


Section 15.5           Non-Waiver of Defaults. The failure or delay by either party hereto to exercise or enforce at
any time any of the rights or remedies or other provisions of this Lease shall
not be construed to be a waiver thereof, nor affect the validity of any part of
this Lease or the right of either party thereafter to exercise or enforce each
and every such right or remedy or other provision. No waiver of any default and
breach of the Lease shall be deemed to be a waiver of any other default and
breach. The receipt by Landlord of less than the full rent due shall not be
construed to be other than a payment on account of 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 omission by
Landlord or its employees or agents during the Lease Term shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept such a
surrender shall be valid unless in writing and signed by Landlord.


 


Section 15.6           Attorneys’ Fees. In the event of any litigation between Tenant and Landlord to enforce
any provision of this Lease or any right of either party hereto, the
unsuccessful party to such litigation shall pay to the successful party all
costs and expenses, including reasonable attorney’s fees, incurred therein.
Furthermore, if Landlord, without fault, is made a party to any litigation
instituted by or against Tenant, Tenant shall indemnify Landlord against, and
protect, defend, and save it harmless from, all costs and expenses, including
reasonable attorney’s fees, incurred by it in connection therewith. If Tenant,
without fault, is made party to any litigation instituted by or against
Landlord, Landlord shall indemnify Tenant against, and protect, defend, and
save it harmless from, all costs and expenses, including reasonable attorney’s
fees, incurred by it in connection therewith.


 


Section 15.7           Limitation of Liability. Landlord and Tenant’s respective liability under
this Lease shall specifically exclude incidental, indirect and punitive
damages, except in the event Tenant fails to surrender the Premises to Landlord
and holds over in the Premises as set forth in Section 2.7.


 


31

















 


ARTICLE 16


 


Intentionally
Omitted


 


ARTICLE 17


 


NOTICE AND
PLACE OF PAYMENT


 


Section 17.1           Notices. Any notice required or permitted to be given under
this Lease or by law shall be deemed to have been given if it is written and
delivered in person or mailed by Registered or Certified mail, postage prepaid,
or sent by a nationally recognized overnight delivery service to the party who
is to receive such notice at the address specified in Item K of the Basic Lease Provisions. When
so mailed, the notice shall be deemed to have been given two (2) business
days after the date it was mailed. When sent by overnight delivery service, the
notice shall be deemed to have been given on the next business day after
deposit with such overnight delivery service. The address specified in Item K of the Basic Lease Provisions may be
changed by giving written notice thereof to the other party.


 


Section 17.2           Place of Payment. All rent and other payments required to be made by Tenant to Landlord
shall be delivered or mailed to Landlord’s management agent at the address
specified in Item K of the Basic
Lease Provisions or any other address Landlord may specify from time to time by
written notice given to Tenant.


 


ARTICLE 18


 


ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES


 


A.            For purposes of this Lease,
the following additional definitions shall apply:


 


1.             “Hazardous Substances” shall
include any pollutants, petroleum products, toxic substances, hazardous wastes,
hazardous materials, or hazardous substances as defined in or pursuant to the
Industrial Site Recovery Act and all rules, regulations, orders, directives and
opinions promulgated thereunder (“ISRA”) N.J.S.A. 13:1K-6 et seq.; the Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. and all rules,
regulations, orders, directives and opinions promulgated thereunder (“Spill Act”);
the Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; the
Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601
et seq. and all rules, regulations, orders, directives and opinions promulgated
thereunder (“CERCLA”); or any other applicable Federal, State or Local
environmental law or ordinance; and all rules, regulations, orders, directives
and opinions promulgated under the foregoing, any


 


32

















 


amendments to any of the foregoing and any successor
legislation to any of the foregoing (collectively “Environmental Laws”);


 


2.             “Release” means spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping;


 


3.             “Notice” means any written
summons, citation, directive, order, claim, litigation, judgment, letter,
submission or other communication from the New Jersey Department of
Environmental Protection (“DEP”), the United States Environmental Protection
Agency (“EPA”), any other Federal, State or Local agency or authority or any
other entity or any individual, concerning any act or omission resulting or
which may result in the Release of Hazardous Substances into the waters or onto
the lands of the State of New Jersey or into waters outside the jurisdiction of
the State of New Jersey or into the “environment” as such terms are defined in
CERCLA, or otherwise related to any Environmental Law or Tenant’s obligations
pursuant to this Section 22. “Notice” shall include the imposition of any
liens of any real or personal property or revenues of Tenant including, but not
limited to, Tenant’s interest in the Premises or any of Tenant’s property
located thereon, pursuant to or resulting from the violation of any
Environmental Law, or any other governmental actions, orders or permits or any
knowledge after due inquiry and investigation of any facts which could give
rise to any of the above.


 


B.            To the extent that Tenant
may be permitted under applicable law to use the Premises and/or the Project
for the generating, manufacturing, refining, transporting, treating, storing,
handling, disposing, transferring or processing of Hazardous Substances, Tenant
shall ensure that said use shall be conducted at all times strictly in
accordance with applicable Environmental Law. Tenant shall not cause nor permit
as a result of any intentional or unintentional act or omission, a Release of
Hazardous Substances, except in compliance with Environmental Laws. If any
intentional or unintentional act or omission results in any actual or alleged
Release of Hazardous Substances, except in compliance with Environmental Laws,
Tenant promptly shall conduct necessary sampling and cleanup and remediate such
Release in accordance with applicable Environmental Laws.


 


C.            Tenant shall not operate any
business at the Premises which shall be subject to ISRA. Tenant hereby represents that its North American
Industry Classification System (herein “NAICS”) Number is 2834-04 and
its operations shall consist of the Permitted Use. Notwithstanding any
provision of ISRA to the contrary, if the Tenant’s operations become subject to
ISRA, Tenant, at Tenant’s own expense, shall do whatever is necessary to comply
with ISRA whenever an obligation to do so arises. At no expense to Landlord,
Tenant promptly shall provide all information requested by Landlord regarding
or in furtherance of ISRA compliance.


 


33

















 


D.            Tenant promptly shall
furnish Landlord with true copies of any Notices of any nature made by Tenant
to, or received by Tenant from DEP, EPA, or any local, state or federal
authority.


 


E.             NOTWITHSTANDING ANYTHING IN
THIS LEASE TO THE CONTRARY, AND WITHOUT LIMITING ANY OTHER PROVISIONS OF THIS ARTICLE 18,
TENANT, AT ITS SOLE COST AND EXPENSE, SHALL OBSERVE, COMPLY AND FULFILL ALL OF
THE TERMS AND PROVISIONS OF ALL APPLICABLE ENVIRONMENTAL LAWS, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, AS THEY RELATE TO TENANT’S USE AND OCCUPANCY OF THE
PREMISES DURING THE TERM OF THIS LEASE.


 


F.             Without limiting the
foregoing, Tenant agrees that it shall not do or omit to do nor suffer the
commission or omission of any act, the commission or omission of which is
prohibited by or may result in liability pursuant to any Environmental Law;


 


G.            In the event there shall be
filed a lien against the Premises and/or the Project arising out of a claim(s) by
DEP pursuant to the provisions of the Spill Act or by EPA pursuant to the
provisions of CERCLA relating to Tenant’s use of the Premises, Tenant
immediately either shall: 1) pay the claim and remove the lien from the
Premises and/or the Project; or, ii) furnish a bond, cash receipt or other
security satisfactory to Landlord sufficient to discharge the claim out of
which the lien arises.


 


H.            (i)            Tenant promptly shall
provide Landlord with all documentation and correspondence provided to DEP
pursuant to the Worker and Community Right to Know Act, N.J.S.A. 34:5A-1 et
seq., and all rules, regulations, orders, directives and opinions promulgated
thereunder.


 


(ii)           Tenant promptly shall supply
Landlord all reports and notices made by Tenant pursuant to the Hazardous
Substance Discharge Reports and Notices Act, N.J.S.A. 13:1K-15, et seq. and all
rules, regulations, orders, directives and opinions promulgated thereunder.


 


(iii)          Tenant promptly shall
provide Landlord with a copy of all permits obtained pursuant to any
Environmental Law.


 


I.              Tenant acknowledges that for
Landlord to comply with the requirements of Environmental Laws, Landlord from
time to time, may have to enter the Premises. Landlord and/or its agents shall
have an irrevocable license and right to enter the Premises for such purposes.
All such entry by Landlord and/or its agents shall be upon reasonable notice to
Tenant. Landlord represents and warrants that (a) there are no Releases of
Hazardous Substances at, on, in, under or from the Premises which could
reasonably result in liability or investigation or remediation obligations
pursuant to Environmental Laws; and (b) there are no violations of
Environmental Laws associated with the Premises as of the date of this Lease.


 


34

















 


J.             Tenant agrees to cooperate
with Landlord to provide any information necessary to Landlord in order to
effect compliance with any Environmental Law and to execute any documents
reasonably requested by Landlord in connection with compliance with any
Environmental Law.


 


K.            Tenant shall reasonably
cooperate in allowing, from time to time, such examinations, tests, inspections
and reviews of the Premises as Landlord, in its sole and absolute discretion,
shall determine to be advisable in order to evaluate any potential
environmental problems or Tenant’s compliance with Environmental Laws.


 


L.             Tenant shall indemnify,
defend and hold Landlord harmless from any and all fines, suits, procedures,
claims, liabilities, costs and actions of any kind, including counsel fees
(including those incurred to enforce this indemnity or for any other purpose)
arising out of or in any way related to (1) any spills or discharges of
Hazardous Substances at the Premises and/or Project caused by Tenant or (2) Tenant’s
failure to comply with the provisions of this Lease. Tenant’s obligations and
liabilities pursuant to this Lease shall continue for so long as Landlord
remains responsible or liable under Environmental Laws or otherwise for any
spills or discharges of Hazardous Substances and/or for any violations of
Environmental Laws caused by Tenant.


 


M.           Notwithstanding anything to
the contrary contained in this Lease, Tenant shall not be responsible for
complying with any Environmental Law in connection with any spill or Release of
Hazardous Substances which shall have occurred prior to the Commencement Date
of this Lease. Landlord shall indemnify, defend and hold Tenant harmless from
any and all fines, suits, procedures, claims, liabilities, costs and actions of
any kind, including counsel fees (including those incurred to enforce this
indemnity or for any other purpose) arising out of or in any way related to (1) any
spills or discharges of Hazardous Substances at the Premises and/or the
Building not caused by Tenant or (2) Landlord’s failure to comply with the
provisions of this Article 18. Landlord’s obligations and liabilities
pursuant to this Lease shall continue for so long as Tenant remains responsible
or liable under Environmental Laws or otherwise for any spills or discharges of
Hazardous Substances and/or for any violations of Environmental Laws caused by
any person other than Tenant.


 


N.            In the event Tenant shall
fail to comply in full with this Section, Landlord, at its option, may perform
any and all of Tenant’s obligations as aforesaid, and all reasonable costs and
expenses so incurred by Landlord shall be deemed a claim against Tenant as
Additional Rent payable on demand.


 


O.            The provisions of this Article 18
shall survive the expiration or earlier termination of this Lease, regardless
of the reason for such termination and compliance with the provisions of this Article 18
may require Tenant to expend funds or perform acts after the expiration or
termination of this Lease. Tenant agrees to expend such funds and/or perform
such acts and shall not be excused therefrom notwithstanding any


 


35

















 


expiration or termination of this Lease, it being
agreed and acknowledged that Landlord would not have entered into this Lease
but for the provisions of this Article 18.


 


ARTICLE 19


 


MISCELLANEOUS
GENERAL PROVISIONS


 


Section 19.1           Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Premises or the
Building or with respect to the suitability or condition of any part of the
Building for the conduct of Tenant’s business except as provided in this Lease.
Landlord shall be responsible for compliance with all Applicable Laws now in
force or which may hereafter be in force during the Term with respect to the
Building.


 


Section 19.2           Insolvency or Bankruptcy. In no event shall this Lease be assigned or assignable by operation of
law, and in no event shall this Lease be an asset of Tenant in any
receivership, bankruptcy, insolvency, or reorganization proceeding. This Lease shall  be assumed or rejected within sixty (60)
days after the filing of any bankruptcy proceeding filed by or against Tenant.


 


Section 19.3           Common Areas. The term “Common Areas,” as used in this Lease,
refers to the areas of the Building which are designed for use in common by all
tenants of the Building and their respective employees, agents, customers,
invitees and others, and includes, by way of illustration and not limitation,
entrances and exits, hallways and stairwells, elevators, restrooms, sidewalks,
driveways, parking areas, landscaped areas and other areas as may be designated
by Landlord as part of the Common Areas of the Building. Tenant shall have the
non-exclusive right, in common with others, to the use of the Common Areas,
subject to such nondiscriminatory rules and regulations as may be adopted
by Landlord including those set forth in Section 5.2 and Exhibit C of this Lease. Landlord
reserves the right to modify, alter and close portions of the Common Areas from
time to time in its sole and absolute discretion, provided that Tenant’s access
to the Premises shall not be materially, adversely affected.


 


Section 19.4           Choice of Law. This Lease shall be governed by and construed pursuant to the laws of
the State of New Jersey.


 


Section 19.5           Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.


 


Section 19.6           Quiet Enjoyment. So long as Tenant is not in default under this Lease, Landlord or
anyone acting through or under Landlord shall not disturb Tenant’s occupancy of
the Premises. Tenant shall be permitted to access the Premises 24 hours a day,
seven days a week, 365 or 366 days a year, as the case may be.


 


36

















 


Section 19.7           Name. Tenant shall not, without the written consent of
Landlord, use the name of Perryville Corporate Park for any purpose other than
as the address of the business to be conducted by Tenant in the Premises, and
in no event shall Tenant acquire any rights in or to such names.


 


Section 19.8           Examination of Lease. Submission of this instrument for examination or signature to Tenant
does not constitute a reservation of or option for Lease, and it is not
effective as a Lease or otherwise until execution by and delivery to both
Landlord and Tenant.


 


Section 19.9           Time. Time is of the essence of this Lease and each and
all of its provisions.


 


Section 19.10         Defined Terms and Marginal
Headings. The words “Landlord” and “Tenant”
as used herein shall include the plural as well as the singular. If more than
one person is named as Tenant, the obligations of such persons are joint and
several. The marginal headings and titles to the articles of this Lease are not
a part of this Lease and shall have no effect upon the construction or
interpretation of any part hereof.


 


Section 19.11         Prior Agreements. This Lease and the letter of understanding executed pursuant to Section 2.5
hereof contain all of the agreements of the parties hereto with respect to any
matter covered or mentioned in this Lease, and no prior agreement,
understanding or representation pertaining to any such matter shall be
effective for any purpose. No provision of this Lease may be amended or added
to except by an agreement in writing signed by the parties hereto or their
respective successors in interest.


 


Section 19.12         Payment of and
Indemnification for Leasing Commissions. The parties
hereby acknowledge, represent and warrant that the only real estate broker or
brokers involved in the negotiation and execution of this Lease is that, or are
those named in Item I of the Basic
Lease Provisions; and that no other broker or person is entitled to any leasing
commission or compensation as a result of the negotiation or execution of this
Lease. Each party shall indemnify the other party and hold it harmless from any
and all liability for the breach of any such representation and warranty on its
part and shall pay any compensation to any other broker or person who may be
deemed or held to be entitled thereto. Landlord shall pay to the Brokers listed
in Item I their respective commissions earned with respect to this Lease
pursuant to separate agreements.


 


Section 19.13         Severability of Invalid
Provisions. If any provision of this
Lease shall be held to be invalid, void or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.


 


Section 19.14         Definition of the
Relationship Between the Parties. Landlord shall
not, by virtue of the execution of this Lease or the leasing of the Premises to
Tenant, become or be deemed a partner of or joint venturer with Tenant in the
conduct of Tenant’s business in the Premises or otherwise.


 


37

















 


Section 19.15         Lease Modification. Should any mortgagee require a modification of this
Lease, which modification will not bring about any increased cost or expense to
Tenant or in any other way materially change the rights and obligations of
Tenant hereunder, Tenant agrees that this Lease may be so modified by an
amendment to this Lease.


 


Section 19.16         Americans With Disabilities
Act (“ADA”). Landlord shall be
responsible for compliance with ADA in the Common Areas and Tenant shall be
responsible for compliance with ADA in the Premises; provided however, Tenant
shall be responsible for compliance with ADA in the applicable Common Areas in
the event (i) the conduct of Tenant’s business is unique to that of other
tenants in the Building and necessitates special requirements, or (ii) Tenant’s
improvements in the Premises thereby necessitate compliance with ADA in the
Common Areas.


 


Section 19.17         Estoppel Certificate. Tenant shall,
within ten (10) days following receipt of a written request from Landlord,
execute, acknowledge and deliver to Landlord or to any lender, purchaser or
prospective lender or purchaser designated by Landlord a written statement, in
the form attached hereto as Exhibit D
or in such other form as Landlord may reasonably request, certifying (i) that
this Lease is in full force and effect and unmodified (or, if modified, stating
the nature of such modification), (ii) the date to which rent has been
paid, (iii) that there are not, to Tenant’s knowledge, any uncured
defaults (or specifying such defaults if any are claimed), and (iv) any
other matters or state of facts reasonably required respecting the Lease or
Tenant’s occupancy of the Premises. Any such statement may be relied upon by
any prospective purchaser or mortgagee of all or any part of the Building. In
the event that Tenant fails to deliver to Landlord the aforesaid certificate
within the time period described hereinabove, then Landlord shall deliver a
second notice to Tenant requesting Tenant deliver the aforesaid certificate
within three (3) days after receipt of said second notice. In the event
that Tenant fails to deliver to Landlord the aforesaid certificate within the
time period described in the second notice, then Tenant herein unconditionally
agrees that it shall be liable on demand to pay Landlord the sum of $250.00 for
each day that Tenant is late in delivering the aforesaid certificate to
Landlord, such sum to be as and for Landlord’s full and complete liquidated and
agreed monetary damages suffered by reason of Tenant’s failure to timely
deliver an estoppel certificate to Landlord. In addition to the foregoing,
Landlord reserves the right to exercise any further rights or remedies
available to it under the Lease, at law or equity by reason of Tenant’s default
hereunder.


 


Section 19.18         Memorandum of Lease. Tenant shall not record this Lease or any memorandum or short form of
this Lease.


 


Section 19.19         Force Majeure. Except as otherwise provided for herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants and agreements hereunder on the part of Tenant to be performed shall
in no way be affected, impaired or excused because Landlord is unable to
fulfill or is delayed in fulfilling any of its obligations when such inability
or delay is occasioned by causes beyond its control, including, but not limited
to, war, invasion or hostility; work stoppages, boycotts, slowdowns or strikes;
shortages of materials, equipment, labor or energy; manmade or natural
casualties; adverse


 


38

















 


weather conditions or other acts of God; acts of omissions of
governmental or political bodies; or civil disturbances or riots.


 


Section 19.20         Financial Statements. During the Lease Term and any extensions thereof, Tenant shall, upon
request, provide to Landlord with a copy of Tenant’s most recent certified and
audited financial statements prepared as of the end of Tenant’s most recent
fiscal year. Such financial statements shall be prepared in conformity with
generally accepted accounting principles, consistently applied.


 


Section 19.21         Intentionally Omitted.


 


Section 19.22         Representations and
Warranties. The undersigned parties
represents and warrants to the other party that (i) it is duly organized,
validly existing and in good standing in accordance with the laws of the state
under which it was organized; (ii) all action necessary to authorize the
execution of this Lease has been taken; and (iii) the individual executing
and delivering this Lease on behalf of such party has been authorized to do so,
and such execution and delivery shall bind the executing party. Each party at
the other’s written request shall provide the requesting party with evidence of
such authority.


 


Section 19.23         Parking. Landlord shall provide to Tenant, at Tenant’s sole cost and expense,
4.1 unreserved parking spaces for every 1,000 square feet leased in the
Building’s parking lot, or 61 parking spaces.


 


Section 19.23         Intentionally Omitted.


 


Section 19.24         Security for Performance of
Tenant’s Obligations. Notwithstanding
any security deposit held by Landlord pursuant to Article 4, Tenant hereby
agrees that in the event of a default by Tenant, Landlord shall be entitled to
seek and obtain a writ of attachment and/or a temporary protective order and
Tenant hereby waives any rights or defenses to contest such a writ of
attachment and/or temporary protective order on the basis of the State of New
Jersey Code of Civil Procedure or any other related statute or rule.


 


Section 19.25.        Tenant’s Renewal Option. Provided no event of default has occurred by Tenant under this Lease
beyond the expiration of all applicable grace and/or cure periods expressly
provided for herein, Tenant shall have the option (the “Renewal Option”) to renew the Term of this Lease for an additional two (2) year
period (the “Renewal Period”).  If
Tenant desires to exercise the Renewal Option, Tenant must deliver written
notice (the “Renewal Notice”) to Landlord in accordance with Article 17
of this Lease no less than six (6) months prior to the Expiration Date,
otherwise, the Renewal Option will lapse and be deemed forever waived by
Tenant. The same terms and conditions as contained in this Lease will apply
during the Renewal Period, except the Base Rent will be as set forth below. Any
attempt by Tenant to exercise the Renewal Option by any method, at any time or
in any circumstances other than as specifically set forth herein will be null
and void and of no force or effect at the sole option and discretion of
Landlord. The Renewal Option is reserved to Tenant and Affiliates and will not
inure to the benefit of any assignees, sublessees, transferees, successors
and/or assigns of Tenant. During the Renewal Period, the Base Rent shall be as
follows:


 


39

















 


	
  Renewal Year

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  321,904.00

  	
   

  	
  $

  	
  26,825.33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  $

  	
  321,904.00

  	
   

  	
  $

  	
  26,825.33

  	
   

  



 


IN WITNESS WHEREOF, the parties
hereto have executed this Lease as of the day and year first above written.


 


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  CROWN PERRYVILLE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Crown NJ, LLC, Its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Davar Rad

  
	
   

  	
   

  	
  Name:

  	
  Davar Rad

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  INO THERAPEUTICS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd Durkin

  
	
   

  	
   

  	
  Name:

  	
  Todd Durkin

  
	
   

  	
   

  	
  Title:

  	
  VP Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  47-0931456 Pharmaceutical Manufacturers

  
	
   

  	
  Tenant’s Tax Identification Number

  



 


40














 


EXHIBIT A


 


THE
PREMISES


 


A-2-1

















 





 

















 


EXHIBIT B


 


LANDLORD’S
WORK


 


Landlord agrees to perform the following
improvements in the Premises, at Landlord’s sole cost and expense (collectively
“Landlord’s Work”):


 


1.             Repair or replace, as
mutually agreed to by Landlord and Tenant, all damaged or missing blinds with
Landlord’s Building-standard blinds


 


2.             Replace all existing light
bulbs in the Premises with new bulbs.


 


3.             Steam clean existing
restrooms adjacent to the Premises.


 


4.             Strip and reseal vinyl
flooring in IT room and kitchen space of the Premises.


 


5.             Repair the portions of the
drywall in the Premises that resulted from water damage. Such repair work will
occur in conjunction with the performance of Tenant’s Initial Alterations.


 


B-1

















 


EXHIBIT C


 


RULES AND
REGULATIONS


 


In the event of a conflict or inconsistency between
these rules and regulations and the Lease, the Lease shall control. All rules and
regulations shall be uniformly applied to all tenants of the Building.


 


1.             The sidewalks, entrances,
passages, courts, elevators, vestibules, stairways, corridors or halls of the
Building shall not be obstructed or used for any purpose other than ingress and
egress.


 


2.             No awnings or other
projections shall be attached to the outside walls of the Building. No
curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of each tenant’s leased premises other than
Landlord standard drapes without Landlord’s prior written approval. All
electric ceiling fixtures hung in offices or spaces along the perimeter of the
Building must be flourescent, of a quality, type, design and bulb color
approved by Landlord. Neither the interior nor the exterior of any windows
shall be coated or otherwise sunscreened without written consent of Landlord.


 


3.             No sign, advertisement,
notice or handbill shall be exhibited, distributed, painted or affixed by any
tenant on, about or from any part of each tenant’s leased premises or the
Building without the prior written consent of Landlord. In the event of the
violation of the foregoing by any tenant, Landlord may remove or stop same
without any liability, and may charge the expense incurred in such removal or
stopping to such tenant. Standard interior signs on doors and directory tablet
shall be inscribed, painted or affixed for each tenant by Landlord, and shall
be of a size, color and style acceptable to Landlord. The directory tablet will
be provided exclusively for the display of the name and location of tenants
only, and Landlord reserves the right to exclude any other names therefrom;
Nothing may be placed on the exterior of corridor walls or corridor doors other
than Landlord’s standard lettering.


 


4.             The sashes, sash doors,
windows, and doors that reflect or admit light and air into halls, passageways
or other public places in the Building shall not be covered or obstructed by
any tenant.


 


5.             The water and wash closets
and other plumbing fixtures shall not be used for any purpose other than those
for which they were constructed, and no sweepings, rubbish, rags, or other
substances shall be thrown therein. All damages resulting from any misuse of
the fixtures shall be borne by the tenant who, or whose subtenants, assignees
or any of their servants, employees, agents, visitors or licensees shall have
caused the same.


 


6.             No tenant shall mark, paint,
drill into, or in any way deface any part of such tenant’s leased premises or
the Building. No boring, cutting or stringing of wires or laying of linoleum or
other similar floor coverings shall be permitted, except with the prior written
consent of the Landlord and as the Landlord may direct.


 


C-1

















 


7.             No bicycles, vehicles, birds
or other animals of any kind shall be brought into or kept in or about the
tenant’s leased premises, and no cooking shall be done or permitted by any
tenant in its leased premises, except that the preparation of coffee, tea, hot
chocolate, food and similar items for tenants and their employees shall be
permitted provided power shall not exceed that amount which can be provided by
a 30 amp circuit. No tenant shall cause or permit any unusual or objectionable
odors to be produced or permeate its leased premises.


 


8.             No tenant shall use its
premises for manufacturing or for the storage of merchandise except as such
storage may be incidental to the permitted use of such leased premises. No
tenant shall occupy or permit any portion of its leased premises to be occupied
as an office for the manufacture or sale of liquor, narcotics, or tobacco in
any form, or as a medical office, or as a barber or manicure shop, or as an
employment bureau without the express written consent of Landlord. No tenant
shall use its leased premises shall not be used for lodging or sleeping or for
any immoral or illegal purpose.


 


9.             No tenant shall make, or
permit to be made any unseemly or disturbing noises or disturb or interfere
with occupants of this or neighboring buildings or premises or those having
business with them, whether by the use of any musical instrument, radio,
phonograph, unusual noise, or in any other way. No tenant shall throw anything
out of doors, windows or down the passageways.


 


10.           No tenant, subtenant or
assignee nor any of its servants, employees, agents, visitors or licensees,
shall at any time bring or keep upon its leased premises any inflammable,
combustible or explosive fluid, chemical or substance.


 


11.           No additional locks or bolts
of any kind shall be placed upon any of the doors or windows by any tenant, nor
shall any changes be made in existing locks or the mechanism thereof. Each
tenant must upon the termination of its tenancy, restore to the Landlord all
keys of stores, offices, and toilet rooms, either furnished to, or otherwise
procured by, such tenant and in the event of the loss of keys so furnished,
such tenant shall pay to the Landlord the cost of replacing the same or of
changing the lock or locks opened by such lost key if Landlord shall deem it
necessary to make such changes.


 


12.           All removals or the carrying
in or out of any safes, freight, furniture, or bulky matter of any description
must take place during the hours which Landlord shall reasonably determine from
time to time. The moving of safes or other fixtures or bulky matter of any kind
must be done upon previous notice to the superintendent of the Building and
under his supervision, and the persons employed by any tenant for such work
must be acceptable to Landlord. Landlord reserves the right to inspect all
safes, freight or other bulky articles to be brought into the Building and to
exclude from the Building all safes, freight or other bulky articles which
violate any of these Rules and Regulations or the Lease of which these Rules and
Regulations are a part. The Landlord reserves the right to prescribe the weight
and position of all safes, which must be placed upon supports approved by
Landlord to distribute the weight.


 


13.           No tenant shall purchase water,
ice, towel, janitorial or maintenance or other like services, from any person
or persons not approved by Landlord.


 


C-2

















 


14.           Landlord shall have the
right to prohibit any advertising by any tenant which, in Landlord’s opinion
tends to impair the reputation of the Building or its desirability as an office
location, and upon written notice from Landlord any tenant shall refrain from
or discontinue such advertising.


 


15.           Landlord reserves the right
to require all persons entering the Building between the hours of 6 p.m.
and 8 a.m. and at all hours on Sunday and legal holidays to register with
Landlord’s security personnel. Each tenant shall be responsible for all persons
entering the Building at tenant’s invitation, express or implied. Landlord
shall in no case be liable for damages for any error with regard to the
admission to or exclusion from the Building of any person. In case of an
invasion, mob riot, public excitement or other circumstances rendering such
action advisable in Landlord’s opinion, Landlord reserves the right without any
abatement of rent to require all persons to vacate the Building and to prevent
access to the Building during the continuance of the same for the safety of the
tenants and the protection of the Building and the property in the Building.


 


16.           Any persons employed by any
tenant to do janitorial work shall, while in the Building and outside of its
leased premises, be subject to and under the control and direction of the
superintendent of the Building (but not as an agent or servant of said
superintendent or of the Landlord), and such tenant shall be responsible for
all acts of such persons.


 


17.           All doors opening onto
public corridors shall be kept closed, except when in use for ingress and
egress.


 


18.           The requirements of each
tenant will be attended to only upon application to the Office of the Building.


 


19.           Canvassing, soliciting and
peddling in the Building are prohibited, and each tenant shall report and
otherwise cooperate to prevent the same.


 


20.           All office equipment of any
electrical or mechanical nature shall be placed by tenant in its leased
premises in settings which will, to the maximum extent possible, absorb or
prevent any vibration, noise and annoyance.


 


21.           No air conditioning unit or
other similar apparatus shall be installed or used by any tenant without the
written consent of Landlord.


 


22.           There shall not be used in
any space, or in the public halls of the Building, either by any tenant or
others, any hand trucks except those equipped with rubber tires and rubber side
guards.


 


23.           No vending machine or
machines of any description shall be installed, maintained or operated upon a
tenant’s leased premises without the written consent of Landlord.


 


24.           The scheduling of Tenant
move-ins shall be subject to the reasonable discretion of Landlord.


 


C-3

















 


EXHIBIT D


 


ESTOPPEL
CERTIFICATE


 


[Date]


 


Re:          Lease by                                               as
tenant (“Tenant”) for space at Perryville III at Perryville Corporate Park,
Hampton, New Jersey


 


Gentlemen:


 


The undersigned Tenant does hereby certify to you as
follows:


 


a.             The Lease consists only of
the documents identified in items (i) and (ii) on Schedule A attached
hereto (“Schedule A”).


 


b.             To Tenant’s knowledge, the
Lease is in full force and effect and has not been modified, supplemented, or
amended as indicated in Item 2 on Schedule A.


 


c.             Tenant has not given the
landlord written notice of any dispute between the landlord and Tenant or that
Tenant considers the landlord in default under the Lease.


 


d.             Tenant does not currently
claim any offsets or credits against rents payable under the Lease.


 


e.             Tenant has not paid a
security or other deposit with respect to the Lease, except as shown in Item (iii) on
Schedule A.


 


f.              Tenant has fully paid rent
on account of the month of
                                          ,                  ;
the current base rent under the Lease is as shown in Item (iv) on Schedule
A.


 


g.             Tenant has not paid any
rentals in advance except for the current month of
                      ,
                     .


 


h.             The term of the Lease will
terminate on the dates indicated in Item (v) on Schedule A.


 


D-1

















 


i.              Except as shown in Item (vi) on
Schedule A, Tenant has no right of first refusal, right of first offer, or
option to lease space in addition to the premises demised under the Lease.


 


 


	
   

  	
  [TENANT NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


D-2

















 


SCHEDULE
A


 


	
  (i.)

  	
  Lease:

  
	
   

  	
   

  
	
   

  	
  Landlord:

  	
   

  
	
   

  	
  Tenant:

  	
   

  
	
   

  	
  Suite #:

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  
	
  (ii.)

  	
  Modifications and/or Amendments

  
	
   

  	
   

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
  (iii.)

  	
  Security Deposit (currently held by Landlord)

  	
  $

  
	
   

  	
   

  
	
  (iv.)

  	
  Monthly Base Rent for current term of Lease

  	
  $

  
	
   

  	
   

  
	
  (v.)

  	
  Commencement Date:

  
	
   

  	
  Termination Date:

  
	
   

  	
   

  
	
  (vi.)

  	
  Right of first refusal or first offer or option to lease additional
  space

  
	
   

  	
  (if none, state “None”)

  
	
   

  	
   

  
	
   

  	
  If “yes”, does such right or option still exist or has such right or
  option been exercised or waived?

  
	
   

  	
   

  
	
   

  	
  Still
  Exists                Exercised                 Waived:                  

  
					



 


A-1

















 


EXHIBIT E


 


HVAC
Standards


 


(A)          Provide heating from, ventilating
and air conditioning, combining perimeter hot water distribution and a variable
air volume distribution system.


 


(B)           The HVAC system for the
Premises shall provide approximately the following basic design conditions:


 


1.             In Winter, 68 degrees F minimum
interior temperature with the control range of 2 degrees when outside
conditions are 0 degrees F.


 


2.             In summer, 78 degrees
maximum F.D.B. with control range of #2 degrees when outside conditions are 95
degrees F. dry bulb and 75 degrees F. wet bulb.


 


(C)           The above criteria are based
on a standard electrical load, including lighting, not to exceed 4.5 watts per
square foot for lighting and general receptacles in any one room or area, and
occupancy of one person per 150 square feet of usable area.


 


(D)          Concentrated loads beyond
stated and/or 24 hour operation will require the addition of secondary systems.


 


(E)           The aforesaid temperature
performance criteria are an approximation and Landlord shall have no liability
to Tenant in the event Landlord is unable to meet the aforesaid specifications.


 


A-1

















 


LEASE
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”), made this 24th day of October, 2010 (the “Effective Date”), by and between INO THERAPEUTICS LLC, a Delaware limited
liability company (“Assignor”),
and IKARIA, INC., a Delaware
corporation (“Assignee”).


 


RECITALS


 


A.            Assignor
is the tenant under that certain lease dated July 9, 2008 relating to
certain premises consisting of approximately 14,632 rentable square feet in the
building known as Perryville III at Perryville Corporate Park located at 53
Frontage Road, Perryville, New Jersey (the “Lease”).


 


B.            Assignor
desires to assign all of its right, title and interest in and to the Lease to Assignee,
and Assignee desires to assume all of Assignor’s rights, liabilities and
obligations in, to and under the Lease, in accordance with the terms
hereinafter set forth.


 


NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by each of the parties
hereto, intending to be legally bound, Assignor and Assignee do hereby agree as
follows:


 


1.             Assignment.
Assignor hereby assigns, gives, grants, bargains, sells, conveys, transfers and
sets over unto Assignee, its successors and assigns, as of the Effective Date
all of Assignor’s right, title and interest in and to the Lease, including
without limitation any security deposit presently held by the landlord under
the Lease.


 


2.             Assumption.
Assignee hereby accepts the foregoing assignment and, in consideration thereof,
Assignee hereby covenants and agrees that Assignee shall assume, observe,
perform, fulfill and be bound by all terms, covenants, conditions and
obligations of the Lease that are to be observed, performed and fulfilled by
the tenant named therein on and after the Effective Date in the same manner and
to the same extent as if Assignee were the tenant named therein.


 


3.             Indemnification.


 


(a)           Assignor
hereby indemnifies and agrees to defend and hold harmless Assignee from and
against any and all liability, loss, damage and expense, including, without
limitation, reasonable attorneys’ fees, that Assignee may incur under the Lease
by reason of any failure or alleged failure of Assignor to have complied with
or to have performed, before the Effective Date, all of the obligations of the
tenant under the Lease that were to be performed before the Effective Date.


 


(b)           Assignee
hereby indemnifies and agrees to defend and hold harmless Assignor from and
against any and all liability, loss, damage and expense, including without
limitation, reasonable attorneys’ fees, that Assignor may incur under the Lease
by reason of any failure or alleged failure of Assignee to comply with or to
perform, on or after the Effective Date, all of the obligations of the tenant
under the Lease that are to be performed on or after the Effective Date.


 


4.             Successors
and Assigns. The terms and conditions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


5.             Counterparts.
This Agreement may be executed in several counterparts, each of which shall constitute
one and the same instrument.


 


6.             Governing
Law. This Agreement shall be governed by and construed pursuant to the laws
of the State of New Jersey.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed on the day and year first set forth above.


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
  INO THERAPEUTICS LLC, a Delaware
  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Briggs

  
	
   

  	
  Name:

  	
  James Briggs

  
	
   

  	
  Title:

  	
  SVP, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IKARIA, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Briggs

  
	
   

  	
  Name:

  	
  James Briggs

  
	
   

  	
  Title:

  	
  SVP, Human Resources

  



 














 


AMENDMENT TO LEASE AGREEMENT


 


This
Amendment to Lease Agreement (this “Amendment”) is
made this 24th day of October, 2010 (the “Execution
Date”), by and between CROWN PERRYVILLE, LLC, a
Delaware limited liability company (“Landlord”) and IKARIA, INC., a Delaware corporation, as assignee of
INO Therapeutics LLC, a Delaware limited liability company (“Tenant”).


 


BACKGROUND


 


A.            Landlord and Tenant are
parties to a certain Lease dated July 9, 2008 (the “Lease”),
relating to certain premises consisting of approximately 14,632 rentable square
feet (the “Original Premises”) in the
Building known and identified as Perryville III at Perryville Corporate Park,
with an address of 53 Frontage Road, Perryville, New Jersey (the “Building”).


 


B.            Landlord and Tenant desire
to replace the Original Premises and expand Tenant’s space in the Building by
leasing the entire third floor of the Building consisting of an approximately
101,641 rentable square feet of space as shown on Exhibit A (the “Expansion Premises”) upon the terms and conditions
hereinafter set forth.


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:


 


1.             Defined
Terms; Recitals.  All terms
used herein and not otherwise defined shall have the meanings ascribed to them
in the Lease.  The recitals set forth
hereinabove are expressly incorporated into the body of this Amendment by
reference.  From and after the date
hereof, any reference to the “Lease” shall mean, except to the extent the
context otherwise requires, the Lease as amended hereby.


 


2.             Surrender
of Original Premises.  On June 30,
2011 (the “Surrender Date”), Tenant shall
forever surrender and relinquish to Landlord any and all of its interests,
including rights of possession, in the Original Premises.  On or before the Surrender Date, Tenant shall
vacate the Original Premises, and shall deliver same to Landlord in broom-clean
condition in the manner and condition required under the Lease at the end of
the term thereof.  Tenant shall also be
responsible, at Tenant’s sole cost and expense for the removal of all cabling,
telephone and internet wiring from and within the Original Premises.  As of the Surrender Date and after Tenant
vacates the Original Premises in accordance with the terms and conditions of
the Lease and this Amendment, Landlord and Tenant shall be deemed to have
forever mutually released the other, their successors and/or assigns, from and
against any claims, obligations and liabilities of whatever kind or nature
whatsoever, thereafter arising out of or in connection with the Original
Premises, except for those items of Base Rent and Additional Rent that have
accrued prior to the Surrender Date but have not been billed to Tenant as of
the Surrender Date.


 


3.             Expansion
of Demised Premises. 
Effective as of June 1, 2011 (the “Expansion
Premises Commencement Date”), Landlord leases to Tenant the
Expansion Premises, subject to the terms and conditions of the Lease as amended
by this Amendment.  From and after the
Expansion Premises Commencement Date:


 


(a)           The Expansion
Premises shall be referred to as the Premises.


 


(b)           The Rentable
Area of the Premises shall be deemed to consist of 101,641 rentable square feet
on the third floor of the Building, and Tenant’s Building Expense Percentage
shall be 35.23%.


 


(c)           Tenant’s
Electrical Inclusion Amount shall be increased to $279,512.75 per annum payable
in equal monthly installments of $23,292.73 (based on $2.75 per rentable square
foot) and subject to adjustment as provided in Section 3.3 of the Lease.


 


(d)           The Expiration
Date of the Lease shall be June 30, 2021.


 


(e)           The Base Year
shall be the calendar year 2011.


 


1

















 


(f)            Tenant shall
not be required to maintain a Security Deposit for the Premises and the
Security Deposit currently held by Landlord in the amount of $25,606.00 shall
be credited against a portion of Tenant’s June 2011 monthly Base Rent
payment.


 


4.             Base
Rent. Anything to the contrary in the Lease
notwithstanding, from and after Expansion Premises Commencement Date, all Base
Rent shall be calculated as set forth below. 
Effective as of the Expansion Premises Commencement Date, Base Rent for
the Premises shall be as follows:


 


	
  Period

  	
   

  	
  Annual Base Rent

  Rate per RSF

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6/1/2011-6/30/2016

  	
   

  	
  $

  	
  12.00

  	
   

  	
  $

  	
  1,219,692.00

  	
   

  	
  $

  	
  101,641.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7/1/2016-6/30/2021

  	
   

  	
  $

  	
  15.00

  	
   

  	
  $

  	
  1,524,615.00

  	
   

  	
  $

  	
  127,051.25

  	
   

  



 


5.             Early
Access. Landlord shall deliver the Expansion Premises to
Tenant with its current improvements on or before December 1, 2010 (the “Delivery Date”).  As
of the Delivery Date, Landlord represents and warrants that all base Building
electrical, mechanical and life safety systems will be in good working order
and in compliance with all Applicable Laws including, without limitation, the
Americans with Disabilities Act of 1990 and NFPA 101, “Code for Safety to Life”
and Landlord covenants to make any improvements to the Building necessary in
order to ensure the Building is in compliance with all Applicable Laws.  From the Delivery Date through the Expansion
Premises Commencement Date (the “Early Occupancy Period”)
Tenant shall be given access to the Expansion Premises for the purposes of  (a) performing space planning, (b) developing
design drawings and (c) completing the Tenant Work (as defined below) and
installing Tenant’s furniture, fixtures and equipment.  Access to the Expansion Premises during the
Early Occupancy Period for such purposes shall be subject to all terms and
conditions of the Lease, including without limitation Tenant’s obligation to
maintain insurance for the Expansion Premises in accordance with and as
required by Article 9 of the Lease. 
Tenant shall not be liable for any charges or expenses in connection
with Tenant’s occupancy of the Expansion Premises (including, without
limitation, charges for electric, elevator use, loading dock access, parking,
water and sewer) during the Early Occupancy Period.


 


6.             Tenant
Construction.  Anything to
the contrary contained in Section 7.3(a) of the Lease notwithstanding,
Tenant shall have the right to complete certain improvements to the Building as
set forth on Exhibit B and such other improvements relating to the
initial fit-out of the Expansion Premises approved by Landlord which approval
shall not be unreasonably withheld, conditioned or delayed (the “Tenant Work”).  If
Tenant desires to complete any improvements not listed on Exhibit B,
Tenant shall submit a proposal for such additional improvements to Landlord for
Landlord’s approval, which approval shall not be unreasonably withheld,
conditioned or delayed.  Landlord shall
have a period of 5 business days to approve such plans or to identify any
modifications to such plans reasonably required by Landlord.  If Landlord fails to respond to Tenant’s
proposal within such 5 business day period, Tenant’s proposal shall be deemed
approved.  The Tenant’s Work shall be
constructed in accordance with Sections 7.3(b) and 7.3(c) of the
Lease, in a good and workmanlike manner and in compliance with Applicable
Laws.  Landlord shall not be entitled to
any supervisory, administrative or other review fee in connection with the
Tenant Work.  Anything to the contrary in
Section 2.6 of the Lease notwithstanding, upon expiration or earlier
termination of the Lease, Tenant shall have no obligation to restore the
Premises or to remove any improvements installed in connection with the Tenant
Work.


 


7.             Security.  In connection with the Tenant Work, Tenant
shall install a video monitor at the existing reception desk in the lobby of
the Building to create a security station and Tenant shall have the 


 


2

















 


right
at Tenant’s sole cost and expense, during the Lease Term, to staff such
security station with Tenant’s personnel or security personnel employed or
contracted by Tenant (“Tenant’s Security Staff”).  Tenant or security personnel contracted for
by Tenant, as applicable, shall be required to maintain insurance for Tenant’s
Security Staff as required by Article 9 of the Lease.  Tenant’s Security Staff shall have access to
the Building 24 hours a day, 7 days a week, and shall direct invitees of other
tenants in the Building to the appropriate suites.


 


8.             Parking. From and
after the Expansion Premises Commencement Date, Section 19.23 of the Lease
will be deleted in its entirety and the following inserted in lieu thereof:


 


“Landlord
shall provide to Tenant 4.5 unreserved parking spaces for every 1,000 square
feet leased in the Building.  Not less
than 30% of the spaces allocated to Tenant shall be reserved parking spaces
adjacent to the Building entrance.”


 


9.             Utilities
and Other Building Services. Section 6.1(A) of
the Lease is hereby modified to provide that HVAC shall be furnished to the
Expansion Premises between the hours of 8:00 am and 9:00 pm, Monday through
Friday, and 8:00 am to 1:00 pm on Saturday of each week except legal
holidays.  In the event Tenant requires
after-hours HVAC, Tenant shall notify Landlord not less than twenty-four (24)
hours prior to Tenant’s need for same. 
Such after-hours HVAC shall be provided by Landlord free of charge.


 


10.           NAICS
Number/Tax Identification Number.  Tenant’s NAICS number as set forth in Section 18(C) of
the Lease is hereby deleted and the number “325410” inserted in lieu
thereof.  The reference to Tenant’s tax
identification number set forth on the signature page of the Lease is
hereby deleted and the “Tax Identification Number 208617785” inserted in lieu
thereof.


 


11.           Default
by Landlord and Remedies of Tenant.  From and after the Expansion Premises Commencement
Date, Section 15.3 of the Lease will be deleted in its entirety and the
following inserted in lieu thereof:


 


“It
shall be a default under and breach of this Lease by Landlord if it shall fail
to perform or observe any term, condition, covenant or obligation required to
be performed or observed by it under this Lease for a period of 30 days after
notice thereof from Tenant; provided, however, that if the term, condition,
covenant or obligation to be performed by Landlord is of such nature that the same
cannot reasonably be performed within such 30 day period, such default shall be
deemed to have been cured if Landlord commences such performance within said 30
day period and thereafter diligently undertakes to complete the same completes
the required action within a reasonable time, but not more than 60 days after
Tenant’s notice in any event.  Anything
to the contrary contained herein notwithstanding, no written notice shall be required in the event of an emergency which
threatens imminent loss of property or injury to persons (although Tenant shall
provide oral notice to Landlord at such time as is reasonable under the
circumstances) and Tenant shall have the right to cure such condition
immediately.   If Landlord fails to cure
any default as and when required hereunder, Tenant may, in addition to all
other remedies now or hereafter afforded or provided by law, perform such
covenant or agreement for or on behalf of Landlord, or otherwise cure any such
default, and any reasonable and necessary amount which Tenant shall advance
pursuant thereto shall be repaid by Landlord to Tenant within 30 days after
written demand therefore, and in
the event Landlord does not so reimburse Tenant within such time period,
Tenant may deduct from Base Rent and Additional Rent (if any) payments owed
under this Lease the amount equal to the cost and expenses incurred by Tenant
therefor.”


 


3

















 


12.           Termination
Right.  As a
condition to the effectiveness of this Amendment, Tenant must obtain approvals
from the local municipality for Tenant’s proposed improvements to, and use of,
the Expansion Premises including, without limitation, building permits
necessary to complete the Tenant Work. 
If Tenant does not obtain such approvals, Tenant shall have the right to
terminate this Lease by delivering written notice to Landlord on or before December 31,
2010 and, upon delivery of such notice of cancellation, this Amendment shall be
deemed null and void and of no further force or effect, and neither Landlord
nor Tenant shall have any obligation or liability to the other except as set
forth in the Lease prior to amendment hereby. 
For the avoidance of doubt, upon cancellation of this Amendment pursuant
to this Section 12, the Lease shall continue in full force and effect with
respect to the Original Premises upon the terms and conditions of the Lease
prior to modification hereby.  In the
event any Tenant Work is performed during the Early Occupancy Period, Tenant
shall, at Tenant’s sole cost and expense, remove such Tenant Work and restore
the Expansion Premises to substantially the same condition as existed prior to
the Delivery Date, subject to any damage from casualty and condemnation.


 


13.           Exit
Right.  Tenant
shall have the right to terminate the Lease (the “Exit Right”)
as of June 30, 2016 (the “Exit Date”);
provided, however, that Tenant must deliver to Landlord (i) a written
notice (the “Exit Notice”), of its intent to
exercise its Exit Right on or before June 30, 2015, which Exit Notice must
be delivered by Tenant to Landlord in accordance with Section 17.1 of the
Lease, and (ii) an amount, as calculated by Landlord, equal to the
unamortized portion of the leasing commissions paid by Landlord to the Brokers
(as defined below) in connection with this Amendment together with 10% interest
on such amount (the “Exit Payment”).  Such amortization shall be on a straight-line
basis over the period beginning July 1, 2011 and ending on the Expiration
Date.  The Exit Payment must be delivered
to Landlord on or before the Exit Date. 
If Tenant timely and properly exercises the Exit Right, Tenant shall
vacate the Premises and deliver possession thereof to Landlord in the condition
required by the terms of the Lease on or before the Exit Date and Tenant shall
have no further obligations under the Lease except for those accruing prior to
the Exit Date and those which, pursuant to the terms of the Lease, survive the
expiration or early termination of the Lease. If Tenant does not deliver to
Landlord the Exit Notice and the Exit Payment within the time periods provided
for in this paragraph, Tenant shall be deemed to have waived its Exit Right.


 


14.           Expansion
Option.  Commencing
on the Expansion Premises Commencement Date and continuing through the
Expiration Date (the “Expansion Option Period”),
Tenant shall have the right and option, subject and subordinate to similar
rights of other tenants in the Building existing as of the Execution Date (the “Expansion Option”), to lease additional vacant space on the
2nd floor of the Building (the “Option Premises”)
for the remainder of the Lease Term, on the terms and conditions then in effect
under the Lease.  The Expansion Option
shall be exercised only by written notice from Tenant to Landlord (the “Expansion Notice”) not less than 60 days prior to the
intended commencement date as to such space (the “Option
Commencement Date”).  Within
30 days of Tenant’s delivery of the Expansion Notice, Landlord and Tenant shall
execute an amendment to the Lease adding the Option Premises to the Premises on
the same terms and conditions as set forth in the Lease except as follows:


 


(a)           The square footage of the
Premises shall be increased by the square footage of the Option Premises.


 


(b)           The amendment shall be
effective as of the Option Commencement Date and the term of the Lease as to
the Option Premises shall expire on the Expiration Date.


 


(c)           Tenant’s Building Expense
Percentage shall be proportionally adjusted to include the Option Premises.


 


(d)           Landlord shall deliver the
Option Premises to Tenant in its “as-is” condition.


 


4

















 


15.           Right
of First Refusal.  In the event that Landlord intends to accept
a written proposal (the “Pending Deal”)
to lease to any third party space in the Building (the “Right of
First Refusal Space”), Landlord shall deliver to Tenant written
notice (the “Pending Deal Notice”) of the
existence and the terms of such Pending Deal. 
Within 5 days after Tenant’s receipt of the Pending Deal Notice, Tenant
shall deliver to Landlord written notice (the “Space
Acceptance Notice”) if Tenant elects to lease the Right of First
Refusal Space. Tenant’s right to receive the Pending Deal Notice and election
to lease or not lease the Right of First Refusal Space pursuant to this
section, which are subject and subordinate to similar rights of other tenants
in the Building existing as of the Execution Date, is hereinafter referred to
as the “Right of First Refusal.” If Tenant
elects to lease the Right of First Refusal Space described in the Pending Deal
Notice by delivering the Space Acceptance Notice to Landlord within the
required 5 day period, Landlord shall deliver to Tenant, within 10 days of
receiving the Space Acceptance Notice, a proposed amendment to the Lease
incorporating the terms and conditions set forth in the Pending Deal Notice and
any other terms agreeable to Landlord and Tenant. If Tenant elects not to
exercise the Right of First Refusal, Landlord shall be free to lease the Right
of First Refusal Space pursuant to the terms and conditions set forth in the
Pending Deal Notice; provided, however, Landlord shall not be permitted to
lease such Right of First Refusal Space to any third party at a rental rate
that is less than 90% of the rental rate specified in the Pending Deal Notice
without first offering to lease such Right of First Refusal Space to Tenant
upon such economic terms.  Should Tenant
waive the Right of First Refusal with regard to any Right of First Refusal
Space described in a Pending Deal Notice, the Right of First Refusal with
regard to such Right of First Refusal Space shall nevertheless be reinstated if
the transaction described in the Pending Deal Notice is terminated and if the
transaction described in the Pending Deal Notice is consummated, Landlord shall
notify Tenant, when the Right of First Refusal Space next becomes available for
lease.


 


16.           Cafeteria
Service. At all times during the Lease Term, subject to
periodic closure for repairs, Landlord shall provide a first class, full
service sit down cafeteria from 7:00 a.m. through 2:00 p.m., Monday
through Friday (the “Cafeteria Hours”).  On or before the Expansion Premises
Commencement Date, Landlord shall paint the cafeteria and replace the current
carpeted flooring surfaces.  In addition,
Landlord and Tenant shall cooperate to identify any additional improvements
that are necessary or desirable in order to renovate the cafeteria space.  Landlord’s property manager shall meet with
Tenant’s representative to discuss Tenant’s requirements relating to the
cafeteria.  The cafeteria shall be
operated by a reputable cafeteria operator (of the kind and quality of Aramark
or a similar institutional operator).  If
Tenant determines the service provided by the current cafeteria operator is
deficient, Landlord shall select a new cafeteria operator, subject to Tenant’s
reasonable approval, Tenant shall be responsible for all fees, charges and
penalties associated with the termination of the then current operator provided
that Tenant approves such charges in advance and elects to continue with the
termination.  Upon notice of not less
than 1 business day to Landlord, Tenant shall have the right to use the
cafeteria outside of Cafeteria Hours for company events and presentations and “town
hall” meetings at no additional cost to Tenant. 
Tenant shall have the right to install audio visual equipment at Tenant’s
sole cost and expense if Tenant elects to use the cafeteria for events and
presentations.


 


17.           Fitness
Center.  At all
times during the Lease Term, subject to periodic closure for repairs, Landlord
shall provide a fitness center (the “Fitness Center”)
for use by tenants of the Building.  The
Fitness Center shall be equipped with fully functioning machinery and weights
(which shall be replaced as appropriate from time to time in order to ensure
that the Fitness Center is, at all times, equipped with state of the art
equipment) and shall otherwise be maintained in a first class manner.  The Fitness Center shall include men’s and
women’s locker rooms and shower facilities. 
The costs of operating the Fitness Center shall be included in the
Operating Expenses; provided, however, that Landlord shall not make a profit
from the operation of the Fitness Center, and neither Tenant nor Tenant’s
employees shall be required to pay any fees for the use of the Fitness Center.
The use of the Fitness Center by Tenant and Tenant’s employees shall be subject
to Landlord’s Rules and Regulations set forth 


 


5

















 


in
the Lease, as same may be amended from time to time during the Lease Term.  To the extent that adjacent space is
available in the Building and expansion is possible without disturbing
corridors, Tenant shall have the right to expand the Fitness Center by up to
2,500 rentable square feet, subject to Landlord’s approval which approval shall
not be unreasonably withheld, conditioned or delayed.


 


18.           Signage.  The provisions of Section 5.2(D) of
the Lease notwithstanding, Tenant shall be permitted, at its sole cost and
expense and subject to Landlord’s reasonable approval, to install signs on the
exterior of the Building and a monument sign for the Building displaying Tenant’s
trade name, provided and on the condition that Tenant shall obtain any
necessary permits for said signs. 
Throughout the Lease Term, Tenant shall pay for all electricity (if any)
consumed by said sign, and shall maintain said signs in good condition and
repair.  Upon the expiration or
termination of the Lease Term, Tenant, at its sole cost and expense, shall
remove such signs and repair any damage to the Building.


 


19.           NJEDA
Grants.  Tenant
submitted its application to the New Jersey Economic Development Authority (“NJEDA”) for a business employer incentive grant (the “Grant”) pursuant to the New Jersey Business Employment
Incentive Act, 34 N.J.S.A. §§1B-124 et. seq., in connection with the operation
of its business at the Premises. 
Landlord shall, at no cost or expense to Tenant, reasonably cooperate
with Tenant and execute such documents and applications as reasonably required
for Tenant to obtain the Grant.


 


20.           Subordination. Section 14.2
of the Lease is hereby deleted in its entirety. 
Landlord shall obtain a subordination non-disturbance agreement for the
benefit of Tenant on a form of agreement reasonably acceptable to Tenant (the “SNDA”) within 60 days following the Execution Date.  If Landlord fails to obtain the SNDA within
such 60 day period, all payments of Base Rent and Additional Rent payable under
the Lease shall be deposited into an escrow account until such time as Landlord
provides the required SNDA and, upon Tenant’s receipt of a fully executed SNDA,
all escrowed amounts shall be released to Landlord.  Notwithstanding the foregoing, the holder of
any mortgage may at any time subordinate its mortgage to the Lease, without
Tenant’s consent, by notice in writing to Tenant.  Thereupon the Lease shall be deemed prior to
such mortgage without regard to their respective dates of execution and
delivery, and such mortgagee shall have the same rights with respect to the
Lease as though the Lease had been executed prior to the execution and delivery
of the mortgage and assigned to such mortgagee. 
As a condition to the subordination of the Lease to any future mortgage
or ground lease, Landlord shall obtain, for the benefit of Tenant, a SNDA from
every mortgagee to which Landlord grants a mortgage of the Building and from
every ground lessor that may hereafter acquire title to the land upon which the
Building is constructed.  Each SNDA shall
be acceptable to Tenant in both form and substance and shall be recorded at
Landlord’s sole cost.  Without limiting
the generality of the foregoing, the mortgagee shall acknowledge shall agree to
be subject to the rights of offset contained herein should default in the
performance of Landlord’s obligations under the Lease.


 


21.           Renewal
Rights.  Section 19.25
of the Lease is hereby deleted in its entirety. 
From and after the Expansion Premises Commencement Date, Tenant shall
have no rights to renew the Lease or extend the term beyond the Expiration
Date.


 


22.           Estoppel.  Landlord and Tenant hereby acknowledge that,
as of the date of this Amendment there are no existing defaults in the
performance of the respective obligations of Landlord and Tenant under the
Lease nor is there any fact or condition which, with notice or lapse of time or
both, will become such a default.


 


23.           Authority.  Individuals signing this Amendment on behalf
of either party represent and warrant that they are authorized to bind that
party.


 


6

















 


24.           Brokers.  Tenant and Landlord each represent and
warrant to the other that CBRE Richard Ellis, Inc. (“Landlord’s
Broker”), and Jones Lang Lasalle, Inc. (“Tenant’s
Broker” and together with Landlord’s Broker, the “Brokers”) are the only brokers or finders with whom either
has had any dealings, negotiations or consultations on behalf of Tenant
relating to this transaction, and that no other broker or finder took any part
in any dealings, negotiations or consultations relating to this amendment.  Brokers shall be paid a commission by
Landlord in accordance with a separate written commission agreement between
Brokers and Landlord.  Landlord and
Tenant each agrees to be responsible for, indemnify, defend and hold harmless
the other from and against all costs, fees (including, without limitation,
attorney’s fees), expenses, liabilities and claims incurred or suffered by the
other arising from any breach by Landlord or Tenant of the foregoing
representation and warranty.


 


25.           Entire
Agreement.  This Amendment (including all exhibits
attached hereto), together with the Lease (including all exhibits attached
thereto), constitute the entire agreement of Landlord and Tenant with respect
to the subject matter hereof, and may not be contradicted by any prior or
contemporaneous representation, statement or agreement of the parties relating
to the subject matter hereof, and may not be modified except by a written
instrument executed by the parties hereto.


 


26.           Binding
Effect.  Except as
expressly modified hereby, the Lease shall remain in full force and effect in
accordance with its terms.  This
Amendment shall be binding on the parties’ successors and assigns.


 


27.           Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when taken together shall be deemed to be one
and the same instrument.  For purposes of
the execution hereof by the parties, signatures transmitted by facsimile or
email shall be deemed to constitute originals.


 


28.           Governing
Law. This Amendment shall be governed by and construed pursuant to the
laws of the State of New Jersey.


 


29.           Effectiveness.  Submission of this Amendment for review,
examination or signature does not constitute an obligation by Tenant to lease
the Expansion Premises.  This Amendment
shall not become effective as an agreement, nor shall Landlord or Tenant have
any obligation hereunder, unless and until this Amendment has been executed by
and delivered to both parties.


 


[SIGNATURE PAGE FOLLOWS]


 


7

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.


 


	
  TENANT

  	
   

  	
  LANDLORD

  
	
   

  	
   

  	
   

  
	
  IKARIA, INC., a Delaware
  corporation

  	
   

  	
  CROWN PERRYVILLE, LLC, a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Briggs

  	
   

  	
  By:
  Crown NJ, LLC, Its Managing Member

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  James
  Briggs

  	
   

  	
  By:

  	
  /s/
  Davar Rad

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP,
  Human Resources

  	
   

  	
  Name:

  	
  Davar Rad

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Member

  



 


8

















 


EXHIBIT A


EXPANSION PREMISES


 





 


9

















 


EXHIBIT B


INITIAL TENANT IMPROVEMENTS


 


1.             Tenant shall have the right
to provide alterations to the general lobby area, including updating of
security scanning monitors, at Tenant’s expense with approval by Landlord.


 


2.             Tenant is allowed to install
and maintain, security modifications to include badge access readers for all
access points, including elevator access to the third floor and all access
doors.  Landlord will have access to
Tenant’s space.


 


3.             Tenant will be allowed to
install and maintain a separate generator, at an outside location to be agreed
with Landlord, for emergency support for Tenant’s sole purposes, provided
Tenant obtains all required permits for the installation and the installation
complies with all Applicable Laws.


 


4.             Pending final design, Tenant
will be allowed to make any interior alternations, including structural
alterations subject to Landlord’s prior approval, which will not be
unreasonably withheld, during its initial improvements to the Expansion
Premises.


 


10