paved and landscaped areas, asdepicted on Exhibit “A” attached hereto, together with all existing beneficialeasements and appurtenances of record related thereto The square footage figure for theBuilding, as recited in this Section 1.04, is approximate. Upon SubstantialCompletion (as defined in Article Fourteen below) of the Building ShellImprovements (defined in Article Fourteen below), the architect of record shall,for the benefit of both Landlord and Tenant, perform a final measurement of the Building inaccordance with the industry standard “dripline” measurement method utilized for similarbuildings in the Atlanta, Georgia metropolitan area and certify the actual square footageof the Building for approval by Landlord and Tenant. The lesser of (a) 160,000 or (b) thesquare footage calculated by the architect of record and approved by Landlord and Tenantwill constitute the rentable square footage of the Property under this Lease for allpurposes, including without limitation, the calculation of Base Rent. Consistent with theabove, Landlord and Tenant shall execute an amendment to this Lease setting forth theactual square footage of the Building and confirming any necessary adjustment to the amountof monthly Base Rent payable by Tenant, substantially in the form attached as Exhibit“E” to this Lease. The Property is part of a larger commercial development known asMajestic Airport Center III, which is more particularly described on Exhibit “A-1”attached hereto (the “**Project**”).     Section 1.05. **Term**.          (a) **Lease Term**: Ten (10) years and six (6) months.          (b) **Lease Commencement Date**: The Lease Commencement Date (as defined in Section 2.01below) of the initial Lease Term shall be sixty (60) days following Substantial Completion of theBuilding Shell Improvements, or January 1, 2010, whichever is later. The date of SubstantialCompletion of the Building Shell Improvements is estimated to be November 1, 2009 (the “**EstimatedBuilding Shell Substantial Completion Date**”); accordingly, the Lease Commencement Date isestimated to be January 1, 2010. Upon determination of the actual Lease Commencement Date,Landlord and Tenant shall promptly execute a Confirmation of Initial Lease Term and Amendment toLease, substantially in the form of that attached as Exhibit “E” to this Lease.          (c) **Lease Expiration Date**: The expiration date of the initial Lease Term shall be the last dayof the one hundred and twenty-sixth (126th) calendar month following the month in which the LeaseCommencement Date falls.     Section 1.06. **Permitted Uses**: (See Article Five) Only for research and development,manufacture and implementation of therapeutics, and related warehousing, distribution, and officeadministration. If a change of use is proposed, including any change of use in connection with aproposed Transfer (defined below), Landlord agrees not to unreasonably withhold, condition, ordelay its approval of such changed use so long as such changed use (a) complies with the terms ofSection 5.01 this Lease and (b) is similar to other uses permitted by Landlord in theProject, or is a use permitted by affiliates of Landlord in like projects located in the Atlanta,Georgia metropolitan area.     Section 1.07. **Security Deposit**: (See Section 3.03) $52,908.76.     Section 1.08. **Tenant’s Guarantor**: None.     Section 1.09. **Brokers**: (See Article Thirteen)       Landlord’s Broker: Majestic Realty Co.    13191 Crossroads Parkway North    Sixth Floor    City of Industry, California 91746       Tenant’s Broker: Jones Lang LaSalle Americas, Inc.    3344 Peachtree Road, NE, Suite 1900    Atlanta, Georgia 30326   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 1.10. **Rent and Other Charges Payable by Tenant**:          (a) BASE RENT: Lease Term Monthly Installment of Base Rent      Lease Months 1 through 6 $0.00 Lease Months 7 through 66 $52,908.76 Lease Months 67 through 126 $59,392.68 Notwithstanding any language in this Lease to the contrary, if a rental adjustment date specifiedin this Section 1.10(a) (or elsewhere in this Lease) falls on a date other than the firstday of a calendar month, then such rental adjustment date shall be deemed to be the first day ofthe calendar month immediately following the month in which the rental adjustment date falls, andthe amount of Base Rent payable by Tenant under this Lease shall be adjusted effective as of suchlater date; provided, however, that if any rent payable by Tenant is abated at the beginning of theLease Term, the above language shall not lengthen such period of rent abatement.          (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (see Section 4.02 below); (ii)Utilities (see Section 4.03 below); (iii) Insurance Premiums (see Section 4.04below); (iv) maintenance services (see Section 4.05 below); and (v) Maintenance, Repairsand Alterations (see Article Six below).**ARTICLE TWO LEASE TERM** ****     Section 2.01. **Lease of Property for Lease Term**. The term of this Lease (the “**Lease Term**”)shall be as set forth in Section 1.05(a) above, shall commence on the date (the “**LeaseCommencement Date**”) set forth in Section 1.05(b) above, and shall terminate on the date(the “**Lease Expiration Date**”) set forth in Section 1.05(c) above, unless sooner terminatedor extended as expressly provided in this Lease. The terms and provisions of this Lease shall beeffective as of the date of this Lease, except for the provisions of this Lease relating to thepayment of Rent.     Section 2.02. **Delay in Commencement**. Landlord shall not be liable to Tenant if Landlord doesnot deliver possession of the Property to Tenant on the Estimated Building Shell SubstantialCompletion Date. Landlord’s non-delivery of the Property to Tenant on that date shall not affectthis Lease or the obligations of Tenant under this Lease, except that (a) if the actual BuildingShell Substantial Completion Date does not occur by December 1, 2009 Tenant shall be entitled tothe abatement of one (1) day of Base Rent for each day of delay, and if the delay continues beyondDecember 31, 2009, then Tenant shall be entitled to the abatement of two (2) days of Base Rent foreach day of delay beyond such date, and (b) the Lease Commencement Date shall be delayed until adate sixty (60) days following Landlord’s delivery of possession of the Property to Tenant (unlesssuch delay is the result of a Tenant Delay, as defined in Section 14.02 below) and theLease Term shall be extended for a period equal to the delay in delivery of full possession of theProperty to Tenant following Substantial Completion of the Building Shell Improvements, plus thenumber of days necessary to end the Lease Term on the last day of a month. Subject to any TenantDelay, if Landlord does not deliver possession of the Property to Tenant within one hundred twenty(120) days after December 1, 2009, Tenant may elect to cancel and terminate this Lease by givingwritten notice to Landlord within ten (10) days after the one hundred twenty (120)-day period ends.If Tenant gives such notice, this Lease shall be canceled and terminated, and neither Landlord norTenant shall have any further obligations to the other, excepting only those obligations which haveaccrued prior to or which expressly survive termination of this Lease. If Tenant does not timelygive such notice, Tenant’s right to cancel and terminate this Lease shall expire and the Lease Termshall commence sixty (60) days following upon the delivery of possession of the Property to Tenant.Consistent with the terms of Section 1.05(b) above, Landlord and Tenant shall, upon suchdelivery, execute an amendment to this Lease setting forth the actual Lease Commencement Date andLease Expiration Date, substantially in theform attached as Exhibit “E” to this Lease, which Tenant shall execute and return toLandlord within five (5) days after receipt from Landlord. Failure to execute such amendment shallnot affect the actual Lease Commencement Date and Lease Expiration Date. The failure of Tenant totake possession of or to occupy the Property shall not serve to relieve Tenant of any obligationsarising on the Lease Commencement Date, and shall not delay the payment of rent by Tenant.Landlord shall be deemed to have delivered possession of the Property to Tenant upon SubstantialCompletion of the Building Shell Improvements and written notice to Tenant regarding the same,regardless of whether Tenant actually takes possession of the Property on such date. Tenant shallnot be liable for payment of any Additional Rent until the Lease Commencement Date.     Section 2.03. **Early Occupancy**. Tenant shall have the right of early occupancy of the Propertyon or about October 1, 2009, subject to (a) full execution of this Lease, (b) Landlord’s receipt ofall deposits and the initial monthly   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
installment of Base Rent, (c) Landlord’s and Tenant’s receiptof any necessary governmental permits, approvals, or consents, (d) Landlord’s prior writtenapproval of Tenant’s proposed schedule describing the timing and specific purpose of Tenant’s earlyoccupancy, and (e) all of the terms and conditions of this Lease (including, but not limited to,the insurance provisions of Section 4.04 below), with the exception of the payment of BaseRent and Additional Rent. Such early occupancy shall be for the sole purpose of constructing theTenant Improvements (defined in Article Fourteen below) and preparing the Property forTenant’s use, including the installation of furnishings, furniture, and equipment. During suchperiod, Tenant shall assume all risk of loss to Tenant’s equipment and other personal property.Tenant’s occupancy during this period shall not interfere with construction of the Building ShellImprovements by Landlord’s contractor, and in the event Tenant’s occupancy does so interfere,Tenant agrees to cease all construction or other activity until Landlord’s contractor has completedits work. Tenant’s early occupancy of the Property shall not advance the Lease Expiration Date.     Section 2.04. **Holding Over**. If Tenant holds over after the expiration of the Lease Termhereof, with or without the express or implied consent of Landlord, such tenancy shall be frommonth-to-month only, and shall not constitute a renewal hereof or an extension for any furtherterm, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fiftypercent (150%) of the Base Rent applicable immediately before the expiration of the Lease Term.Such month-to-month tenancy shall be subject to every other term, covenant and agreement containedherein. Nothing contained in this Section 2.04 shall be construed as consent by Landlordto any holding over by Tenant, and Landlord expressly reserves the right to require Tenant tosurrender possession of the Property to Landlord as provided in this Lease upon the expiration orother termination of this Lease. The provisions of this Section 2.04 shall not be deemedto limit or constitute a waiver of any other rights or remedies of Landlord provided herein or atlaw. If Tenant fails to surrender the Property upon the termination or expiration of this Lease,in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend,indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees)and liability resulting from such failure, including, without limiting the generality of theforegoing, any claims made by any succeeding tenant founded upon such failure to surrender, and anydamages permitted under Section 10.08 below.     Section 2.05. **Options to Extend Lease Term.**          (a) Grant of Options. Landlord hereby grants to Tenant five (5) options (the“**Options**”) to extend the Lease Term for additional term(s) of five (5) years each (the“**Extensions**”), on the same terms and conditions as set forth in this Lease, but at an increasedBase Rent as set forth below and without any additional Option(s) other than those granted in thisSection 2.05. Each Option shall be exercised only by written notice delivered to Landlordnot less than one (1) year before the expiration of the initial Lease Term or the precedingExtension of the Lease Term, respectively. If Tenant fails to deliver Landlord written notice ofthe exercise of an Option within the prescribed time period, such Option and any succeeding Optionsshall lapse, and there shall be no further right to extend the Lease Term. Each Option shall beexercisable by Tenant on the express conditions that (a) at the time of the exercise, and at alltimes thereafter and prior to the commencement of such Extension, no Event of Default on the partof Tenant shall exist, and (b) Tenant has not been ten (10) or more days late in the payment ofrecurring Rent more than a total of five (5) times during the initial Lease Term and all precedingExtensions. Following Tenant’s timely and valid exercise of an Option, Landlord shall prepare andTenant shall execute and deliver to Landlord an amendment to this Lease confirming the term of theExtension and the amount of Base Rent payable by Tenant during such Extension.          (b) Personal Options. The Options are personal to the Tenant named in Section1.03 of this Lease (the “**Original Tenant**”) or any Tenant Affiliate (described in Section9.07 of this Lease) of the Original Tenant or a Tenant Affiliate within a series of TenantAffiliates of the Original Tenant. If Tenant subleases any portion of the Property or assigns anyinterest under this Lease to an entity other than such a Tenant Affiliate prior to theexercise of an Option (whether with or without Landlord’s consent), then such Option and anysucceeding Options shall lapse. If Tenant subleases any portion of the Property or assigns anyinterest of Tenant under this Lease to an entity other than such a Tenant Affiliate after theexercise of an Option but prior to the commencement of the respective Extension (whether with orwithout Landlord’s consent), then such Option and any succeeding Options shall lapse and the LeaseTerm shall expire as if such Option were not exercised. If Tenant subleases any portion of theProperty or assigns any interest of Tenant under this Lease to an entity other than such a TenantAffiliate after the exercise of an Option and after the commencement of the Extension related tosuch Option, then the term of this Lease shall expire upon the expiration of the Extension duringwhich such sublease or transfer occurred and only the succeeding Options shall lapse.          (c) Time of Essence. Time is of the essence with respect to Tenant’s exercise of theOptions granted in this Section 2.05.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
          (d) Calculation of Rent. The Base Rent during the Extensions shall be determined asfollows:          (1)  Fixed Adjustment or CPI Increase. The Base Rent for the first Extension shall bean amount equal to the greater of: Five and 13/100 Dollars ($5.13) per rentable square foot peryear or the amount of Base Rent determined in accordance with Section 3.02 below. The BaseRent for the second Extension shall be an amount equal to the greater of: Five and 74/100 Dollars($5.74) per rentable square foot per year or the amount of Base Rent determined in accordance withSection 3.02 below. These amounts are only for the Property and the initial Building anddo not include the Base Rent payable on account of Tenant’s exercise of the Expansion Option(defined below).          (2) Fair Rental Value Adjustment. The Base Rent shall be increased on the first dayof the first month of the third, fourth, and fifth Extensions of the Lease Term (each a “**FRV RentalAdjustment Date**”) to the lesser of (a) one hundred fifteen percent (115%) of the Base Rent ineffect immediately prior to the applicable FRV Rental Adjustment Date, and (b) ninety-five percent(95%) of the “fair rental value” of the Base Building Shell Improvements (as defined in ArticleFourteen below) and the related land (but excluding the Building Modifications (as defined inArticle Fourteen below) and the Tenant Improvements), determined in the following manner:               (i) Not later than one hundred (100) days prior to any applicable FRV Rental Adjustment Date,Landlord and Tenant shall meet in an effort to negotiate, in good faith, the fair rental value ofthe Property as of such FRV Rental Adjustment Date. If Landlord and Tenant have not agreed uponthe fair rental value of the Property at least ninety (90) days prior to the applicable FRV RentalAdjustment Date, the fair rental value shall be determined by appraisal, using brokers (as providedbelow).               (ii) If Landlord and Tenant are not able to agree upon the fair rental value of the Propertywithin the prescribed time period, then Landlord and Tenant shall attempt to agree in good faithupon a single broker, as indicated above, not later than seventy-five (75) days prior to theapplicable FRV Rental Adjustment Date. If Landlord and Tenant are unable to agree upon a singlebroker within such time period, then Landlord and Tenant shall each appoint one broker, not laterthan sixty-five (65) days prior to the applicable FRV Rental Adjustment Date. Within (10) daysthereafter, the two appointed brokers shall appoint a third broker. If either Landlord or Tenantfails to appoint its broker within the prescribed time period, the single broker appointed shalldetermine the fair rental value of the Property. If both parties fail to appoint brokers withinthe prescribed time periods, then the first broker thereafter selected by a party shall determinethe fair rental value of the Property. Each party shall bear the cost of its own broker and theparties shall share equally the cost of the single or third broker, if applicable. The brokersused shall have at least five (5) years’ experience in the sales and leasing ofcommercial/industrial real property in the area in which the Property is located and shall bemembers of professional organizations such as the Society of Industrial Realtors, NAIOP, or theirequivalent.               (iii) For the purposes of such appraisal, the term “fair rental value” shall mean the pricethat a ready and willing tenant would pay, as of the applicable FRV Rental Adjustment Date, asmonthly rent to a ready and willing landlord of property comparable to the Base Building ShellImprovements and the related land if such property were exposed for lease on the open market for areasonable period of time and taking into account all of the purposes for which such property maybe used. If a single broker is chosen, then such broker shall determine the fair rental value ofthe Property. Otherwise, the fair rental value of the Property shall be the arithmetic average ofthe two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shallbe disregarded. In no event, however, shall (a) the Base Rent be reduced by reason of suchcomputation, or (b) the Base Rent be greater than one hundred fifteen percent (115%) of the BaseRent payable immediately prior to the applicable FRV RentalAdjustment Date. Landlord and Tenant shall instruct the broker(s) to complete theirdetermination of the fair rental value not later than thirty (30) days prior to the applicable FRVRental Adjustment Date. If the fair rental value is not determined prior to the applicable FRVRental Adjustment Date, then Tenant shall continue to pay to Landlord the Base Rent applicable tothe Property immediately prior to such Extension, until the fair rental value is determined. Whenthe fair rental value of the Property is determined, Landlord shall deliver notice thereof toTenant, and Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, thedifference between the Base Rent actually paid by Tenant to Landlord and the new Base Rentdetermined hereunder.**ARTICLE THREE BASE RENT** ****     Section 3.01. Time and Manner of Payment. Upon Tenant’s execution of this Lease, Tenantshall pay Landlord monthly Base Rent in the amount stated in Section 1.10(a) above for theseventh month of the Lease Term. On the first day of the eighth month of the Lease Term and eachmonth thereafter, Tenant shall pay Landlord the monthly Base   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
Rent, in advance, without offset,recoupment, deduction or prior demand, except as otherwise expressly provided in this Lease. TheBase Rent shall be payable at Landlord’s address or at such other place as Landlord may designatein writing. The term “**Lease Month**” shall mean each consecutive calendar month during the LeaseTerm (including any partial calendar month at the inception of the Lease Term), with the firstLease Month commencing on the Lease Commencement Date. For purposes of this Lease, the term “**LeaseYear**” shall mean, with respect to the first Lease Year, the period commencing on the LeaseCommencement Date and ending on the last day of the twelfth (12th) calendar monthfollowing the month in which the Lease Commencement Date falls (unless the Lease Commencement Datefalls on the first day of a calendar month, in which case the first Lease Year will end on the lastday of the twelfth (12th) Lease Month), and with respect to subsequent Lease Years, eachconsecutive twelve (12) month period during the Lease Term following the first Lease Year. If theLease Commencement Date is a day other than the first day of a calendar month, then (a) the LeaseTerm shall include the number of months stated (or the number of months included within the numberof years stated) in Section 1.05 above, plus the partial Lease Month in which the LeaseCommencement Date falls, and (b) the Base Rent and Additional Rent for such partial Lease Monthshall be prorated based on the number of days in such calendar month.     Section 3.02. **Cost of Living Increases.**At the rental adjustment intervals described inSection 2.05(d)(1) of this Lease, the Base Rent shall be increased in accordance with theincrease in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Indexfor All Urban Consumers (all items for the geographical Statistical Area in which the Property islocated on the basis of 1982-1984=100) (the “**Index**”) as follows (assuming that the determination ofBase Rent resulting from the use of the Index results in a higher Base Rent than the applicablefixed Base Rent specified in Section 2.05(d)(1)):          (a) The Base Rent (the “**Comparison Base Rent**”) in effect immediately before each applicableExtension shall be increased by the percentage that the Index has increased from the date (the“**Comparison Date**”) on which payment of the Comparison Base Rent began through the month in whichthe applicable Extension begins. The Base Rent shall not be reduced by reason of such computation.If the new Base Rent determined in this manner is higher than the applicable fixed Base Rentspecified in Section 2.05(d)(1) above, Landlord shall notify Tenant of the amount of suchhigher Base Rent amount by a written statement which shall include the Index for the applicableComparison Date, the Index for the applicable Extension commencement date, the percentage increasebetween those two Indices, and the new Base Rent.          (b) Tenant shall pay the new Base Rent from the applicable Extension commencement date untilthe next Extension commencement date. Landlord’s notice may be given after the applicableExtension commencement date of the increase, and Tenant shall pay Landlord the accrued rentaladjustment for the months elapsed between the effective date of the increase and Landlord’s noticeof such increase within thirty (30) days after Landlord’s notice. If the format or components ofthe Index are materially changed after the Lease Commencement Date, Landlord shall substitute anindex which is published by the Bureau of Labor Statistics or similar agency and which is mostnearly equivalent to the Index in effect on the Lease Commencement Date. The substitute indexshall be used to calculate the increase in the Base Rent unless Tenant objects to such index inwriting within fifteen (15) days after receipt of Landlord’s notice of such change. If Tenantobjects, Landlord and Tenant shall submit the selection of the substitute index for bindingarbitration in accordance with the rules and regulations of the American Arbitration Association atits office closest to the Property. The costs of arbitration shall be borne equally by Landlordand Tenant.     Section 3.03. **Security Deposit**; **Supplemental Security Deposit**.          (a) Upon Tenant’s execution of this Lease, Tenant shall deposit with Landlord a cash SecurityDeposit in the amount set forth in Section 1.07 above. Landlord may apply all or part ofthe Security Deposit to any Event of Default arising from any unpaid rent or other charges due fromTenant or to cure any other Events of Default of Tenant. If Landlord uses any part of the SecurityDeposit, Tenant shall restore the Security Deposit to its full amount within thirty (30) days afterLandlord’s written request. Tenant’s failure to do so shall be a material default under thisLease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keepthe Security Deposit separate from its other accounts and no trust relationship is created withrespect to the Security Deposit.          (b) Upon Tenant’s execution of this Lease, Tenant shall deliver to Landlord (as beneficiary),an irrevocable standby letter of credit (the “**Letter of Credit**”), substantially in the form of thatattached as Exhibit “J” to this Lease, which shall serve as a supplemental Security Deposit(the “**Supplemental Security Deposit**”).     The Letter of Credit shall be, among other things:   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
               (i) subject to and governed by the Uniform Customs and Practice for Documentary Credits,International Chamber of Commerce Publication No. 600 (2007 Revision);               (ii) irrevocable and unconditional;               (iii) in the amount of Two Hundred Ten Thousand Eight Hundred Sixty-one and 20/100 Dollars($210,861.20);               (iv) conditioned for payment solely upon presentation of the Letter of Credit, a sight draft,and a written statement from Landlord that the amount to be drawn is due and owing to Landlordunder the terms of this Lease; and               (v) transferable one or more times by Landlord without the consent of Tenant.     Tenant, on or before the first day of Lease Month 7 shall deliver to Landlord (as beneficiary)a second Letter of Credit identical to the first described above and both letters of credit shallbe referred to collectively below as the “Letter of Credit.”     Tenant acknowledges and agrees that it shall pay upon Landlord’s demand, as Additional Rent,any and all costs or fees charged in connection with the Letter of Credit that arise due toLandlord’s sale or transfer of all or a portion of the Property following the expiration of thePurchase Option (defined below).     The Letter of Credit shall be issued by a commercial bank or trust company reasonablysatisfactory to Landlord, having offices (or a confirming bank) at which the Letter of Credit maybe drawn upon in Los Angeles, California, and having a Moody’s rating of at least “A-3” (or othercomparable rating).     The Letter of Credit shall expire not earlier than twelve (12) months after the date ofdelivery thereof to Landlord, and shall provide that the same shall be automatically renewed forsuccessive twelve (12)-month periods through a date which is not earlier than sixty (60) days afterthe expiration date of this Lease, or any renewal or extension thereof, unless written notice ofnonrenewal has been given by the issuing bank to Landlord by certified mail, return receiptrequested, not less than sixty (60) days prior to the expiration of the current period. If theissuing bank does not renew the Letter of Credit, and if Tenant does not deliver a substituteLetter of Credit at least thirty (30) days prior to the expiration of the current period, then, inaddition to its rights granted under this Section 3.03 above, Landlord shall have the rightto draw on the existing Letter of Credit.     Landlord may use, apply, or retain the proceeds of the Letter of Credit to the same extentthat Landlord may use, apply, or retain the cash security deposit, as set forth above in thisSection 3.03. Landlord may draw on the Letter of Credit, in whole or in part, from time totime, at Landlord’s election; and if Landlord partially draws down the Letter of Credit, Tenantshall, within fifteen (15) days after Landlord gives Tenant notice thereof, restore all amountsdrawn by Landlord, or substitute cash security instead.     Notwithstanding anything to the contrary in this Section 3.03, if no Event of Defaultexists under this Lease and provided that Tenant has not at any time during the term of this Leaseinstituted any litigation seeking to enjoin the issuing bank from paying on the Letter of Credit,upon Tenant’s receipt of final approval from the Food and Drug Administration for U.S. licensurefor PROVENGE (the “**Triggering Event**”), Landlord’s right to draw on the Letter of Credit shallautomatically terminate upon such Triggering Event and Landlord shall return the original theLetter of Credit to Tenant within five (5) business days following Tenant’s written demand made atany time following the Triggering Event, and Tenant shall have no further obligation to provideLandlord with the Supplemental Security Deposit.     Tenant hereby agrees to cooperate with Landlord to promptly execute and deliver to Landlordany and all modifications, amendments, and replacements of the Letter of Credit, as Landlord mayreasonably request to carry out the terms and conditions of this Section 3.03.     Section 3.04. **Application of Payments**. Unless otherwise designated by Landlord in its solediscretion, all payments received by Landlord from Tenant shall be applied to the oldest paymentobligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing oron a check or money order, shall modify this section or have any force or effect.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 3.05. **Termination; Advance Payments**. Upon termination of this Lease under ArticleSeven (Damage or Destruction) of this Lease, or under Article Eight (Condemnation) ofthis Lease, or any other termination not resulting from Tenant’s default, and after Tenant hasvacated the Property in the manner required by this Lease, Landlord shall, within sixty (60) daysthereafter refund or credit to Tenant (or Tenant’s successor) the unused portion of the SecurityDeposit, any advance rent or other advance payments made by Tenant to Landlord, and any amountspaid for Real Property Taxes (defined below) and insurance which apply to any time periods aftertermination of this Lease.**ARTICLE FOUR OTHER CHARGES PAYABLE BY TENANT** ****     Section 4.01. **Additional Rent**. All charges payable by Tenant other than Base Rent are called“**Additional Rent**.” Unless this Lease provides otherwise, Tenant shall pay all Additional Rent thendue within thirty (30) days following Tenant’s receipt of an invoice therefor, together withreasonably satisfactory supporting documentation, if applicable. The term “**rent**” or “**Rent**” shallmean Base Rent and Additional Rent. Without limitation on other obligations of Tenant that shallsurvive the expiration or earlier termination of the Lease Term, the obligations of Tenant to paythe Additional Rent provided for in this Article Four shall survive the expiration orearlier termination of the Lease Term. The failure of Landlord to timely furnish Tenant the amountof the Additional Rent shall not preclude Landlord from enforcing its rights to collect suchAdditional Rent.     Section 4.02. **Property Taxes**.          (a) **Real Property Taxes**. Tenant shall pay all Real Property Taxes on the Property (includingany fees, taxes or assessments against, or as a result of, any tenant improvements installed on theProperty by or for the benefit of Tenant) during the Lease Term. Subject to Section4.02(c) and Section 4.08 below, such payment shall be made at least ten (10) days priorto the delinquency date of such taxes. Within such ten (10)-day period, Tenant shall furnishLandlord with satisfactory evidence that the Real Property Taxes have been paid. Landlord shallreimburse Tenant for any Real Property Taxes paid by Tenant covering any period of time before orafter the Lease Term. Alternatively, Landlord may elect to bill Tenant in advance for such taxesand Tenant shall pay Landlord the amount of such taxes, as Additional Rent, at least ten (10) daysprior to the delinquency date of such taxes. Landlord shall pay such taxes prior to suchdelinquency date, provided Tenant has timely made payment to Landlord. Any penalty caused byTenant’s failure to timely make such payments shall also be Additional Rent owed by Tenantimmediately upon demand.          (b) **Definition of “Real Property Tax.”**“**Real Property Tax**” means: (i) any fee, license fee,license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or taximposed by any taxing authority against the Property; (ii) any tax on the Landlord’s right toreceive, or the receipt of, rent or income from the Property or against Landlord’s business ofleasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks, roadmaintenance, refuse or other services provided to the Property by any governmental agency; (iv) anytax imposed upon this transaction or based upon a re-assessment of the Property due to a change ofownership, as defined by applicable law, or other transfer of all or part of Landlord’s interest inthe Property; and (v) any charge or fee replacing any tax previously included within the definitionof Real Property Tax. “Real Property Tax” does not, however, include Landlord’s federal or stateincome, franchise, inheritance or estate taxes.          (c) **Joint Assessment; Tenant’s Share**. As of the date of this Lease, the Property is notseparately assessed, but Landlord shall use commercially reasonable efforts to have the Propertyseparately assessed. While the Property is not separately assessed, Landlord shall reasonablydetermine Tenant’s share of the Real Property Taxes payable by Tenant under Section 4.02(a)above from the assessor’s worksheets or other reasonably available information.          (d) **Personal Property Taxes**.               (i) Tenant shall pay all taxes charged against trade fixtures, furnishings, equipment or anyother personal property belonging to Tenant. Tenant shall diligently pursue the separateassessment of such personal property, so that it is taxed separately from the Property.               (ii) If any of Tenant’s personal property is taxed with the Property, Tenant shall payLandlord the taxes for the personal property within thirty (30) days after Tenant receives awritten statement from Landlord for such personal property taxes, but in no event earlier thanfifteen days prior to the date such personal property taxes would be past due if not previouslypaid.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
          (e) **Real Property Tax Abatement**. Landlord and Tenant acknowledge and agree that (i) Landlordhas entered into a Memorandum of Agreement with the Fulton County Tax Assessor with respect to thevaluation of the leasehold interest of Landlord in and to the Building, and anticipates completion,at Landlord’s sole cost and expense, of a taxable development bond financing arrangement (the “**TaxAbatement Process**”) with the Development Authority of Fulton County, a public body corporate andpolitic of the State of Georgia (the “**Development Authority**”), whereby the Building (but not theunderlying land) is expected to receive favorable ad valorem real property tax treatment incalendar years 2010 through 2020 with respect to Fulton County, Georgia, ad valorem taxes, and (ii)Tenant shall receive all of the actual tax reduction, rebate or abatement (the “**Tax Savings**”)relating to the Property during the Lease Term, provided that Tenant’s Tax Savings during anypartial calendar year during the Lease Term shall be prorated by multiplying the Tax Savings by afraction, the numerator of which is the number of days in the Term of this Lease in such partialcalendar year and the denominator of which is 365. Tenant acknowledges and agrees that any actualTax Savings available to Tenant during the Lease Term is subject to, and will only be available tothe extent permitted by, Applicable Law.          (f) **Optional Lease, Rent and Tax Abatement for Equipment**. Subject to Applicable Law and theDevelopment Authority’s choice to participate (which choice is within the Development Authority’ssole discretion), at Tenant’s written request Landlord shall initiate the Tax Abatement Processwith the Development Authority whereby Tenant’s equipment and other personal property at theProperty may receive prospective favorable ad valorem personal property tax treatment with respectto Fulton County, Georgia, ad valorem taxes (the “**Equipment Tax Savings**”). Subject to ApplicableLaw and the Development Authority’s choice to participate in this Tax Abatement Process (whichchoice is within the Development Authority’s sole discretion), Tenant shall receive all of theactual Equipment Tax Savings related to any equipment or other personal property designated byTenant for inclusion in such Tax Abatement Process (the “**Equipment**”), and Landlord shall enter intoa Lease Agreement with the Development Authority (the “**Lease Agreement**”) which permits Landlord, onTenant’s behalf, to include the Equipment in such Tax Abatement Process. Landlord and Tenanthereby agree to enter into an Agreement to Provide Bill of Sale and related agreements with respectto the Equipment, as may be required by the Development Authority to provide favorable taxtreatment for the Equipment (collectively, the “**Equipment Agreement**”). Tenant acknowledges andagrees that the Equipment shall be subject to the rights and obligations under the Lease Agreementand the Equipment Agreement. Tenant shall reimburse Landlord (within 30 days following Landlord’swritten demand) for the actual out-of-pocket costs, if any, incurred after the date of this Leaseby Landlord in obtaining the Equipment Tax Savings pertaining to the Equipment, including, withoutlimitation, the attorneys’ fees and other costs of legal counsel. Tenant acknowledges and agreesthat any actual Equipment Tax Savings available to Tenant during the Lease Term is subject to, andwill only be available to the extent permitted by, Applicable Law.          (g) **Opportunity Zone**. Landlord and Tenant acknowledge that the Property is located within anarea of Fulton County, Georgia designated by the Georgia Department of Community Affairs as an“Opportunity Zone” and that this designation allows Tenant to receive certain incentives, in theform of tax credits, to locate its business at the Property. Subject to the satisfaction ofcertain conditions, this designation is valid for tax years 2009 through 2019. As and whenreasonably requested in writing by Tenant, Landlord agrees to cooperate with Tenant, as needed andat Tenant’s sole cost and expense, to enable Tenant to take advantage of the benefits associatedwith the operation of a business in such an Opportunity Zone.     Section 4.03. **Utilities**. Tenant shall pay, directly to the appropriate supplier, the cost ofall natural gas, heat, light, power, sewer service, telephone, fiber optic, cable or othertelecommunications or data delivery services, water, refuse disposal and other utilities andservices supplied to the Property. Tenant acknowledges and agrees that (1) this Lease is entirelyseparate and distinct from and independent of any and all agreements that Tenant may at any timeenter into with any third party for the provision of utility services or any other services, and(2) Landlord has no obligation of any kind concerning the provision of any such services. Providedthat Landlord fulfills its maintenance, repair, and replacement obligations with respect to theProperty as expressly provided in this Lease, Landlord shall not be liable for any failure tofurnish, stoppage of, or interruption in furnishing any of the services or utilities described inthis Section 4.03, when such failure is caused by accident, breakage, repairs, strikes,lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances,terrorist acts, acts of war, moratorium or other governmental action, or any other cause beyondLandlord’s reasonable control, and, in such event, Tenant shall not be entitled to any damages norshall any failure or interruption abate or suspend Tenant’s obligation to pay rent as requiredunder this Lease or constitute or be construed as a constructive or other eviction of Tenant.Further, in the event any governmental authority or public utility promulgates or revises any law,ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to theuse or conservation of energy, water, gas, light or electricity, the reduction of automobile orother emissions, or the provision of any other utility or service, Landlord may take any reasonablyappropriate action to comply with such law, ordinance, rule,   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
regulation, mandatory control orvoluntary guideline without affecting Tenant’s obligations under this Lease (and in case of anyvoluntary guidelines, without adversely affecting Tenant’s use and occupancy of the Property andwithout materially increasing Tenant’s occupancy costs). Tenant recognizes that security services,if any, provided by Landlord at the Building are for the protection of Landlord’s property andunder no circumstances shall Landlord be responsible for, and Tenant waives any rights with respectto, providing security or other protection for Tenant or its employees, invitees or property in orabout the Property or the Building. Subject to the applicable terms and provisions of this Lease,Tenant may prepare and implement its own security plan for the Property.     Section 4.04. **Insurance Policies**.          (a) **Liability Insurance**. During the Lease Term, Tenant, at Tenant’s sole cost and expense,shall maintain a policy of commercial general liability insurance (or its equivalent) insuringTenant against liability for bodily injury, property damage (including loss of use of property) andpersonal injury arising out of the operation, use or occupancy of the Property. Tenant shall nameLandlord (and any affiliate of Landlord designated by Landlord) as an additional insured under suchpolicy, and Tenant shall provide Landlord with an appropriate “additional insured” endorsement toTenant’s liability insurance policy (in a form acceptable to Landlord) not less than ten (10)business days prior to Tenant’s occupancy of the Property. The initial amount of such insuranceshall be Three Million Dollars ($3,000,000.00) per occurrence and shall be subject to periodicincrease based upon inflation, increased liability awards, recommendation of Landlord’sprofessional insurance advisors and other relevant factors. The liability insurance obtained byTenant under this Section 4.04(a): shall (i) be primary and non-contributing; (ii) containa “separation of insureds” clause (or equivalent); (iii) contain contractual liability coveragerespecting Tenant’s indemnity obligations under Section 5.05 below; and (iv) not have adeductible amount in excess of Ten Thousand Dollars ($10,000.00). The amount and coverage of suchinsurance shall not limit Tenant’s liability nor relieve Tenant of any other obligation under thisLease. Landlord may also obtain commercial general liability insurance in an amount and withcoverage determined by Landlord, insuring Landlord against liability arising out of ownership,operation, use or occupancy of the Property. The policy obtained by Landlord shall not becontributory and shall not provide primary insurance.          (b) **Property and Rental Income Insurance**. During the Lease Term, Landlord shall maintainpolicies of insurance covering loss of or damage to the Property in the full amount of itsreplacement value, with such policies providing protection against loss or damage due to fire orother casualties covered within the classification of fire, extended coverage, vandalism, maliciousmischief, sprinkler leakage and any other perils which Landlord, Landlord’s lender or ground lessordeems reasonably necessary. Landlord shall have the right to obtain terrorism, flood andearthquake insurance and other forms of insurance as required by any lender holding a securityinterest in the Property or any ground lessor. Landlord shall not obtain insurance for Tenant’sfixtures or equipment or building improvements installed by Tenant on the Property. During theLease Term, Landlord shall also maintain a rental income insurance policy, with loss payable toLandlord, in an amount equal to one year’s Base Rent, plus estimated Real Property Taxes andinsurance premiums. During the Lease Term, Tenant shall maintain (at its sole cost and expense)policies of insurance covering loss of or damage to Tenant’s fixtures, equipment, and buildingimprovements installed by Tenant on the Property (including, without limitation, the TenantImprovements) in the full amount of their replacement value, with such policies providingprotection against loss or damage due to fire or other casualties covered within the classificationof fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and any other perilswhich Tenant deems necessary. Suchpolicies shall contain an agreed amount endorsement in lieu of a co-insurance clause, andshall be written as primary policies, not contributing with and not supplemental to the propertyinsurance coverage that Landlord is required to carry pursuant to this Section 4.04(b).Tenant shall be liable for the payment of any deductible amount under Landlord’s insurance policies(which deductible amount shall not exceed $10,000.00) maintained pursuant to this Section4.04(b); provided, however, that if the loss or damage is due to an act or omission ofLandlord, then Tenant shall not be responsible for payment of any such deductible amount. Tenantshall also be responsible for payment of any deductible amount under Tenant’s insurance policies.Tenant shall not do or permit anything to be done which invalidates any such insurance policies.          (c) **Payment of Premiums**. Subject to Section 4.08 below, Tenant shall pay all premiumsfor the insurance policies described in Sections 4.04(a) and (b) above (whether obtained byLandlord or Tenant) within thirty (30) days after Tenant’s receipt of a copy of the premiumstatement or other evidence of amount due, except Landlord shall pay all premiums for non-primarycommercial general liability insurance which Landlord elects to obtain as provided in Section4.04(a) above; provided, however, that Tenant shall not be responsible for the payment ofinsurance premiums covering any period extending beyond the Lease Term. If insurance policiesmaintained by Landlord cover improvements on real property other than the Property, Landlord shalldeliver to Tenant a statement of the premium applicable to the Property   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
showing in reasonabledetail how Tenant’s share of the premium was computed. If the Lease Term expires before theexpiration of an insurance policy maintained by Landlord, Tenant shall be liable for Tenant’sprorated share of the insurance premiums. Subject to the provisions of Section 2.03 above,prior to the Lease Commencement Date, Tenant shall deliver to Landlord a copy of any policy ofinsurance which Tenant is required to maintain under this Section 4.04. At least thirty(30) days prior to the expiration of any such policy, Tenant shall deliver to Landlord a renewal ofsuch policy. As an alternative to providing a policy of insurance, Tenant shall have the right toprovide Landlord a certificate of insurance (in form acceptable to Landlord) executed by anauthorized officer or agent of the insurance company, certifying that the insurance which Tenant isrequired to maintain under this Section 4.04 is in full force and effect and containingsuch other information which Landlord reasonably requires. Upon Tenant’s written request, Landlordshall provide Tenant with a certificate of property insurance confirming that Landlord has obtainedthe property insurance required of Landlord under this Lease.          (d) **General Insurance Provisions**.               (i) Any insurance that Tenant is required to maintain under this Lease shall include aprovision that requires the insurance carrier to give or endeavor to give Landlord not less thanthirty (30) days’ written notice prior to any cancellation or material modification of suchcoverage (i.e., a modification resulting in a decrease in the limits or types of coverage requiredunder this Lease), including the cancellation or material modification of any requiredendorsements.               (ii) If Tenant fails to deliver any policy, certificate or renewal to Landlord required underthis Lease within the prescribed time period or if any such policy is canceled or modified duringthe Lease Term without Landlord’s consent, Landlord may obtain such insurance for Landlord’s solebenefit (but is under no obligation to do so), in which case Tenant shall reimburse Landlord forthe cost of such insurance within thirty (30) days after receipt of a statement that indicates thecost of such insurance. If Tenant fails to carry the required insurance, such failure shallautomatically be deemed to be a covenant by Tenant to self-insure such required coverage, with afull waiver of subrogation in favor of Landlord (in the case of deemed self-insurance of Tenant’srequired property insurance).               (iii) Landlord and Tenant shall maintain all insurance required under this Lease withcompanies duly authorized to issue insurance policies in the State in which the Property is locatedand holding a Financial Strength Rating of “A-” or better, and a Financial Size Category of “VII”or larger, based on the most recent published ratings of the A.M. Best Company. Landlord andTenant acknowledge the insurance markets are rapidly changing and that insurance in the form andamounts described in this Section 4.04 may not be available in the future. Tenantacknowledges that the insurance described in this Section 4.04 is for the primary benefitof Landlord. If at any time during the Lease Term, Tenant is unable to maintain the insurancerequired under this Lease, Tenant shall nevertheless maintain insurance coverage which is customaryand commercially reasonable in the insurance industry for Tenant’s type of business, as thatcoverage may change from time to time. Landlord makes no representation as to the adequacy of suchinsurance to protect Landlord’s or Tenant’s interests. If Tenant believes that any such insurancecoverage is inadequate, Tenant shall obtain any such additional property or liability insurancewhich Tenant deems necessary to protect Landlord and Tenant.               (iv) Unless prohibited under any applicable insurance policies maintained and notwithstandinganything in this Lease to the contrary, Landlord and Tenant each hereby waives any and all rightsof recovery against the other, or against the members, managers, officers, employees, agents orrepresentatives of the other(whether such right of recovery arises from a claim based on negligenceor otherwise), for loss of or damage to its property or the property of others under its control,if such loss or damage is covered by any insurance policy in force (whether or not described inthis Lease) at the time of such loss or damage. Upon obtaining the required policies of insurance,Landlord and Tenant shall give notice to the insurance carriers of this mutual waiver ofsubrogation.               (v) Tenant shall not do or permit to be done any act or thing upon the Property or the Projectwhich would (a) jeopardize or be in conflict with the property insurance policies covering theProject or fixtures or property in the Project; (b) increase the rate of property insuranceapplicable to the Project to an amount higher than it otherwise would be for general office andwarehouse use of the Project; or (c) subject Landlord to any liability or responsibility for injuryto any person or persons or to property by reason of any business or operation being conducted atthe Property.               (vi) Tenant shall, at its sole cost and expense, keep in full force and effect during theLease Term the following additional coverage: (1) workers’ compensation insurance as required bystate law; (2) employer’s   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
liability insurance, with a limit of One Million Dollars ($1,000,000),each accident, One Million Dollars ($1,000,000) policy limit, and One Million Dollars ($1,000,000)each employee for all persons employed by Tenant who may come onto or occupy the Property; (3)commercial auto liability insurance with a limit of One Million Dollars ($1,000,000) aggregatelimit for bodily injury and property damage, including owned, non-owned, and hired auto liabilitycoverage for such vehicles driven on and around the Property (if Tenant does not own companyvehicles, a letter to that effect from an officer or principal of Tenant, in addition to proof ofnon-owned and hired auto liability coverage is required); (4) “Causes of Loss — Special Form” (orequivalent) personal property insurance, covering Tenant’s personal property, whether owned,leased, or rented, including but not limited to trade fixtures, furniture, equipment, officecontents, any interior improvements constructed within the Property and any alterations to theProperty made by Tenant; and (5) to the extent that Tenant constructs or develops any improvementsin or on the Property, which according to the terms and conditions of this Lease shall becomeproperty of Landlord at the termination thereof, Tenant shall also provide “Causes of Loss —Special Form” (or equivalent) property coverage on a replacement cost basis.               (vii) If Tenant carries any of the liability insurance required hereunder in the form of ablanket policy, any certificate required hereunder shall make specific reference to the Property;provided, however, the blanket policy carried with respect to the insurance required by Tenanthereunder shall contain a “per location” endorsement assuring that any aggregate limit under suchblanket policy shall apply separately to the Property and that the insurer thereunder shall providewritten notice to Landlord if the available portion of such aggregate is reduced to less than theminimum amounts required under Section 4.04(a) above by either payment of claims or theestablishment of reserves for claims (in which case Tenant shall be obligated to take immediatesteps to increase the amount of its insurance coverage in order to satisfy the minimum requirementsset forth in Section 4.04(a) above).     Section 4.05. **Maintenance Services**. Notwithstanding the provisions of Section 6.03and Section 6.04 below, Landlord shall maintain, at Tenant’s sole cost and expense, thefollowing with respect to the Property: (i) the landscaping (including without limiting togardening, tree trimming, replacement or repair of landscaping, landscape irrigation systems,gopher control and similar items); (ii) the ESFR fire system; (iii) pump (including testing,monitoring and servicing); (iv) association dues; (v) site lighting and utilities (including,without limitation, utility charges for landscape watering, lighting and telephone line for theabove-referenced fire system); and (vi) sweeping, cleaning, repairing, resurfacing and repaving ofdriveways, parking areas, yard areas, loading areas and other outdoor paved or covered surfacesand/or roads. In connection with Landlord’s obligations under this Section 4.05, Landlordmay enter into a contract with a third party contractor/maintenance provider of Landlord’s choiceto provide some (but not necessarily all) of the maintenance services listed above. Landlord shallhave the right to collect from Tenant, as Additional Rent, a management fee (not to exceed twopercent (2%) of the Base Rent) for managing the Property. Landlord shall also have the right tocollect from Tenant, as Additional Rent, the costs incurred by Landlord for roof replacement,exterior painting, and the resurfacing and repaving of the Property’s parking lot and driveway, andin case of those items constituting capital expenditures (such as roof replacement), the cost ofsuch replacement shall be amortized on a straight-line basis with interest at the rate of sevenpercent (7%) per annum over the useful life of the item, as reasonably determined by Landlord usinggenerally accepted accounting principles, and Tenant shall only be liable for monthly amortizationpayments representing that portion of the cost which is applicable to the remaining Lease Term (asit may be extended). Tenant shall pay to Landlord, as Additional Rent, within thirty (30) daysafter demand, the cost for the above-referenced maintenance services that are beyond thescope of the services covered by the Monthly Maintenance Fee (defined below). Tenant agreesto pay monthly to Landlord, as Additional Rent, an amount which is currently One Thousand NineHundred Thirty-eight and 06/100 Dollars ($1,938.06) (the “**Monthly Maintenance Fee**”), for theroutine landscaping and sweeping and cleaning of the Property’s outdoor paved areas. Tenant shallmake such payment together with Tenant’s monthly Base Rent payment, without the necessity of noticefrom Landlord. It is the understanding of the parties that the Monthly Maintenance Fee onlypertains to routine duties and that Landlord may incur similar expenses in addition to the MonthlyMaintenance Fee in meeting its obligations set forth above. Landlord agrees that the recurringmaintenance fees and operating costs of the Property (excluding uncontrollable costs such as thosecosts relating to taxes, insurance, and utilities) payable by Tenant under this Lease shall notincrease by more than ten percent (10%) per year on a cumulative, compounded basis during the LeaseTerm. Landlord agrees to provide and/or manage the maintenance services in a professional manneron a reasonably cost efficient basis, to competitively bid out any major contracts (i.e., thosecontracts in excess of $25,000 per year) and to pass through such costs directly to Tenant withoutmark up (except for the allowed management fee). Tenant shall have the right at any time upon atleast thirty (30) days prior written notice to Landlord, to assume direct responsibility for, andto pay the costs of, any or all of the routine maintenance services which are the subject of theMonthly Maintenance Fee, but any such assumption by Tenant shall not result in any reduction of themonthly management fee payable by Tenant to Landlord. In such event, Tenant shall have the right,at its sole cost and expense, to hire a third party manager to manage the delivery of such routine   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
maintenance services, but in no event shall Landlord’s management fee be reduced or terminatedbased on the routine maintenance services assumed by Tenant.     Section 4.06. **Late Charges**. Tenant’s failure to pay rent promptly may cause Landlord to incurunanticipated costs. The exact amount of such costs is impractical or extremely difficult toascertain. Such costs may include, but are not limited to, processing and accounting charges andlate charges which may be imposed on Landlord by any ground lease, mortgage or trust deedencumbering the Property. Therefore, if Landlord does not receive any rent payment within ten (10)days after it becomes due, Tenant shall pay Landlord a late charge equal to five percent (5%) ofthe overdue amount. The parties agree that such late charge represents a fair and reasonableestimate of the costs Landlord will incur by reason of such late payment. If Tenant shall beserved with a demand for payment of past due rent or any other charge, any payments tenderedthereafter to cure any default of Tenant shall be made only by cashier’s check, wire transfer, orother immediately available funds. Notwithstanding the above, Landlord agrees not to impose suchlate charge unless, immediately after its receipt of written notice from Landlord, Tenant fails todeliver such delinquent payment by nationally-recognized commercial overnight courier (for nextbusiness day delivery); provided, however, that Landlord is under no obligation to provide morethan one (1) such notice in any consecutive 12-month period.     Section 4.07. **Interest on Past Due Obligations**. In addition to any late charge imposedpursuant to Section 4.06 above, any amount owed by Tenant to Landlord or by Landlord toTenant which is not paid when due shall bear interest at the rate of ten percent (10%) per annumfrom the due date of such amount (“**Interest**”); provided, however, that no interest shall be payableon any late charges imposed on Tenant under this Lease. The payment of interest on such amountsshall not excuse or cure any default by Tenant or Landlord under this Lease. If the interest ratespecified in this Section 4.07, or any other charge or payment due under this Lease whichmay be deemed or construed as interest, is higher than the rate permitted by law, such interestrate is hereby decreased to the maximum legal interest rate permitted by law.     Section 4.08. **Impounds for Insurance Premiums and Real Property Taxes.**If required by anyground lessor or lender to whom Landlord has granted a security interest in the Property, or ifTenant is more than ten (10) days late in the payment of rent more than once in any consecutivetwelve (12) month period, Tenant, upon Landlord’s written demand, shall pay Landlord a sum equal toone-twelfth (l/12) of the annual real property taxes and insurance premiums payable by Tenant underthis Lease, together with each payment of Base Rent. Landlord shall hold such payments in anon-interest bearing impound account. If unknown, Landlord shall reasonably estimate the amount ofreal property taxes and insurance premiums when due. Tenant shall pay any deficiency of funds inthe impound account to Landlord upon written request. If Tenant defaults under this Lease,Landlord may apply any funds in the impound account to any obligation then due under this Lease.     Section 4.09. **Tenant’s Audit Rights**. Tenant may, during regular business hours but not morethan once each calendar year and only following not less than fifteen (15) business days priorwritten notice to Landlord, inspect and audit the records of costs pertaining to Landlord’soperation and maintenance of the Property during the prior year (“**Tenant’s Audit Right**”). IfTenant’s audit shall disclose an overstatement of Tenant’s costs of seven percent (7%) or more,then Landlord shall pay the reasonable costs and expenses incurred by Tenant in conducting suchaudit, not to exceed Five Thousand Dollars ($5,000.00).          Tenant’s Audit Right may not be exercised if an Event of Default on the part of Tenant exists,and is also subject to the following conditions:               (i) The audit may only be conducted during Landlord’s regular office hours and only by anemployee of Tenant or an otherwise qualified auditor and not by anyone with a financial interest inthe results of the audit;               (ii) The audit must be conducted over a period not to exceed ten (10) business days (providedthat such days need not be consecutive and provided further that Tenant’s auditor is allowedreasonable access to Landlord’s Audit Materials, as defined below);               (iii) Tenant’s representative shall be permitted to inspect only Landlord’s line-itembreakdown of direct operating expenses for the Property for the applicable calendar year, the“general ledger,” and the invoices relating to the general ledger (collectively, the “**AuditMaterials**”);   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
               (iv) Landlord’s representative shall answer reasonable questions during the course of theexercise of Tenant’s Audit Right, but shall not be required to prepare or provide any work productother than the Audit Materials;               (v) Landlord shall only provide Tenant with copies of Landlord’s existing records comprisingthe Audit Materials. In no event shall Landlord prepare any schedules or perform any analysis orcomparisons for Tenant with respect to the audit; and               (vi) Tenant and its auditor shall execute a confidentiality agreement, in form and substancereasonably acceptable to Landlord and Tenant, protecting the confidentiality of the Audit Materialsand the results of the audit. At a minimum, the confidentiality agreement must provide that (a)the auditor’s report or other final work product prepared by the auditor (the “**Auditor’s Report**”)shall be delivered to Landlord no later than two (2) weeks following completion of the audit, and(b) the auditor (if a third party) will indemnify and hold harmless Landlord from any damages,loss, claim, liability, cost or expense (including legal fees and costs), resulting from breach ofthe confidentiality agreement.          If, following the date of delivery of the Auditor’s Report to Landlord (the “**Report Date**”),Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolvetheir differences within thirty (30) days following the Report Date, the dispute shall be resolvedby arbitration as follows: Landlord and Tenant shall attempt to agree in good faith upon a single,independent certified public accountant (“**CPA**”) not later than fifty (50) days following the ReportDate. If Landlord and Tenant are unable to agree upon a single CPA within such time period, thenLandlord and Tenant shall each appoint one CPA not later than seventy (70) days following theReport Date. Within (10) days thereafter, the two appointed CPAs shall appoint a third, independentCPA. If either Landlord or Tenant fails to appoint its CPA within the prescribed time period, thesingle CPA so appointed shall resolve the dispute. If both parties fail to appoint CPAs within theprescribed time periods, then the first CPA thereafter selected by a party shall resolve thedispute. The CPAs are by this Lease directed to review the costs in question and to conduct thearbitration no later than sixty (60) days following the appointment of the last CPA to acthereunder. Each CPA shall have at least five (5) years experience in real estate accounting forproperties similar to the Property, and shall not have been retained by either party within theprior three (3) years. All CPAs shall review the applicable terms and provisions of this Leaseregarding such costs, Landlord’s books and records relating to same and the Auditor’s Report andshall use generally accepted accounting principles to arrive at their conclusions. The locale ofthe arbitration shall be Atlanta, Georgia. In resolving the dispute, the arbitrators will applythe law of State where the Property is located, and are limited to the determination of Tenant’sappropriate share of costs for the period under review. The decision of the arbitrators shall befinal and binding on Landlord and Tenant. If the arbitrators determine that the amount of costsbilled to Tenant was incorrect, the appropriate party shall pay to the other party the deficiencyor overpayment, as applicable, within thirty (30) days following delivery of the arbitrators’decision, without interest. All costs of the arbitration (that is, the cost of the arbitrators)shall be divided equally between the parties, and each of the parties shall bear the costs of theirown counsel and other professionals or consultants, if any, engaged by them for purposes of thearbitration. The exercise of Tenant’s Audit Right shall not relieve Tenant of its obligation topay disputed amounts. Tenant’s Audit Right (including the arbitration provisions provided herein)constitutes Tenant’s sole remedy with respect to a dispute related to such costs.**ARTICLE FIVE USE OF PROPERTY** ****     Section 5.01. **Permitted Uses**. Tenant may use the Property only for the Permitted Uses setforth in Section 1.06 above and for no other purpose whatsoever without Landlord’s priorwritten approval, which approval may not be unreasonably withheld, conditioned, or delayed;provided that such other Permitted Uses (other than those identified in Section 1.06 above)(i) do not create any atypical, irreparable, material wear and tear on the Building; (ii) do notcreate any atypical material risk of Environmental Damages or Hazardous Material contamination onthe Property; (iii) do not create obnoxious (as to a reasonable person) odors or noise which escapethe Property; (iv) do not include storage of tires or chemicals (other than those permitted underSection 5.03 below) or explosives; and (v) and do not involve fabrication or manufacturing,except as contemplated in Section 1.06 above, including specifically within such exceptionany manufacturing or fabrication constituting a use described in clause (b) of Section 1.06above.     Section 5.02. **Manner of Use**. Tenant shall not cause or permit the Property to be improved,developed, or used in any way which constitutes a violation of any law, statute, ordinance, orgovernmental regulation or order, or other governmental requirement now in force or which mayhereafter be enacted or promulgated (collectively, “**Applicable Laws**”), or which unreasonablyinterferes with the rights of other tenants of Landlord, or which constitutes a nuisance or waste.Tenant shall obtain and pay for all permits required for Tenant’s specific use and occupancy of theProperty, and for   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
all business licenses, and shall promptly take all actions necessary to complywith all applicable statutes, ordinances, rules, regulations, orders and requirements regulatingthe use by Tenant of the Property, including without limiting to the Occupational Safety and HealthAct. Notwithstanding the foregoing, Landlord shall, at Tenant’s sole cost and expense, cooperatewith Tenant in executing permitting applications and performing other ministerial acts reasonablynecessary to enable Tenant to obtain a High Pile Stock Permit (or comparable permit) from theapplicable governmental authority, if applicable. Tenant, at Tenant’s sole cost and expense, shallbe responsible for the installation of any fire hose valves, draft curtains, smoke venting and anyadditional fire protection systems (including, but not limited to, fire extinguishers) that may berequired by the fire department or any governmental agency because of Tenant’s specific use of theProperty. It shall be considered a Tenant Delay under Article Fourteen below if a delay inobtaining such permit thereby delays or affects Landlord’s receipt of governmental permits,approvals or certificates of occupancy.     Tenant shall, at its sole cost and expense, promptly comply with any Applicable Laws whichrelate to (or are triggered by) (i) Tenant’s use of the Property, and (ii) any alteration or anytenant improvements made by Tenant or at the request of Tenant. Should any standard or regulationnow or hereafter be imposed on Tenant by any federal, state or local governmental body charged withthe establishment, regulation and enforcement of occupational, health or safety standards, thenTenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations.The judgment of any court of competent jurisdiction or the admission of Tenant in any judicialaction, regardless of whether Landlord is a party thereto, that Tenant has violated any ApplicableLaws, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall immediatelynotify Landlord in writing of any water infiltration at the Property of which Tenant becomes aware.Landlord shall be responsible for constructing the Base Building Shell Improvements in accordancewith Applicable Laws, including, without limitation, the Americans with Disabilities Act.     Section 5.03. **Hazardous Materials**.          5.03.1 **Definitions**.          A. “**Hazardous Material**” means any substance, whether solid, liquid or gaseous in nature:               (i) the presence of which requires investigation or remediation under any federal, state orlocal statute, regulation, ordinance, order, action, policy or common law; or               (ii) which is or becomes defined as a “hazardous waste,” “hazardous substance,” pollutant orcontaminant under any federal, state or local statute, regulation, rule or ordinance or amendmentsthereto including, without limitation, the Comprehensive Environmental Response, Compensation andLiability Act (42 U.S.C. section 9601 et seq.) and/or the Resource Conservation and Recovery Act(42 U.S.C. section 6901 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. section1801 et seq.), the Federal Water Pollution Control Act (33 U.S.C. section 1251 et seq.), the CleanAir Act (42 U.S.C. section 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C.section2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. section 651 et seq.), asthese laws have been amended or supplemented; or               (iii) which is regulated or becomes regulated under any Environmental Requirements (definedbelow) as toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic,or otherwise hazardous; or               (iv) the presence of which on the Property causes or threatens to cause a nuisance upon theProperty or to adjacent properties or poses or threatens to pose a hazard to the health or safetyof persons on or about the Property; or               (v) the presence of which on adjacent properties constitutes a trespass by Tenant; or               (vi) without limitation which contains gasoline, diesel fuel or other petroleum hydrocarbons(provided that Hazardous Materials shall not include any such products that are contained solelywithin a motor vehicle); or               (vii) without limitation which contains polychlorinated biphenyls (PCBs), asbestos or ureaformaldehyde foam insulation; or   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
               (viii) without limitation which contains radon gas, other than naturally-occurring conditionsat the Property.          B. “**Environmental Requirements**” means all applicable present and future:               (i) statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals,plans, authorizations, concessions, franchises, and similar items relating to the protection ofhuman health or the environment (including, but not limited to those pertaining to reporting,licensing, permitting, investigation and remediation), of all Governmental Agencies; and               (ii) all applicable judicial, administrative, and regulatory decrees, judgments, and ordersrelating to the protection of human health or the environment, including, without limitation, allrequirements pertaining to emissions, discharges, releases, or threatened releases of HazardousMaterials into the air, surface water, groundwater or land, or relating to the manufacture,processing, distribution, use, treatment, storage, disposal, transport, or handling of HazardousMaterials.     C. “**Environmental Damages**” means all claims, judgments, damages, losses, penalties, fines,liabilities (including strict liability), encumbrances, liens, costs, and expenses (including theexpense of investigation and defense of any claim, whether or not such claim is ultimatelydefeated, or the amount of any good faith settlement or judgment arising from any such claim) ofwhatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable orunforeseeable (including without limitation reasonable attorneys’ fees and disbursements andconsultants’ fees) any of which are incurred at any time as a result of the existence of HazardousMaterial upon, about, or beneath the Property or migrating or threatening to migrate to or from theProperty, or the existence of a violation of Environmental Requirements pertaining to the Propertyand the activities thereon, regardless of whether the existence of such Hazardous Material or theviolation of Environmental Requirements arose prior to the present ownership or operation of theProperty including, without limitation:               (i) damages for personal injury, or injury to property or natural resources occurring upon oroff of the Property, including, without limitation, lost profits, consequential damages, the costof demolition and rebuilding of any improvements on real property, interest, penalties and damagesarising from claims brought by or on behalf of employees of Tenant (with respect to which Tenantwaives any right to raise as a defense against Landlord any immunity to which it is entitled underany worker’s compensation laws);               (ii) fees, costs or expenses incurred for the services of attorneys, consultants, contractors,experts (and similar environmental professionals), laboratories and all other costs incurred inconnection with the investigation or remediation of such Hazardous Materials in manner consistentwith this Section 5.03 or violation of such Environmental Requirements, including, but notlimited to, the preparation of any feasibility studies or reports or theperformance of any cleanup, remediation, removal, response, abatement, containment, closure,restoration or monitoring work required by any Governmental Agency under any EnvironmentalRequirements or reasonably necessary to make full economic use of the Property in a mannerconsistent with its then current use, and including without limitation any attorneys’ fees, costsand expenses incurred in enforcing the provisions of this Lease or collecting any sums duehereunder;               (iii) liability to any third person or Governmental Agency to indemnify such person orGovernmental Agency for costs expended in connection with the items referenced in subparagraph (ii)above; and               (iv) actual diminution in the fair market value of the Property to the extent resulting fromthe presence of Hazardous Materials at the Property in violation of this Lease, including withoutlimitation any reduction in fair market rental value or life expectancy of the Property or theimprovements located thereon or the restriction on the use of or adverse impact on the marketing ofthe Property or any portion thereof.          D. “**Governmental Agency**” means all governmental agencies, departments, commissions, boards,bureaus or instrumentalities of the United States, states, counties, cities and politicalsubdivisions thereof.          E. The “**Tenant Group**” means Tenant, Tenant’s successors, assignees, guarantors, officers,members, managers, directors, agents, employees, contractors, invitees, permitees or other partiesunder the supervision or control of Tenant or entering the Property during the Lease Term at therequest of or with the permission of Tenant. The   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
Tenant Group shall exclude Landlord or Landlord’sagents, contractors, invitees, permitees, employees, or other parties under the supervisions orcontrol of Landlord.          5.03.2 **Prohibitions**.          A. Other than (a) normal quantities of general office and cleaning supplies used in theordinary course of business, (b) Hazardous Materials used in the ordinary course of Tenant’sbusiness in compliance with all applicable Environmental Requirements that are of such a nature andde minimus in amount that they would not reasonably be expected to result in anyEnvironmental Damages, and (c) except as specified on Exhibit “D” attached hereto, Tenantshall not cause or permit any Hazardous Material to be brought upon, treated, kept, stored,disposed of, discharged, released, produced, manufactured, generated, refined or used upon, aboutor beneath the Property by the Tenant Group or any other person without the prior written consentof Landlord, not to be unreasonably withheld, conditioned, or delayed. From time to time duringthe Lease Term, Tenant may request Landlord’s approval of Tenant’s use of other HazardousMaterials, which approval shall not be unreasonably withheld, conditioned, or delayed, providedthat to the extent a Hazardous Material is required for Tenant to operate its business consistentwith the Permitted Use, Tenant’s use of such Hazardous Material shall be approved by Landlord solong as Tenant’s use is in strict compliance with all Environmental Requirements. Tenant shall,prior to the Lease Commencement Date, provide to Landlord for those Hazardous Materials describedon Exhibit “D”: (a) a description of handling, storage, use and disposal procedures; and(b) all “community right to know” plans or disclosures and/or emergency response plans which Tenantis required to supply to local Governmental Agencies pursuant to any Environmental Requirements.          B. Tenant shall not cause or permit the commission by the Tenant Group, or by any otherperson, of a violation of any Environmental Requirements upon, about or beneath the Property.          C. Tenant shall neither create nor permit the Tenant Group to create any environmental lien,security interest or other similar charge or encumbrance with respect to the Property, includingwithout limitation, any lien imposed pursuant to section 107(f) of the Superfund Amendments andReauthorization Act of 1986 (42 U.S.C. section 9607(l)) or any similar state statute.          D. Except for the above-ground storage tanks identified on the attached Exhibit “D”for the storage of carbon dioxide, liquid nitrogen, and diesel fuel, respectively, the installationand operation of which are hereby authorized by Landlord (provided that Tenant’s installation andoperation are in compliance with the requirements of this Section 5.03 and the plans andspecifications for the installation of the same have been or will be approved by Landlord pursuantto the terms of this Lease), Tenant shall not install, operate or maintain any above or below gradetank, sump, pit, pond, lagoon or other storage or treatment vessel or device containing HazardousMaterials (collectively, “**Tanks**”) on the Property without Landlord’s prior written consent, whichshall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the above, to theextent a Tank is required for Tenant to operate its business consistent with the PermittedUse, Tenant’s use of such Tank shall be approved by Landlord so long as Tenant’s use is instrict compliance with all Environmental Requirements, and provided further that the prohibitionsand consent requirements of this paragraph shall not apply to any storage vessel use by Tenanthaving a capacity of less than twenty (20) gallons.          5.03.3 **Indemnity**.          A. Tenant, its successors, assigns and guarantors, agree to indemnify, defend, reimburse andhold harmless:               (i) Landlord; and               (ii) any other person who acquires all or a portion of the Property in any manner (includingpurchase at a foreclosure sale) and who becomes entitled to exercise the rights and remedies ofLandlord under this Lease; and               (iii) the directors, officers, shareholders, employees, partners, members, managers, agents,contractors, subcontractors, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees,successors, assigns and invitees of such persons;   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
from and against any and all Environmental Damages which exist as a result of the activities ornegligence of the Tenant Group relating to the Property, to the extent of the same, or which existas a result of the breach of any warranty or covenant or the inaccuracy of any representation ofTenant contained in Section 5.03 of this Lease, or by Tenant’s remediation of the Propertyor failure to meet its obligations contained in Section 5.03 this Lease, provided thatTenant’s duty to remediate environmental conditions at or emanating from the Property (or to paythe costs of such remediation) shall be limited to the obligations set forth in Section5.03.4 below.          B. The obligations contained in this Section 5.03.3 shall include, but not be limitedto, the burden and expense of defending all claims, suits and administrative proceedings, even ifsuch claims, suits or proceedings are groundless, false or fraudulent, and conducting allnegotiations of any description, and paying and discharging, when and as the same become due, anyand all judgments, penalties or other sums due against such indemnified persons. Landlord, at itssole expense, and without charge-back to Tenant, may employ additional counsel of its choice toassociate with counsel representing Tenant.          C. Landlord shall have the right but not the obligation to join and participate in, andjointly control, if it so elects at its sole expense and without charge-back to Tenant, any legalproceedings or actions initiated in connection with Tenant’s activities. Landlord may also jointlynegotiate, defend, approve and appeal any action taken or issued by any applicable GovernmentalAgency with regard to contamination of the Property by a Hazardous Material.          D. The obligations of Tenant in this Section 5.03.3 shall survive the expiration ortermination of this Lease.          E. The obligations of Tenant under this Section 5.03.3 shall not be affected by anyinvestigation by or on behalf of Landlord, or by any information which Landlord may have or obtainwith respect thereto, except as otherwise expressly provided in Section 5.03.11 below.          5.03.4 **Obligation to Remediate**. Subject to the obligation of Tenant to indemnify Landlordpursuant to this Lease, Tenant shall, upon demand of Landlord, at its sole cost and expense andusing contractors approved by Landlord (such approval not to be unreasonably withheld, conditioned,or delayed), promptly take all actions to remediate the Property and to mitigate EnvironmentalDamages which are required by the Environmental Requirements or which are reasonably necessary tomake full economic use of the Property (in a manner consistent with its then current use), whichremediation and mitigation is necessitated from the presence upon, about or beneath the Property,at any time during or upon termination of this Lease (whether discovered during or following theLease Term), of a Hazardous Material or a violation of Environmental Requirements existing as aresult of the activities or negligence of the Tenant Group relating to the Property. Such actionsshall include, but not be limited to, the investigation of the environmental condition of theProperty, the preparation of any feasibility studies, reports or remedial plans, and theperformance of any cleanup, remediation, containment, operation, maintenance, monitoring orrestoration work required under this Section 5.03,whether on or off the Property, which shall be performed in a manner approved by Landlord(such approval not to be unreasonably withheld, conditioned, or delayed).          5.03.5 **Right to Inspect**. Subject to the inspection provisions of Section 16.28 ofthis Lease and the confidentiality provisions of Section 5.03.12 below, Landlord shall havethe right in its sole and absolute discretion, but not the duty, to enter and conduct an inspectionof the Property, including invasive tests (but any such invasive tests shall only be permittedfollowing a reasonable determination that Hazardous Materials may have been introduced to theProperty other than those Hazardous Materials previously approved by Landlord for use and which areused in compliance with all Environmental Requirements), at any reasonable time to as necessary todetermine whether Tenant is complying with the terms of this Lease, including but not limited tothe compliance of the Property and the activities thereon with Environmental Requirements and theexistence of Environmental Damages as a result of the activities of the Tenant Group at theProperty. Landlord shall have the right, but not the duty, to retain any independent professionalconsultant (the “**Consultant**”) to enter the Property to conduct such an inspection or to review anyreport prepared by or for Tenant concerning such compliance, provided that the Consultant shallagree to be bound by the provisions of Section 16.28 and Section 5.03.12 of thisLease. The cost of the Consultant shall be paid by Landlord except to the extent suchinvestigation discloses a violation of any Environmental Requirement by the Tenant Group or theexistence of a Hazardous Material on the Property or any other property caused by the activities ornegligence of the Tenant Group at the Property (other than Hazardous Materials used in compliancewith all Environmental Requirements and previously approved by Landlord), in which case Tenantshall pay the cost of the Consultant and Landlord shall promptly provide Tenant with a copy of all   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
reports, data and other documents prepared by Consultant in connection with its inspection, subjectto Tenant’s compliance with the applicable confidentiality provisions of Section 5.03.12below.          5.03.6 **Notification**. If Tenant shall become aware of or receive notice or other communicationconcerning any actual, alleged, suspected or threatened violation of Environmental Requirements, orliability of Tenant for Environmental Damages in connection with the Property or past or presentactivities of any person thereon, including but not limited to notice or other communicationconcerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive,summons, proceeding, complaint, notice, order, writ, or injunction, relating to same, then Tenantshall deliver to Landlord within ten (10) days of the receipt of such notice or communication byTenant, a written description of said violation, liability, or actual or threatened event orcondition, together with copies of any documents evidencing same. Receipt of such notice shall notbe deemed to create any obligation on the part of Landlord to defend or otherwise respond to anysuch notification nor any liability of Tenant for the information contained in the notice.          If requested by Landlord in writing, Tenant shall disclose to Landlord the names and amountsof all Hazardous Materials other than general office and cleaning supplies and other substanceslisted on the attached Exhibit “D” and referred to in Section 5.03.2 of this Lease,which are then being used, generated, treated, handled, stored or disposed of on the Property or,if known by Tenant, which Tenant intends to use, generate, treat, handle, store or dispose of onthe Property. The foregoing in no way shall limit the necessity for Tenant obtaining Landlord’sconsent pursuant to Section 5.03.2 of this Lease.          5.03.7 **Surrender of Property**. In the ninety (90) days prior to the expiration or terminationof the Lease Term, and for up to ninety (90) days after the later to occur of: (i) Tenant fullysurrenders to Landlord exclusive possession of the Property; and (ii) the termination of thisLease, Landlord may have an environmental assessment of the Property performed in accordance withSection 5.03.5 of this Lease. Tenant shall perform, at its sole cost and expense, anyclean-up or remedial work reasonably recommended by the Consultant that is required to remove,mitigate or remediate any Hazardous Materials and/or contamination of the Property caused by theactivities or negligence of the Tenant Group to the extent such is required by Section5.03.4 above.          5.03.8 **Assignment and Subletting**. In the event this Lease provides that Tenant may assignthis Lease or sublet the Property subject to Landlord’s consent and/or certain other conditions,and if the proposed assignee’s or sublessee’s activities in or about the Property involve the use,handling, storage or disposal of any Hazardous Materials other than those used by Tenant and inquantities and processes similar to Tenant’s uses in compliance with this Lease, Landlord maywithhold its consent to such assignment or sublease if the risk of contamination posed by suchactivities is materially greater than that posed by Tenant’s activities.          5.03.9 **Storage Tanks**. Without limiting the generality of the above provisions of thisSection 5.03, with respect to any above or underground storage tanks to be located on theProperty by Tenant with Landlord’s consent, Tenant shall keep all permits and registrations currentand shall provide Landlord with copies of all test results regardingsuch tanks, including without limitation, tightness testing and release detection results, allsubmissions to and correspondence with any Governmental Agency regarding such tests and providecopies of all plans for responding to releases from such tanks, including any and all SPCC (spillprevention control and countermeasure) plans. Tenant shall, within twenty-four (24) hours, notifyLandlord of any release or suspected release from such tanks, and shall immediately commencecorrective action and shall remediate any release in accordance with Section 5.03.4 above,unless Landlord specifically consents in writing to a lesser standard for remediation. Tenantshall comply with all requests by Landlord for reasonable, appropriate and lawful modifications toany spill prevention, investigation or remediation plan and in connection with any investigationor remediation to bring such plan, investigation or remediation into compliance with EnvironmentalRequirements and shall allow Landlord to conduct its own testing in connection with any spill orrelease and provide Landlord with split samples of Tenant’s sampling upon Landlord’s writtenrequest.          5.03.10 **Survival of Hazardous Materials Obligation**. Tenant’s material breach of any of itscovenants or obligations under this Section 5.03 shall constitute a material default underthis Lease. The obligations of Tenant under this Lease shall survive the expiration or earliertermination of this Lease without any limitation, and shall constitute obligations that areindependent and severable from Tenant’s covenants and obligations to pay rent under this Lease.          5.03.11 **Landlord’s Representation and Warranty; Indemnity**. As of the date of this Lease,Landlord represents and warrants to Tenant that to the best of Landlord’s actual knowledge (andexcept as otherwise disclosed in any environmental assessment report provided by Landlord toTenant), the Property is free of any Hazardous Materials in   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
violation of any EnvironmentalRequirements. For purposes of this Lease, “Landlord’s actual knowledge” shall be deemed to meanthe actual knowledge (as opposed to implied, constructive or imputed) of R. Stan Conway.Notwithstanding anything to the contrary in this Section 5.03, Tenant shall have noliability of any kind to Landlord for, and Landlord shall indemnify, defend, reimburse and holdharmless Tenant and the other members of the Tenant Group from and against, any and allEnvironmental Damages resulting from (1) any pre-existing Hazardous Materials located on theProperty as of the date of this Lease (the **“Pre-existing Hazardous Materials**”), and (2) anyHazardous Materials caused or permitted to be located on the Property during the Lease Term(whether or not claims related to the same are brought during or after the Lease Term) by theLandlord Group (other than any Hazardous Materials located on the Property resulting from theactivities or negligence of the Tenant Group), or Hazardous Materials contamination exacerbated bythe Landlord Group during the Lease Term, to the extent of such exacerbation, and (3) anyviolations of Environmental Requirements by the Landlord Group during the Lease Term, includingviolations resulting from Landlord’s construction of the Building Shell Improvements as of the dateof Substantial Completion of the Building Shell Improvements. During the construction of theBuilding Shell Improvements and at all other times during the Lease Term, Landlord shall complywith, and cause the other members of the Landlord Group to comply with, the applicableEnvironmental Requirements. The indemnity obligations of Landlord in this Section 5.03.11shall survive the expiration or earlier termination of this Lease.          5.03.12 **Confidentiality of Information**. Landlord agrees to maintain any information providedto it by the Tenant Group under this Section 5.03, including any information provided onExhibit “D”, as confidential (“**Confidential Information**”) and agrees not to provide suchinformation to any third parties, including any Governmental Agency, without the express writtenconsent of Tenant, which shall not be unreasonably withheld, conditioned, or delayed, except that,upon agreement to these confidentiality restrictions by the anticipated recipient, such informationcontained in this Lease may be provided to any accountants of Landlord in connection with thepreparation of Landlord’s financial statements or tax returns, to agents or consultants of Landlordin connection with Landlord’s performance of its obligations under this Lease, to an assignee ofthis Lease or purchaser of the Property, to a lender or prospective lender, or to a person to whomdisclosure is required in connection with any action brought to enforce this Lease. In the eventApplicable Law requires Landlord to provide Confidential Information to a third party, including aGovernmental Agency, Landlord shall give notice to Tenant of its intent to comply with such Laws atleast five (5) days in advance of distributing the Confidential Information. Similarly, Tenantagrees to maintain any information provided to it by Landlord under this Section 5.03,including any information provided pursuant to Section 5.03.5 above, as confidential(“**Landlord’s Confidential Information**”) and agrees not to provide such information to any thirdparties, including any Governmental Agency, without the express written consent of Landlord, whichshall not be unreasonably withheld, conditioned, or delayed, except that, upon agreement to theseconfidentiality restrictions by the anticipated recipient, such information may be provided to anyaccountants of Tenant in connection with the preparation of Tenant’s financial statements or taxreturns, to agents or consultants of Tenant in connection with Tenant’s performance of itsobligations under this Lease, to an assignee of this Lease, to a lender or prospective lender, orto a person to whom disclosure is required in connection with any action brought to enforce thisLease. In the event Applicable Law requires Tenant to provide Landlord’s Confidential Informationto a third party, including a Governmental Agency, Tenant shall give notice to Landlord of itsintent to comply with such Laws at least five (5) days in advance of distributing Landlord’sConfidential Information.          Section 5.04. **Auctions and Signs**. Tenant shall not conduct or permit any auctions orsheriff’s sales at the Property. Subject to Landlord’s prior written approval (which shall not beunreasonably withheld, conditioned, or delayed), and provided all signs are in keeping with thequality, design and style of the business park within which the Property is located, Tenant, at itssole cost and expense, may install an identification sign (“**Sign**”) at the Property; provided,however, that (i) the size, color, location, materials and design of the Sign shall be subject toLandlord’s prior written approval (which shall not be unreasonably withheld, conditioned, ordelayed); (ii) the Sign shall comply with all applicable governmental rules and regulations and theProperty’s covenants, conditions and restrictions; (iii) the Sign shall not be painted directly onthe Building or attached or placed on the roof of the Building; and (iv) Tenant’s continuingsignage right shall be contingent upon Tenant maintaining the Sign in a first-class condition. AtTenant’s written request and at Tenant’s sole cost, Landlord agrees to use commercially reasonableefforts to assist Tenant in maximizing the visibility of the Sign in relation to the Interstate 85corridor, to the extent permitted by Applicable Laws. Tenant shall be responsible for all costsincurred in connection with the design, construction, installation, repair and maintenance of theSign. Upon the expiration or earlier termination of this Lease, Tenant shall cause the Sign to beremoved and shall repair any damage caused by such removal (including, but not limited to, patchingand painting), all at Tenant’s sole cost and expense. Any signs, notices, logos, pictures, namesor advertisements which are installed and that have not been separately approved by Landlord, maybe removed by Landlord, without notice by Landlord to Tenant at Tenant’s sole cost and expense.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 5.05. **Indemnity**. Tenant shall indemnify, defend, protect and hold harmless Landlord(and Landlord’s affiliates, employees, agents, contractors, and property manager) from any and allcosts, claims, loss, damage, expense and liability (including without limitation court costs,litigation expenses, and reasonable attorneys’ fees) incurred in connection with or arising from:(a) Tenant’s use of the Property, including, but not limited to, those arising from any accident,incident, injury or damage, however and by whomsoever caused (except to the extent of any claimarising out of Landlord’s sole active negligence or willful misconduct), to any person or propertyoccurring on the Property; (b) the conduct of Tenant’s business or anything else done or permittedby Tenant to be done on the Property; (c) any breach or default in the performance of Tenant’sobligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under thisLease; or (e) other acts or omissions of Tenant. As a material part of the consideration toLandlord, Tenant assumes all risk of damage to property or injury to persons in or about theProperty arising from any cause (including, but not limited to, those arising from a claim ofnegligence), and Tenant hereby waives all claims in respect thereof against Landlord, except to theextent of any claim arising out of Landlord’s sole active negligence or willful misconduct;provided, however, that this waiver is subject to Section 4.04(d)(iv) above. As used inthis Section, the term “**Tenant**” shall include Tenant’s employees, agents, contractors and invitees,if applicable. The provisions of this Section 5.05 shall survive the expiration or earliertermination of this Lease with respect to any claims or liability occurring prior to suchexpiration or earlier termination, and shall constitute obligations that are independent andseverable from Tenant’s covenants and obligations to pay rent under this Lease.     Section 5.06. **Landlord’s Access**. Landlord reserves the right at all reasonable times andupon reasonable notice to Tenant to enter the Property to (i) inspect it; (ii) show the Property toprospective purchasers, mortgagees or tenants, or to the ground or underlying lessors; (iii) postnotices of non-responsibility; (iv) alter, improve or repair the Property; or (v) place “For Sale”and, within the final nine (9) months of the Lease Term, “For Lease” signs on the Property.Notwithstanding anything to the contrary contained in this Section 5.06, Landlord may enterthe Property at any time to (A) perform services required of Landlord; (B) take possession due toany breach of this Lease, in the manner provided in this Lease, and consistent with applicable law;and (C) perform any covenants of Tenant which Tenant fails to perform within thirty (30) daysfollowing Landlord’s written notice and demand therefore, except in case of an emergency. Any suchentries shall be without the abatement of Rent and shall include the right to take such reasonablesteps as required to accomplish the stated purposes. Tenant hereby waives any claims for damagesor for any injuries or inconvenience to or interference with Tenant’s business, lost profits, anyloss of occupancy or quiet enjoyment of the Property, and any other loss occasioned thereby. Foreach of the above purposes, Landlord may request and Tenant shall provide a key with which tounlock all the doors in the Property. In an emergency, Landlord shall have the right to use anymeans that Landlord may deem proper to open the doors in and to the Property. Any entry into theProperty in the manner described above shall not be deemed to be a forcible or unlawful entry into,or a detainer of, the Property, or an actual or constructive eviction of Tenant from any portion ofthe Property. Notwithstanding the above, except in case of an emergency or an Event of Default,Landlord’s entry into the Property is subject to Landlord’s compliance with Tenant’s reasonablesecurity procedures, which shall be applicable and fairly imposed on all persons seeking access tothe Property.     Section 5.07. **Parking**. Tenant shall not allow large trucks or other large vehicles to beparked on the public streets located adjacent to the Property. With respect to the Property, theparking or storing of large trucks and other commercial vehicles is allowed in front of, adjacentand perpendicular to Tenant’s dock high loading doors at the Property, so as to be on the concreteapron adjacent to such doors (as shown on the attached Exhibit “A”), or in other areas ofthe Property specifically designated by Landlord for such purpose (as shown on the attachedExhibit “A”), but not otherwise.     Section 5.08. **Quiet Possession**. If Tenant pays the rent and complies with all other terms ofthis Lease, Landlord agrees to defend Tenant’s right to enjoy the Property for the full Lease Termagainst all parties, subject to the provisions of this Lease.**ARTICLE SIX CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS** ****     Section 6.01. **Existing Conditions**. Subject to the performance of Landlord’s obligations underArticle Fourteen below**,**Tenant agrees to accept the Property in its “as-is” condition as ofthe Building Shell Substantial Completion Date, subject to all recorded matters, laws, ordinances,and governmental regulations. Except as expressly provided in this Lease, Tenant acknowledges thatneither Landlord nor any agent of Landlord has made any representations or warranties, express orimplied, whatsoever with respect to the condition of the Property, the Building or any portion ofthe Project, or any buildings or other improvements on or comprising a part of either of same, norwith respect to the fitness or suitability thereof for any particular use or purpose, and Tenanthereby waives any and all such implied warranties, including specifically but without limitationany implied warranty or representation of suitability. Tenant represents and   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
warrants that Tenanthas made its own inspection of and inquiry regarding the condition of the Property (or has had theopportunity to do so) as it exists as of the date of this Lease and is not relying on anyrepresentations of Landlord or any Broker with respect thereto.     Section 6.02. **Exemption of Landlord from Liability**. Landlord shall not be liable for anydamage or injury to the person, business (or any loss of income therefrom), goods, wares,merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any otherperson in or about the Property, whether such damage or injury is caused by or results from: (a)fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or otherdefects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures orany other cause; (c) conditions arising in or about the Property or upon other portions of theProject, or from other sources or places; (d) criminal acts or entry by unauthorized persons intothe Property or the Building; or (e) any act or omission of any other tenant of Landlord. Landlordshall not be liable for any such damage or injury even though the cause of or the means ofrepairing such damage or injury are not accessible to Tenant. The provisions of this Section6.02 shall not, however, exempt Landlord from liability to the extent of Landlord’s grossnegligence or willful misconduct, and are subject to Section 4.04(d)(iv) above.     Section 6.03. **Landlord’s Obligations**. Subject to Article Seven (Damage orDestruction) below, and Article Eight (Condemnation) below and except for (a) thestructural portions of (i) the foundations, (ii) the exterior walls, (iii) the roof of theProperty, (iv) floor slab, and (v) parking areas and sidewalks, and (b) all underground pipes andconduits for the provision of utilities to their point of entry into the Building (except for thosepipes and conduits constructed or installed and maintained by a utility provider), which shallremain Landlord’s responsibility at Landlord’s sole cost and without charge-back to Tenant,Landlord shall have absolutely no responsibility to repair, maintain or replace any portion of theProperty at any time. Tenant waives the benefit of any present or future law which might giveTenant the right to repair the Property at Landlord’s expense or to terminate this Lease due to thecondition of the Property; provided, however, that nothing in this sentence or elsewhere in thisLease shall or is intended to abrogate Tenant’s common law right to assert a claim against Landlordfor constructive eviction.     Section 6.04. **Tenant’s Obligations**.          (a) Except as provided in Section 6.03 above, Article Seven (Damage orDestruction) below, and Article Eight (Condemnation) below, Tenant, at Tenant’s sole costand expense, shall keep all portions of the Property (including structural, nonstructural,interior, exterior, systems and equipment) in good order, condition and repair. If any portion ofthe Property or any system or equipment in the Property that Tenant is obligated to repair cannotbe fully repaired or restored (in Landlord’s judgment), Landlord may promptly replace such portionof the Property or system or equipment in the Property. The cost of such replacement shall beamortized (including interest at seven percent (7%) per annum on the unamortized amount) over theuseful life as reasonably determined by Landlord in a manner consistent with generally acceptedaccounting principles, and Tenant shall be liable only for monthly amortization paymentsrepresenting that portion of the cost which is applicable to the remaining Lease Term (as it may beextended), and if the full replacementcost is initially borne by Tenant, Landlord shall reimburse Tenant within thirty (30) daysfollowing Tenant’s replacement, failure of which will entitle Tenant to a credit against futureAdditional Rent obligations in an amount equal to Landlord’s share of such total cost, plusInterest from the reimbursement due date. Tenant shall maintain a preventive maintenance servicecontract providing for the regular inspection and maintenance of the Property’s heating and airconditioning systems by a licensed heating and air conditioning contractor, unless Landlord makesthe election described in the next succeeding sentence. Landlord shall have the right, uponTenant’s failure to do so and upon written notice to Tenant, to undertake the responsibility forpreventive maintenance of all or a portion of the Property’s heating and air conditioning systems,the reasonable cost of which shall be paid by Tenant as Additional Rent. Tenant shall alsomaintain a preventive maintenance service contract providing for the regular inspection andmaintenance of the Building’s roof. If any part of the Property or the Project is damaged by anyact or omission of Tenant, Tenant shall pay Landlord the cost of repairing or replacing suchdamaged property, whether or not Landlord would otherwise be obligated to pay the cost ofmaintaining or repairing such property. It is the intention of Landlord and Tenant that, at alltimes during the Lease Term, Tenant shall maintain the Property in an attractive, first-class andfully operative condition. Without limiting the generality of the provisions contained above inthis Section 6.04(a), Tenant agrees to repair any damage caused by the transportation andstorage of its products in, on, or about the Property, including, but not limited to any damage tothe Property’s concrete floor slab, adjoining concrete ramps, adjoining concrete truck apron, andadjoining asphalt parking and access areas due to the use of forklifts hauling Tenant’s products,but excluding ordinary wear and tear. Tenant’s repair obligation described above shall include thereplacement of any damaged areas of the Property or the Project, if repair is impracticable, so asto restore such areas to the condition existing prior to such damage.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
          (b) Tenant shall fulfill all of Tenant’s obligations under this Section 6.04 atTenant’s sole expense. If Tenant fails to maintain, repair or replace the Property as required bythis Section 6.04, Landlord may (but without any obligation to do so), upon ten (10) days’prior notice to Tenant (except that no notice shall be required in the case of an emergency), enterthe Property and perform such maintenance or repair (including replacement, as needed) on behalf ofTenant. In such case, Tenant shall reimburse Landlord for all costs incurred in performing suchmaintenance or repair immediately upon demand.          (c) Notwithstanding anything to the contrary contained in this Section 6.04 orelsewhere in this Lease, provided that Tenant complies with all of the terms and conditions of suchwarranties of which it is aware and does not knowingly breach the same, Tenant shall have noobligation to undertake or to pay any costs associated with any repair, maintenance or replacementcovered by the warranties obtained by Landlord in connection with Landlord’s development andconstruction of the Building Shell Improvements as contemplated in Article Fourteen below.Rather, Landlord will look solely to the providers of such warranties to undertake and/or pay forthe costs of any such maintenance, repair or replacement, to the extent covered by such warranties,and Landlord shall be solely responsible for any failure of performance or shortfall arising undersuch warranties, unless such failure or shortfall results from the acts or omissions of Tenant.     Section 6.05. **Alterations, Additions, and Improvements**.          (a) Tenant shall not make any alterations, additions, or improvements to the Property(“**Tenant’s Alterations**”) without Landlord’s prior written consent, except for non-structuralinterior alterations that (i) do not exceed Two Hundred Thousand Dollars ($200,000.00) in cost;(ii) are not visible from the outside of the Building; and (iii) do not alter or penetrate thefloor slab or the roof membrane. Tenant shall promptly remove any Tenant’s Alterations constructedin violation of this Section 6.05(a) upon Landlord’s written request. All Tenant’sAlterations shall be performed in a good and workmanlike manner, in conformity with all ApplicableLaws, and all contractors and subcontractors shall be approved by Landlord. Upon completion of anysuch work, Tenant shall provide Landlord with “as built” plans, copies of all constructioncontracts, and proof of payment for all labor and materials. Notwithstanding anything to thecontrary in this Section, Tenant must obtain Landlord’s prior written consent for any Tenant’sAlterations that will (or may) be visible from the outside of the Building. Landlord shall havethe right, in its reasonable discretion, to determine the location of any such visible Tenant’sAlterations and require the screening of such items at Tenant’s sole cost and expense.          (b) Tenant shall pay when due all claims for labor and material furnished to the Property byor at the request of Tenant. Tenant shall give Landlord at least twenty (20) days’ prior writtennotice of the commencement of any work on the Property, regardless of whether Landlord’s consent tosuch work is required. Landlord may elect to record and post notices of non-responsibility on theProperty, to the extent permitted under applicable law.          (c) To the extent Landlord’s prior consent is required by this Section 6.05, Landlordmay condition its consent to any proposed Tenant’s Alterations on such reasonable requirements asLandlord, deems necessary or desirable, including without limitation: (i) Tenant’s submission toLandlord, for Landlord’s prior written approval, of all plans and specifications relating toTenant’s Alterations; (ii) Landlord’s prior written approval of the contractors and subcontractorsperforming Tenant’s Alterations; (iii) Tenant’s written notice of whether Tenant’s Alterationsinclude the use or handling of any Hazardous Materials; (iv) Tenant’s obtaining or causing itscontractor to obtain, for Landlord’s benefit and protection, of such insurance as Landlord mayreasonably require (in addition to that required under Section 4.04 of this Lease); and (v)Tenant’s payment to Landlord of all reasonable third party out-of-pocket costs and expenses (the“**Out-of-Pocket Costs**”) incurred by Landlord because of Tenant’s Alterations, including, but notlimited to, Out-of-Pocket Costs reasonably incurred by engaging a third-party (if reasonablynecessary) in reviewing the plans and specifications for, and the progress of, Tenant’sAlterations, and costs of engaging outside consultants (whether for structural engineering reviewor otherwise).          (d) Within thirty (30) days following the imposition of any lien or stop notice resultingfrom any of Tenant’s Alterations (an “**Imposition**”), Tenant shall either (a) cause such Impositionto be released of record by payment, or (b) in case of a disputed Imposition, cause the posting ofa proper bond in favor of Landlord or provide other security satisfactory to Landlord. In case ofa disputed Imposition, Tenant shall diligently contest such Imposition and indemnify, defend, andhold Landlord harmless from any and all loss, cost, damage, liability and expense (includingattorney’s fees) arising from or related to it. If Tenant fails to take either action within suchthirty (30)-day period, Landlord, at its election, may pay and satisfy the Imposition, in whichcase the sum so paid by Landlord, with interest from the date of payment at   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
the rate set forth inSection 4.07 of this Lease, shall be deemed Additional Rent due and payable by Tenantwithin ten (10) days after Tenant’s receipt of Landlord’s payment demand.          (e) Notwithstanding any language to the contrary in this Section 6.05, if the proposedTenant’s Alterations involve or affect in any way one or more of the structural components of theBuilding, or materially affect in any way life safety matters, including, but not limited to, theBuilding’s or Project’s fire suppression system (collectively, the “**Structural and SafetyAlterations**”), Landlord’s prior written consent to that portion of the work affecting structuralcomponents and life safety systems will be required, regardless of the cost of the proposedAlterations. Moreover, Tenant agrees to use contractors and subcontractors selected by Landlordfor the construction of any and all permitted Structural and Safety Alterations, and for any workinvolving possible roof penetrations (so as to ensure that any such work is performed properly anddoes not render any applicable roof warranty void or voidable).          (f) Tenant acknowledges and agrees that any Tenant’s Alterations are wholly optional withTenant and are not being required by Landlord, either as a condition to the effectiveness of thisLease or otherwise.     Section 6.06. **Condition upon Termination**. Upon the termination of this Lease, Tenant shallsurrender the Property to Landlord, broom clean and in the same condition as received, ordinarywear and tear excepted; provided, however, Tenant shall not be obligated to repair any damage whichLandlord is required to repair under Article Seven (Damage or Destruction) below. Inaddition, Landlord may require Tenant to remove any Tenant’s Alterations (whether made or not madewith Landlord’s consent) prior to the expiration of this Lease, and to restore the Property to itsprior condition, ordinary wear and tear excepted, all at Tenant’s expense. All alterations,additions and improvements which Tenant may remove pursuant to this Section 6.06 but hasnot removed and which Landlord has not required Tenant to remove shall become Landlord’s propertyand shall be surrendered to Landlord upon the expiration or earlier termination of this Lease.Tenant may remove any of Tenant’s machinery, fixtures, equipment, modular improvements, furnitureor other personal property that can be removed without irreparable damage to the Property. Tenantshall repair, at Tenant’s expense, any damage to the Property caused by the removal of any suchmachinery, fixtures, equipment, modular improvements, furniture or other personal property(including, without limitation, the complete removal of all studs and bolts that penetrate thefloor or walls and filling and patching the holes; provided, however, that with respect to floorbolt anchors, the provisions of Section 6.09 below shall control). In no event, however,shall Tenant remove any of the following materials or equipment (which shall be deemed Landlord’sproperty) without Landlord’s prior written consent: any power wiring and power panels; lighting andlighting fixtures; wall coverings; drapes, blinds and other window coverings; carpets and otherfloor coverings; heaters, air conditioners and any other heating and air conditioning equipment;fencing and security gates; load levelers, dock lights, dock locks and dock seals; and othersimilar building operating equipment and decorations. Without limiting the generality of theabove, Tenant, at Tenant’s sole cost and expense, shall remove all of the initial TenantImprovements (but Tenant need not remove any of the Building Modifications) prior to the expirationor earlier termination of this Lease. Tenant’s obligations under this Section 6.06 shallalso include its obligationsunder Section 5.04 with respect to any Sign. If Tenant fails, by the expiration ofthis Lease or within thirty (30) days following any earlier termination of the Lease Term, torestore the Property to the condition required under this Section 6.06, then Tenant shallpay Landlord on demand an amount equal to the cost of such restoration work, plus an administrationfee equal to fifteen percent (15%) of such amount. Notwithstanding any language to the contrary inthis Section 6.06, Landlord shall notify Tenant in writing at the time (a) Tenant seeksLandlord’s consent to any Tenant’s Alterations, or (b) Tenant provides written notice to Landlordof any Tenant’s Alterations not requiring Landlord’s consent, that Landlord state (at the time itgrants its consent, if applicable) whether or not removal will be required at the expiration orearlier termination of the Lease Term. Any such written request of Tenant shall specifically citethis Lease provision and Landlord’s obligation to make such a statement.     Section 6.07. **Roof Access**. Anything in this Lease to the contrary notwithstanding, Tenant andany of its employees, agents, contractors or invitees shall have access to the roof of the Buildingfor purposes reasonably related to Tenant’s completion of the Tenant Improvements, Tenant’s use ofthe Property or the discharge of Tenant’s repair, maintenance and replacement obligations underthis Lease, without the need to obtain Landlord’s consent; provided, however, that Tenant shall,consistent with Section 6.04 of this Lease, be solely responsible for repairing any damageto the non-structural components of the roof, including the roof membrane, resulting from suchaccess. Moreover, Tenant shall comply with all manufacturer’s requirements and recommendationswith regard while accessing the rooftop so as not to void or cancel the warranty covering the roofmembrane. Tenant shall request and Landlord shall provide Tenant with a copy of suchmanufacturer’s requirements and recommendations prior to Tenant’s initial access to the rooftop.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 6.08. **Floor Load Limits**. Tenant shall not place a load upon any floor of the Propertyexceeding the floor load per square foot area which it was designed to carry and which is allowedby law. Landlord reserves the right to prescribe the weight and position of all safes, unusuallyheavy machinery and mechanical equipment in the Building, the location of which is not reflected inthe Preliminary Plans (defined below). Such installations shall be placed and maintained byTenant, at Tenant’s expense, in settings sufficient to absorb and prevent vibration, noise andannoyance to other occupants of the Project.     Section 6.09. **Floor Bolt Anchors**. Prior to anchoring any racking or equipment to the floor ofthe Property, Tenant shall drill the holes for any anchor bolts to a depth that is one inch (1”)deeper than normally required for such anchoring mechanism. Upon the expiration or earliertermination of this Lease, Tenant shall cut the top off any exposed anchor bolts, pound theremaining bolt into the one inch (1”) space described above, and pour epoxy filler into theexisting hole so that the epoxy filler is flush with the floor, all at Tenant’s sole cost andexpense.**ARTICLE SEVEN DAMAGE OR DESTRUCTION** ****     Section 7.01. **Damage or Destruction to Property**.          (a) Tenant shall notify Landlord in writing (“**Damage Notice**”) promptly upon the occurrence ofany damage to the Property. Subject to the provisions of Section 7.01(c) and Section7.01(d) below, if the insurance proceeds received by Landlord from the insurance policiesdescribed in Section 4.04(b) above are sufficient to pay for the necessary repairs, thisLease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible.Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipment, orimprovements. In the absence of such an election, Tenant shall be solely responsible for therepair, replacement and restoration of Tenant’s fixtures, equipment, or improvements and shallpromptly commence such repair and diligently pursue the same to completion, unless this Lease isterminated as provided in this Article Seven.          (b) If the insurance proceeds received by Landlord are not sufficient to pay the entire costof repair (provided that such insufficiency is not the result of Landlord’s failure to maintain theproperty insurance required under Section 4.04(b) above), or if the cause of the damage isnot covered by the insurance policies which Landlord is required to maintain under Section4.04(b) above, Landlord may elect either to: (i) repair the damage as soon as reasonablypossible, in which case this Lease shall remain in full force and effect; or (ii) terminate thisLease as of the date the damage occurred. Landlord shall notify Tenant within thirty (30) daysafter receipt of the Damage Notice whether Landlord elects to repair the damage or terminate thisLease. If Landlord elects to repair the damage, Tenant shall pay to Landlord within ten (10) daysfollowing Landlord’s receipt of the insurance proceeds (i) the deductible amount under Landlord’sinsurance policies (which deductible amount shall not exceed $10,000.00), and (ii) if the damage isdue to an act or omission of Tenant, or Tenant’s employees, agents, contractors or invitees, thedifference between the actual cost of repair and any insurance proceeds received by Landlord(including, but not limited to, the entirety of any such deductible amount). If Landlordelects to terminate this Lease, Tenant may elect to continue this Lease in full force andeffect, in which case Tenant shall repair any damage to the Property and the Building. Tenantshall pay the cost of such repairs, except that upon satisfactory completion of such repairs,Landlord shall deliver to Tenant any insurance proceeds received by Landlord for the damagerepaired by Tenant within ten (10) days following completion of such repairs and Landlord’s receiptof such proceeds. Any such amounts advanced by Tenant in excess of insurance proceeds madeavailable to Tenant shall be carried forward as a credit against the purchase price otherwisepayable by Tenant if Tenant exercises its First Refusal Right (defined below) or Purchase Option(defined below) as contemplated in Articles Seventeen and Nineteen below. Tenantshall give Landlord written notice of such election within thirty (30) days after receivingLandlord’s termination notice.          (c) If the repairs to the Property are estimated to require more than one hundred eighty (180)days from Landlord’s receipt of insurance proceeds and building permits (the “**Repair Period**”) to beSubstantially Completed, then either Landlord or Tenant shall have the right to terminate thisLease as of the later to occur of: (i) the date of the damage or destruction; and (ii) the dateTenant ceases to do business on the Property and delivers exclusive possession thereof to Landlord.Tenant shall have the right, at any time and from time to time to request in writing that Landlorddeliver to Tenant a written notice (the “**Contractor Certificate**”) certifying to both Landlord andTenant, in the reasonable opinion of Landlord’s contractor, the amount of time required to repairor complete the repair of the Property. If, in the Contractor Certificate, the contractorcertifies that the repair of the Property will take a period in excess of the Repair Period, thenwithin fifteen (15) days after the delivery of the Contractor Certificate to Tenant, Tenant orLandlord may terminate this Lease by delivering written notice of such termination to the otherparty within such fifteen (15) day period, and this Lease shall be terminated as of the date of theoccurrence of such damage or destruction. Notwithstanding the   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
foregoing, Tenant shall not have anyright to terminate this Lease under this Section 7.01 if the damage to the Property wascaused by the acts or omissions of Tenant or its agents, employees, contractors, or invitees.          (d) If the damage to the Property occurs during the last one hundred eighty (180) days of theLease Term and such damage will require more than thirty (30) days to Substantially Complete therepair, then either Landlord or Tenant may elect to terminate this Lease as of the date the damageoccurred, regardless of the sufficiency of any insurance proceeds. The party electing to terminatethis Lease, pursuant to this Section 7.01(d), shall give written notification to the otherparty of such election within thirty (30) days after Tenant’s Damage Notice.     Section 7.02. **Temporary Reduction of Rent**. If the Property is destroyed or damaged andLandlord or Tenant repairs or restores the Property pursuant to the provisions of this ArticleSeven, any Rent payable during the period of such damage, repair and/or restoration shall bereduced according to the degree, if any, to which Tenant’s use of the Property is impaired.However, the reduction shall not exceed the sum of one year’s payment of Base Rent, insurancepremiums and Real Property Taxes. Except for such possible reduction in Rent, Tenant shall not beentitled to any compensation, reduction, or reimbursement from Landlord as a result of any damage,destruction, repair, or restoration of or to the Property.     Section 7.03. **Waiver**. Tenant waives the protection of any statute, code or judicial decisionwhich may grant to Tenant the right to terminate a lease in the event of the destruction of theleased property. Landlord and Tenant agree that the provisions of Article Seven above shallgovern the rights and obligations of Landlord and Tenant in the event of any destruction of theProperty.**ARTICLE EIGHT CONDEMNATION** ****     If all or any portion of the Property is taken under the power of eminent domain or sold underthe threat of that power (all of which are called “**Condemnation**”), this Lease shall terminate as tothe part taken or sold on the date the condemning authority takes title or possession, whicheveroccurs first. If more than twenty percent (20%) of the floor area of the Building is taken, eitherLandlord or Tenant may terminate this Lease as of the date the condemning authority takes title orpossession, by delivering written notice to the other within ten (10) days after receipt of writtennotice of such taking (or in the absence of such notice, within ten (10) days after the condemningauthority takes title or possession). If neither Landlord nor Tenant terminates this Lease, thisLease shall remain in effect as to the portion of the Property not taken, except that the Base Rentand Additional Rent shall be reduced in proportion to the reduction in the floor area of theProperty. Landlord shall be entitled to receive the entire award or payment in connectiontherewith, except that Tenant shall have the right to file any separate claim available to Tenantfor any taking of Tenant’s personal property and fixtures belonging to Tenant and removable byTenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for movingexpenses, so long as such claim does not diminish the award available to Landlord, itsground lessor with respect to the real property or its lender, and such claim is payableseparately to Tenant. If this Lease is not terminated, Landlord shall repair any damage to theProperty caused by the Condemnation, except that Landlord shall not be obligated to repair anydamage for which Tenant has been reimbursed by the condemning authority. If the severance damagesreceived by Landlord are not sufficient to pay for such repair and the shortfall is a materialamount, Landlord shall have the right to either terminate this Lease or make such repair atLandlord’s expense without charge-back to Tenant.**ARTICLE NINE ASSIGNMENT AND SUBLETTING** ****     Section 9.01. **Transfers**. Tenant shall not, without the prior written consent of Landlord,assign, mortgage, pledge, encumber or otherwise transfer, this Lease or any interest hereunder,permit any assignment or other such foregoing transfer of this Lease or any interest hereunder byoperation of law, or sublet the Property or any part thereof (all of the foregoing are hereinaftersometimes referred to collectively as “**Transfers**” and any person to whom any Transfer is made orsought to be made is hereinafter sometimes referred to as a “**Transferee**”). To request Landlord’sconsent to any Transfer requiring such consent under the provisions of this Article Nine,Tenant shall notify Landlord in writing, which notice (the “**Transfer Notice**”) shall include (i) theproposed effective date of the Transfer, which shall not be less than thirty (30) days after thedate of delivery of the Transfer Notice, (ii) a description of the portion of the Property to betransferred (the “**Subject Space**”), (iii) all of the terms of the proposed Transfer and theconsideration therefor, including a calculation of the “**Transfer Premium**,” as that term is definedin Section 9.03 below, in connection with such Transfer, the name and address of theproposed Transferee, and a copy of all existing and/or proposed documentation pertaining to theproposed Transfer, including all existing operative documents to be executed to evidence suchTransfer or the agreements incidental or related to such Transfer, and (iv) current financialstatements of the proposed Transferee certified   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
by an officer, partner or owner thereof, and anyother information required by Landlord, which will enable Landlord to determine the financialresponsibility, character, and reputation of the proposed Transferee, nature of such Transferee’sbusiness and proposed use of the Subject Space, and such other information as Landlord mayreasonably require. Any Transfer requiring but made without Landlord’s prior written consentshall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option,constitute a material default by Tenant under this Lease. Whether or not Landlord shall grantconsent, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable legalfees incurred by Landlord in connection with such review, within thirty (30) days after writtenrequest by Landlord, subject to the provisions of Section 12.02 below.     Section 9.02. **Landlord’s Consent**. Landlord shall not unreasonably withhold its consent to anyproposed Transfer of the Subject Space to the Transferee on the terms specified in the TransferNotice. The parties hereby agree that it shall be reasonable under this Lease and under anyapplicable law for Landlord to withhold consent to any proposed Transfer where one or more of thefollowing apply, without limitation as to other reasonable grounds for withholding consent:          9.02.1 The Transferee’s character or reputation is significantly less prestigious than that ofthe Tenant;          9.02.2 The Transferee’s business or use of the Subject Space is not permitted under thisLease;          9.02.3 The Transferee is not a party of reasonable financial worth and/or financial stabilityin light of the responsibilities involved under this Lease on the date consent is requested;          9.02.4 The terms of the proposed Transfer will allow the Transferee to exercise a right ofrenewal, right of expansion, right of first offer, purchase option or other similar right held byTenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right).          If Landlord consents to any Transfer pursuant to the terms of this Section 9.02 (anddoes not exercise any recapture rights Landlord may have under Section 9.04 of this Lease),Tenant may within one hundred eighty (180) days after Landlord’s consent, but not later than theexpiration of such 180-day period, enter into such Transfer of the Property or portion thereof,upon substantially the same terms and conditions as are set forth in the Transfer Notice furnishedby Tenant to Landlord pursuant to Section 9.01 of this Lease.     Section 9.03. **Transfer Premium**. In the event of a Transfer requiring Landlord’s consent, ifLandlord consents to such a Transfer, as a condition thereto which the parties hereby agree isreasonable, Tenant shall pay to Landlord as and when received from the Transferee fifty percent(50%) of any “Transfer Premium,” as that term is defined in this Section 9.03, received byTenant from such Transferee. “Transfer Premium” shall mean(a) all rent, additional rent or other consideration payable by such Transferee in excess ofthe Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basisif less than all of the Property is transferred, less (b) Tenant’s actual, necessary, andreasonable cost of effecting the Transfer, including, without limitation, brokerage fees,attorneys’ fees, subtenant allowances and concessions, and permit, insurance, and constructioncosts. “Transfer Premium” shall also include, but not be limited to, key money and bonus moneypaid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fairmarket value for services rendered by Tenant to Transferee or for assets, fixtures, inventory,equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.     Section 9.04. **Landlord’s Option as to Subject Space**. Notwithstanding anything to the contrarycontained in this Article Nine, Landlord shall have the option, by giving written notice toTenant within thirty (30) days after receipt of any Transfer Notice, to recapture the SubjectSpace. Such recapture notice shall cancel and terminate this Lease with respect to the SubjectSpace as of the effective date of the proposed Transfer until the last day of the term of theTransfer as set forth in the Transfer Notice. In the event of a recapture by Landlord, if thisLease shall be canceled with respect to less than the entire Property, the Rent reserved hereinshall be prorated on the basis of the number of rentable square feet retained by Tenant inproportion to the number of rentable square feet contained in the Property, and this Lease as soamended shall continue thereafter in full force and effect, and upon request of either party, theparties shall execute written confirmation of the same. In the event of a recapture, Landlord may,if it elects, enter into a new lease covering the Subject Space with the intended Transferee onsuch terms as Landlord and such person or entity may agree or enter into a new lease covering theSubject Space with any other person or entity; in such event, Tenant shall not be entitled to anyportion of the Transfer Premium, if any, which Landlord may realize on account of such terminationand reletting. Notwithstanding any language to the contrary in this Article Nine, prior todelivery of a Transfer Notice, Tenant may provide Landlord with   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
notice of Tenant’s intention topursue a possible Transfer involving a sublease of all or a portion of the Property or anassignment of Tenant’s interest in this Lease (“**Preliminary Transfer Notice**”). The PreliminaryTransfer Notice shall include a description of the nature of the contemplated Transfer and arequest that Landlord indicate within twenty (20) days following Landlord’s receipt of thePreliminary Transfer Notice (or within twenty (20) days following Landlord’s receipt from Tenant ofany additional information reasonably requested in writing by Landlord with respect to thecontemplated Transfer) whether Landlord intends to exercise its right of recapture as contained inthis Section 9.04 in the event Tenant provides Landlord with a Transfer Notice. IfLandlord fails to timely respond to the inquiry contained in the Preliminary Transfer Notice,Landlord is deemed to have expressed an intention to exercise its recapture right. If Landlordnotifies Tenant of its intention not to exercise its recapture right (“**Landlord’s IntentionNotice**”), Tenant will be entitled to pursue a proposed Transfer free of any risk of recapture byLandlord as long as Tenant delivers a Transfer Notice to Landlord within one hundred twenty (120)days following Tenant’s receipt of Landlord’s Intention Notice.     Section 9.05. **Effect of Transfer**. If Landlord consents to a Transfer, (i) the terms andconditions of this Lease shall in no way be deemed to have been waived or modified, (ii) suchconsent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii)Tenant shall deliver to Landlord, promptly after execution, an original executed copy of alldocumentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenantshall furnish upon Landlord’s request a complete statement, certified by an independent certifiedpublic accountant, or Tenant’s chief financial officer, setting forth in detail the computation ofany Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transferrelating to this Lease or agreement entered into with respect thereto, whether with or withoutLandlord’s consent, shall relieve Tenant or any guarantor of Tenant’s obligations under this Leasefrom liability under this Lease; provided, however, that if a Transferee has a minimum tangible networth (as determined according to generally accepted accounting principles, consistently applied)of Fifty Million Dollars ($50,000,000), then Landlord shall release Tenant from any futureliability under this Lease. Landlord or its authorized representatives shall have the right at allreasonable times to audit the books, records and papers of Tenant relating to any Transfer andrelevant to the determination of the existence of any Transfer Premium, and shall have the right tomake copies thereof. If the Transfer Premium respecting any Transfer shall be found understated,Tenant shall, within thirty (30) days after demand, pay the deficiency, and if the deficiency isunderstated by more than seven percent (7%), Tenant shall also pay Landlord’s costs of such auditnot to exceed Two Thousand Five Hundred Dollars ($2,500.00).     Section 9.06. **Additional Transfers**. For purposes of this Lease, the term “**Transfer**” shallalso include: (i) if Tenant is a partnership, the cumulative withdrawal or change, voluntary,involuntary or by operation of law, of fifty percent (50%) or more of the partners, or thecumulative transfer of fifty percent (50%) or more of partnership interests, within a twelve(12)-month period, or the dissolution of the partnership without immediate reconstitution thereof;(ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not tradedthrough an exchange or over the counter), (A) the dissolution, merger, consolidation or otherreorganization of Tenant, (B) the sale or other transfer ofmore than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than toimmediate family members by reason of gift or death), within a twelve (12)-month period, or (C) thesale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of thevalue of the unencumbered assets of Tenant within a twelve (12) month period; and (iii) if Tenantis a limited liability company, any cumulative transfer of more than fifty percent (50%) of themembership interests. If Tenant is a corporation whose stock is publicly held and traded throughan exchange or over the counter, no sale or other transfer of the stock is a Transfer within themeaning of this Article Nine. In addition to those types of Transfers specified above inthis Article Nine, any use of the Property by an individual or entity other than Tenant,whether pursuant to a license or concession, or otherwise, shall be deemed a Transfer requiringLandlord’s consent; provided, however, that the use of any portion of the Property by Tenant and athird party as part of a partnering, co-development or similar arrangement or association in theordinary course of Tenant’s business in the development of drugs shall not constitute a Transferunder this Lease. Notwithstanding any language to the contrary in this Article Nine,Landlord agrees not to withhold its consent to any proposed assignment of Tenant’s leaseholdinterest in the Property to a lender as security, whether such proposed assignment is in the formof a leasehold deed to secure debt, leasehold mortgage, or otherwise; provided, however, that thegranting of such consent is expressly conditioned on the full execution and delivery of a consentagreement containing terms and conditions reasonably acceptable to Landlord, Landlord’s lender,Tenant and Tenant’s lender.     Section 9.07. **Tenant Affiliate**. Notwithstanding anything to the contrary contained inSection 9.01 of this Lease, a Transfer of all or a portion of the Property to an affiliateof Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) orto any corporation or other entity resulting from a merger or restructuring of or consolidationwith Tenant (collectively, “**Tenant Affiliate**”), shall not be deemed a Transfer under ArticleNine for which (a) consent is required, or (b) any Transfer Premium is payable, provided that:(i) Tenant immediately notifies Landlord of   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
any such Transfer; (ii) promptly supplies Landlord withany documents or information requested by Landlord regarding such Transfer; (iii) if such Transferis an assignment, Tenant Affiliate assumes in writing all of Tenant’s obligations under this Lease;and (iv) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease.“**Control**,” as used herein, shall mean the ownership, directly or indirectly, of at least fifty-onepercent (51%) of the voting securities of, or possession of the right to vote, in the ordinarydirection of its affairs, of at least fifty-one percent (51%) of the voting interest in, any personor entity. The right of a Tenant Affiliate to exercise a renewal Option, the First Refusal Right(defined below), Expansion Option (defined below), or Purchase Option (defined below) shall begoverned by the other provisions of this Lease dealing with such options and rights.     Section 9.08. **Transfer Involving Sublease**. Every Transfer in the form of an approved subleasetransaction shall be evidenced by a written sublease (the “**Sublease**”) between Tenant and thesubtenant (“**Subtenant**”). The Sublease or, where applicable, Landlord’s written consent requiredunder Section 9.01 above, to which Tenant and Subtenant shall be parties (the “**Consent**”),shall comply with the following requirements:          (i) The form of the Sublease, and the terms and conditions thereof, shall be subject toLandlord’s approval, which shall be granted or withheld in Landlord’s reasonable discretion.          (ii) The Sublease shall be subject to, and shall incorporate by reference, all of the termsand conditions of this Lease, except those terms and conditions relating to Base Rent, AdditionalRent, and any other amount due under this Lease. Subtenant shall acknowledge in the Sublease orConsent that it has reviewed and agreed to all of the terms and conditions of this Lease.Subtenant shall agree in the Sublease or Consent not to do, or fail to do, anything that wouldcause Tenant to violate any of its obligations under this Lease.          (iii) The Sublease or Consent shall require that: (1) Subtenant shall have no right toexercise any option to extend the Lease Term or exercise the First Refusal Right, or PurchaseOption, or Expansion Option (or any similar rights) granted to Tenant in this Lease; and (2) theSublease shall require Tenant to agree that it shall neither exercise on behalf of, nor assign to,Subtenant any such options or rights. Nothing in this Section 9.08(iii) shall abrogateTenant’s right to exercise any such rights and options for its own account, regardless of theexistence of any such Sublease.          (iv) The Sublease or Consent shall contain, in full, any use restrictions or other provisionsof this Lease that affect the use of the Property, and any other provisions that Landlord otherwiserequires be contained in the Sublease.          (v) The Sublease or Consent shall contain a waiver of subrogation against Landlord and shallrequire Subtenant’s insurance policies to acknowledge such a waiver of subrogation.          (vi) The Sublease or Consent shall prohibit a sub-subletting of the Property or the assignmentof the Sublease by Subtenant, without first obtaining Landlord’s consent, which consent may begranted or withheld in Landlord’s sole and absolute discretion.          (vii) The Sublease or Consent shall require Subtenant, acting through Tenant, to obtainLandlord’s prior written consent to any alterations to the Property, to the extent Tenant isrequired by this Lease to obtain such consent.          (viii) The Sublease or Consent shall require: (1) Subtenant to send Landlord copies of any andall notices concerning the Property that Subtenant is obligated to provide to Tenant; and (2)Tenant to send Landlord copies of any and all notices concerning the Property that Tenant isobligated to provide to Subtenant.          (ix) The Sublease or Consent shall provide that, at Landlord’s option, the Sublease shall notterminate in the event that this Lease terminates. The Sublease or Consent shall require Subtenantto execute an attornment agreement, if Landlord, in its sole and absolute discretion, shall electto have the Sublease continue beyond the date of termination of this Lease. Such attornmentagreement shall be in form and content acceptable to Landlord pursuant to which Subtenant confirmsit is in direct privity of contract with Landlord and that all obligations owed to Tenant under theSublease shall become obligations owed to Landlord for the balance of the term of the Sublease.          (x) The Sublease or Consent shall provide that unless and until such time as an attornmentagreement is executed by Subtenant pursuant to the terms and conditions of the preceding subsection(ix), nothing   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
contained in the Sublease shall create or shall be construed or deemed to createprivity of contract or privity of estate between Landlord and Subtenant.          (xi) The Sublease or Consent shall provide that Subtenant shall have no right (and shall waiveany rights it may have) to hold Landlord responsible for any liability in connection with theProperty, including, without limitation, any liability arising from the noncompliance with anyfederal, state, or local laws applicable to the Property.          (xii) The Sublease or Consent shall provide that: (1) Nothing in the Sublease shall amend orshall be construed or deemed to amend this Lease; and (2) Tenant and Subtenant shall not amend theSublease, without Landlord’s prior written consent.          (xiii) The Sublease or Consent shall contain such other terms as Landlord may reasonablyrequire.     Section 9.09. **No Merger**. No merger shall result from Tenant’s sublease of the Property underthis Article Nine, Tenant’s surrender of this Lease or the termination of this Lease in anyother manner. In any such event, Landlord may terminate any or all subtenancies or succeed to theinterest of Tenant as sublandlord under any or all subtenancies.     Section 9.10. **Tenant’s Indemnity**. If Landlord shall withhold its consent to any proposedassignment or subletting in conformance with Landlord’s rights under this Article Nine, orif Landlord shall exercise its recapture right in Section 9.04 above, Tenant shallindemnify, defend, and hold harmless Landlord (and Landlord’s affiliates, agents, and employees,and their affiliates) from and against any and all loss, liability, damages, costs and expenses(including attorneys’ fees) resulting from any claims that may be made against Landlord by theproposed assignee or subtenant or by any brokers or other persons claiming a commission or similarcompensation in connection with the proposed assignment or subletting based on Landlord’s properwithholding of its consent to such Transfer.**ARTICLE TEN DEFAULTS; REMEDIES** ****     Section 10.01. **Covenants and Conditions**. Tenant’s performance of each of Tenant’s obligationsunder this Lease is a condition as well as a covenant. Tenant’s right to continue in possession ofthe Property is conditioned upon such performance. Time is of the essence in the performance ofall covenants and conditions.     Section 10.02. **Defaults**. Tenant shall be in material default under this Lease (an “**Event ofDefault**”):          (a) If Tenant abandons the Property;          (b) If Tenant fails to pay Rent or any other charge when due and does not cure such failurewithin five (5) business days after receipt of written notice thereof; provided, however, thatLandlord shall not be obligated to provide more than two (2) such notices in any consecutive12-month period;          (c) If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for aperiod of thirty (30) days after written notice from Landlord; provided that if more than thirty(30) days are required to complete such performance, Tenant shall not be in default if Tenantcommences such performance within the thirty (30) day period and thereafter diligently pursues itscompletion. However, Landlord shall not be required to give such notice if Tenant’s failure toperform constitutes a non-curable breach of this Lease. The notice required by this paragraph is(i) intended to satisfy any and all notice requirements imposed by law on Landlord and is not inaddition to any such requirement, and (ii) not intended to extend the time for Tenant’s performanceif a shorter period of time for performance is expressly provided in this Lease.          (d) (i) If Tenant makes a general assignment or general arrangement for the benefit ofcreditors; (ii) if a bankruptcy petition is filed by or against Tenant and is not dismissed withinthirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantiallyall of Tenant’s assets located at the Property or of Tenant’s interest in this Lease and possessionis not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assetslocated at the Property or of Tenant’s interest in this Lease is subjected to attachment, executionor other judicial seizure which is not discharged within thirty (30) days. If a court of competentjurisdiction determines that any of the acts described in this subparagraph (d) is not a defaultunder this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor inpossession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shallreceive, as   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connectionwith such assignment or sublease over the rent payable by Tenant under this Lease.          (e) If any future guarantor of this Lease revokes or otherwise terminates, or purports torevoke or otherwise terminate, any guaranty of all or any portion of Tenant’s obligations underthis Lease. Unless otherwise expressly provided, no guaranty of this Lease is revocable.     Section 10.03. **Remedies**. Upon the occurrence of any Event of Default, Landlord may at itsoption pursue any one or more of the following remedies, and any and all other rights or remediesaccruing to Landlord by law or otherwise, without any notice or demand to the extent permitted byapplicable law:          (a) Commence dispossessory proceedings with or without the termination of this Lease. Tenantshall remain liable for the payment of all rents accruing after any writ of possession as to theProperty is issued to Landlord.          (b) Commence proceedings against Tenant for all amounts owed by Tenant to Landlord, whether asBase Rent, Additional Rent, damages or otherwise.          (c) Terminate the Lease, in which event Tenant shall immediately surrender the Property toLandlord, and in such event Landlord shall have the right to institute legal action against Tenantto recover the amount of all loss and damage recoverable under Georgia law which Landlord maysuffer by reason of such breach by Tenant.          (d) Upon any termination of Tenant’s right to possession only, without termination of theLease, Landlord may, at Landlord’s option, enter into the Property, remove Tenant’s signs and otherevidences of tenancy, and take and hold possession thereof as provided below, without such entryand possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation,including Tenant’s obligation to pay rent, including any amounts treated as Additional Rent,hereunder for the full Lease Term. In any such case, Landlord may relet the Property on behalf ofTenant for such term or terms (which may be greater or less than the period which would otherwisehave constituted the balance of the Lease Term) and on such terms and conditions (which may includeconcessions of free rent and alteration, repair and improvement of the Property) as Landlord, inits sole discretion, may determine and receive directly the rent by reason of the reletting.Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any relettingof the Property. In no event shall Tenant be entitled to any rentals received by Landlord inexcess of the amounts due by Tenant hereunder. Tenant further agrees to reimburse Landlord upondemand for any expenditures made by it for remodeling or repairing in order to relet the Propertyand for all other expenses incurred in connection with such reletting (including, withoutlimitation, attorney’s fees and brokerage commissions). Landlord shall have no obligation to reletthe Property or any part thereof and shall in no event be liable for failure to relet the Propertyor any part thereof or, in the event of any such reletting, for refusal or failure to collect anyrent due upon such reletting. No such refusal or failure shall operate to relieve Tenant of anyliability under this Lease. Tenant shall instead remain liable for all rent and for all suchexpenses.          (e) Enter upon and take possession of the Property, without being liable for prosecution ofany claim for damages or for trespass or other tort.          (f) Do or cause to be done whatever Tenant is obligated to do under the terms of this Lease,in which case Tenant agrees to reimburse Landlord on demand for any and all costs or expenses whichLandlord may thereby incur. Tenant agrees that Landlord shall not be liable for any damagesresulting to Tenant from effecting compliance with Tenant’s obligations under this Lease, whethercaused by the negligence of Landlord or otherwise, except that Tenant shall not be liable fordamages arising from Landlord’s gross negligence or willful misconduct.          (g) Enforce the performance of Tenant’s obligations hereunder by injunction or other equitablerelief (which remedy may be exercised upon any breach or default or any threatened breach ordefault of Tenant’s obligations hereunder).          (h) With or without terminating this Lease, declare the difference, if any, between (i) theentire amount of the Base Rent and Additional Rent which would become due and payable during theremainder of the Lease Term, and the amount of any rental abated during any free rent period,discounted to present value using a discount rate equal to the Prime Rate in effect as of the dateof such declaration, and (ii) the fair rental value of the Property during the remainder of theLease Term (taking into account, among other factors, the anticipated duration of the period theProperty will be unoccupied prior to reletting and the anticipated cost of reletting the Property),also discounted to present value   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
using a discount rate equal to the Prime Rate in effect as of the date of such declaration, tobe due and payable immediately, in which event such sum shall be due and payable immediately andTenant agrees to pay the same at once, together with all Base Rent and Additional Rent and othersums then due, at the office of Landlord at the address set forth in Section 1.02 of thisLease; it being understood and agreed that such payment shall be and constitute Landlord’sliquidated damages, Landlord and Tenant acknowledging and agreeing that it is difficult orimpossible to determine the actual damages Landlord would suffer from Tenant’s breach hereof andthat the agreed upon liquidated damages are not punitive or penalties and are just, fair andreasonable, all in accordance with O.C.G.A. 13-6-7. As used in this Section 10.03, “PrimeRate” means the rate of interest published from time-to-time by The Wall Street Journal anddesignated as such in the “Money Rates” section of such publication.     Section 10.04. **Termination**. If Landlord properly elects to terminate this Lease as a resultof a Tenant default, Tenant shall be liable to Landlord for all damages resulting therefrom, whichshall include, without limitation, all costs, expenses and fees, including reasonable attorneys’fees that Landlord incurs in connection with the filing, commencement, pursuing and/or defending ofany action in any bankruptcy court or other court with respect to this Lease; the obtaining ofrelief from any stay in bankruptcy restraining any action to evict Tenant; or the pursuing of anyaction with respect to Landlord’s right to possession of the Property. All such damages suffered(apart from Base Rent and other rent payable hereunder) shall constitute pecuniary damages thatmust be reimbursed to Landlord prior to assumption of this Lease by Tenant or any successor toTenant in any bankruptcy or other proceeding.     Section 10.05. **Cumulative Remedies**. Landlord’s exercise of any right or remedy shall notprevent it from exercising any other right or remedy.     Section 10.06. **Surrender**. No act or thing done by Landlord or its agents during the LeaseTerm shall be deemed an acceptance of a surrender of the Property, and no agreement to accept asurrender of the Property shall be valid unless made in writing and signed by Landlord.     Section 10.07. **Removal of Tenant’s Property**. All furniture, equipment, and other personalproperty of Tenant not removed from the Property upon the abandonment thereof following an Event ofDefault by Tenant or upon the termination of this Lease for any cause whatsoever shall conclusivelybe deemed to have been abandoned by Tenant, and may be appropriated, sold, stored, destroyed orotherwise disposed of by Landlord without notice to Tenant and without obligation to accounttherefor. Tenant shall reimburse Landlord for all reasonable expenses incurred in connection withthe disposition of such personal property. Landlord, upon presentation of evidence of a thirdparty’s claim of ownership or security interest in any such abandoned property, may turn over suchproperty to the third party claimant without any liability to Tenant.     Section 10.08. **Consequential Damages**. Notwithstanding anything to the contrary contained inthis Lease, nothing in this Lease shall impose any obligations on Tenant and Landlord to beresponsible or liable for, and each hereby releases the other from all liability for, punitive orexemplary damages, or for consequential damages other than those consequential damages incurred byLandlord in connection with (a) the holdover of the Property by Tenant after the expiration orearlier termination of this Lease, (b) Environmental Damages suffered by Landlord resulting fromthe activities and negligence of the Tenant Group relating to the Property (but expressly excludingany such damages arising from the presence of Pre-existing Hazardous Materials).     Section 10.09. **Subordination of Landlord’s Statutory or Other Lien Rights**. At Tenant’swritten request, Landlord agrees to subordinate any statutory or other lien rights available toLandlord to the rights of any lender of Tenant with respect to any inventory, fixtures, machinery,equipment, accessions, furnishings, modular improvements and other such personal property locatedin or on the Property and all proceeds therefrom (collectively, the “**Personal Property**”), byexecution of a subordination agreement containing terms acceptable to such lender and Landlord,including, without limitation:          (a) An acknowledgement by Landlord that any claims that such lender may have against or withrespect to such Personal Property are superior to any lien or claim of any nature of Landlord withrespect thereto for so long as Tenant’s indebtedness to such lender remains unsatisfied;          (b) The agreement of Landlord that, as between Landlord and such lender, such lender mayremove from the Property any or all of the Personal Property owned by such lender or in which suchlender holds a security interest within a specified period of time, as long as such lender isresponsible for (i) any damage to the Property caused by such   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
removal of the Personal Property, and (ii) the payment of Base Rent (without any holdoverpremium) and Additional Rent for the period from the date which is ten (10) business days followingreceipt of Landlord’s written notice providing that Tenant’s right of possession with respect tothe Property has been terminated (and specifying that such lender’s right to remove the PersonalProperty in which such lender has an interest will be conditioned on the payment of rent unlesssuch removal is completed within ten (10) business days) until removal of the Personal Property iscompleted; and          (c) Such other terms and provisions, not inconsistent with the above terms and conditions orLandlord’s rights under this Lease, as such lender and Landlord may reasonably require, includingbut not limited to liability insurance and indemnity provisions reasonably acceptable to Landlord.     Section 10.10. **Repayment of “Free” Rent.**If this Lease provides for a postponement of anymonthly rental payments, a period of “ free” rent or other rent concession, such postponed rent or“free” rent is called the “Abated Rent.” Tenant shall be credited with having paid all of theAbated Rent on the expiration of this Lease Term only if Tenant has fully, faithfully, andpunctually performed all of Tenant’s obligations hereunder, including the payment of all rent(other than the Abated Rent) and all other monetary obligations and the surrender of the Propertyin the physical condition required by this Lease. Tenant acknowledges that its right to receivecredit for the Abated Rent is absolutely conditioned upon Tenant’s full, faithful and punctualperformance of its obligations under this Lease. Upon an Event of Default, the then unamortizedportion (amortized using a straight-line method over the initial Lease Term) of the Abated Rentshall immediately become due and payable in full and this Lease shall be enforced as if there wereno such rent abatement or other rent concession.     Section 10.11. **Repayment of Tenant Improvement Allowance.**If Landlord agrees, pursuant to theterms and provisions of Article Fourteen of this Lease, to provide Tenant with a TenantImprovement Allowance, then Tenant agrees to immediately pay Landlord the unamortized amount ofsuch Tenant Improvement Allowance (based on straight-line amortization over the initial Lease Term)in the event this Lease is terminated as the result of an Event of Default under Section10.02 of this Lease. The provisions of this Section 10.11 shall not in any way limitor abrogate the remedies available to Landlord elsewhere in this Lease on account of a default byTenant.**ARTICLE ELEVEN PROTECTION OF LENDERS**     Section 11.01. **Subordination**. This Lease is subject and subordinate to all present and futureground or underlying leases of the Project or Property, and to the lien of any mortgages or trustdeeds, now or hereafter in force against the Project or Property, and to all renewals, extensions,modifications, consolidations and replacements thereof, and to all advances made or hereafter to bemade upon the security of such mortgages or trust deeds, unless the holders of such mortgages ortrust deeds, or the lessors under such ground lease or underlying leases, require in writing thatthis Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before theelection becomes effective. Tenant covenants and agrees in the event any proceedings are broughtfor the foreclosure of any such mortgage or trust deed, or if any ground or underlying lease isterminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon anysuch foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, ifso requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as thelandlord under this Lease, provided such lienholder or purchaser or ground lessor shall agree toaccept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent andobserves and performs all of the terms, covenants and conditions of this Lease to be observed andperformed by Tenant. Landlord’s interest herein may be assigned as security at any time to anylienholder. Tenant shall, within fifteen (15) days following written request by Landlord, executesuch further instruments or assurances in the form attached hereto as Exhibit “B” or suchother form as is then reasonably required by Landlord’s lender and reasonably acceptable to Tenant(an “**SNDA**”) to evidence or confirm the subordination or superiority of this Lease to any suchmortgages, trust deeds, ground leases or underlying leases, and if Tenant fails to do so timely,such failure shall constitute a material Event of Default under this Lease without any furthernotice or opportunity to cure. Tenant waives the provisions of any current or future statute, ruleor law which may give or purport to give Tenant any right or election to terminate or otherwiseadversely affect this Lease and the obligations of the Tenant hereunder in the event of anyforeclosure proceeding or sale. Tenant shall not be required to do anything required under thisLease which is proscribed by the terms of any SNDA executed by Tenant at the request of Landlord.     Section 11.02. **Estoppel Certificates**.          (a) Upon Landlord’s written request, but no more than twice in a consecutive twelve (12) monthperiod, Tenant shall execute, acknowledge and deliver to Landlord a written statement, in the formattached hereto as   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
Exhibit “C” or such other form as is then required by Landlord’s lender, certifying:(i) that none of the terms or provisions of this Lease have been changed (or if they have beenchanged, stating how they have been changed); (ii) that this Lease has not been cancelled orterminated; (iii) the last date of payment of the Base Rent and other charges and the time periodcovered by such payment; (iv) that to Tenant’s actual knowledge Landlord is not in default underthis Lease (or, if Landlord is claimed to be in default, stating why); and (v) such other factualinformation with respect to Tenant or this Lease as Landlord may reasonably request or which anyprospective purchaser or encumbrancer of the Property may reasonably require. Tenant shall deliversuch statement to Landlord within fifteen (15) days after Landlord’s written request. Landlord maygive any such statement by Tenant to any prospective purchaser or encumbrancer of the Property.Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.          (b) If Tenant does not deliver such statement to Landlord within such ten (10) -day period,Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon thefollowing facts: (i) that the terms and provisions of this Lease have not been changed except asotherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated exceptas otherwise represented by Landlord; (iii) that not more than one month’s Base Rent or othercharges have been paid in advance; and (iv) that Landlord is not in default under this Lease. Insuch event, Tenant shall be estopped from denying the truth of such facts.     Section 11.03. **Tenant’s Financial Condition**. Within ten (10) days after written request fromLandlord, Tenant shall deliver to Landlord such financial statements, as Landlord reasonablyrequires, to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. Inaddition, Tenant shall deliver to any lender designated by Landlord any financial statementsrequired by such lender to facilitate the financing or refinancing of the Property. Tenantrepresents and warrants to Landlord that each such financial statement is a true and accuratestatement as of the date of such statement. All financial statements shall be confidential andshall be used only for the purposes set forth in this Lease. Notwithstanding any language to thecontrary in this Section, Tenant need not provided Landlord or any lender designated by Landlordwith copies of Tenant’s financial statements so long as such current financial informationrespecting Tenant is readily available to the public through filings with the U.S. Securities andExchange Commission.**ARTICLE TWELVE LEGAL COSTS**     Section 12.01. **Legal Proceedings**. If Tenant or Landlord shall be in breach or default underthis Lease, such party (the “**Defaulting Party**”) shall reimburse the other party (the“**Non-defaulting Party**”) upon demand for any costs or expenses that the Non-defaulting Party incursin connection with any breach or default of the Defaulting Party under this Lease, whether or notsuit is commenced or judgment entered. Such costs shall include legal fees and costs incurred forthe negotiation of a settlement (to the extent provided in any such settlement agreement), and theenforcement of rights under this Lease. Furthermore, if any action for breach of or to enforce theprovisions of this Lease is commenced, the court in such action shall award to the party in whosefavor a judgment is entered, a reasonable sum as attorneys’ fees and costs. The losing party insuch action shall pay such attorneys’ fees and costs. Tenant shall also indemnify Landlord againstand hold harmless Landlord (and Landlord’s affiliates, agents, employees, contractors, and theiraffiliates) from all costs, expenses, demands and liability Landlord may incur if Landlord becomesor is made a party to any claim or action (a) instituted by Tenant against any third party, or byany third party against Tenant, or by or against any person holding any interest under or using theProperty by license of or agreement with Tenant; (b) for foreclosure of any lien for labor ormaterial furnished to or for Tenant or such other person at the request of Tenant or such otherperson; or (c) necessary to protect Landlord’s interest under this Lease in a bankruptcy case, orother proceeding under Title 11 of the United States Code, as amended, filed by or against Tenant.Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counselreasonably acceptable to Landlord.     Section 12.02. **Landlord’s Consent**. Tenant shall pay Landlord’s reasonable attorneys’ feesincurred in connection with Tenant’s request for (a) Landlord’s consent under Article Nine(Assignment and Subletting) of this Lease, or in connection with any other act which Tenantproposes to do and which requires Landlord’s consent, or (b) other Landlord action.Notwithstanding the foregoing, Landlord’s attorneys’ fees shall not exceed Two Thousand FiveHundred Dollars ($2,500.00) per request in connection with a proposed assignment or sublease in theordinary course of business, provided that Landlord’s standard consent form is used.**ARTICLE THIRTEEN BROKERS**     Landlord and Tenant hereby warrant to each other that they have had no dealings with any realestate broker or agent in connection with the negotiation of this Lease, and that they know of noother real estate broker or agent who is   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
entitled to a commission in connection with this Lease,excepting only the real estate broker(s) or agent(s) named in Section 1.09 above (the“**Broker(s)**”). Each party agrees to indemnify and defend the other party against and hold the otherparty harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, andcosts and expenses (including without limitation reasonable attorneys’ fees) with respect to anyleasing commission or equivalent compensation alleged to be owing on account of the indemnifyingparty’s dealings with any real estate broker or agent, other than the Broker(s). Landlord herebydiscloses to Tenant that Landlord’s Broker is acting in this transaction as the agent of Landlordexclusively, and Tenant hereby consents to Landlord’s Broker acting in such capacity.**ARTICLE FOURTEEN BUILDING AND TENANT IMPROVEMENTS**     Section 14.01. **Building Shell Improvements.**Subject to obtaining all necessary governmentalapprovals (and subject to any changes mandated by the applicable governmental authorities as acondition to obtaining such approvals), Landlord shall use commercially reasonable efforts toconstruct the Building and the surrounding and associated improvements generally shown on theattached Exhibit “A” (including the driveways to be located on the Property that shallprovide vehicular access to Oakley Industrial Boulevard) using Landlord’s customary materials,methods, and means of construction, modified as required to construct in conformance with theBuilding Shell Plans (as defined below), prior to the Estimated Building Shell SubstantialCompletion Date, or as soon thereafter as is practicable (collectively, the “**Building ShellImprovements**”). The Building Shell Improvements, which shall be constructed lien free (subject topossible bona fide disputes that are resolved in due course) in a good and workmanlike manner inaccordance with all Applicable Laws, shall not include the Tenant Improvements (defined below).The Building Shell Improvements shall be constructed according to those certain constructiondrawings identified on the list attached as Exhibit “F” to this Lease (the “**Base BuildingShell Plans**”), as modified and supplemented by those preliminary drawings identified on the listattached as Exhibit “G” to this Lease (and, subject to Section 6.05 above, thefinal construction drawings to be prepared based on such preliminary drawings), plus all ChangeOrders (as defined in Section 14.03) below for Building Shell Improvements approved byTenant (collectively, the “**Modified Building Shell Plans**”). The changes to the Base Building ShellImprovements resulting from the modification and supplementation of the Base Building Shell Plansby the Modified Building Shell Plans are herein referred to as the “**Building Modifications**.” TheBase Building Shell Plans, as modified by the Modified Building Shell Plans are collectivelyreferred to in this Lease as the “**Building Shell Plans**.” Landlord shall construct those portionsof the Building Shell Improvements described in the Base Building Shell Plans at no additional costor expense to Tenant other than the Rent payable under this Lease. The Building Shell Improvementsdescribed in the Base Building Shell Plans are referred to herein as the “**Base Building ShellImprovements.**” Tenant shall, within thirty (30) days following full execution and delivery ofthis Lease, pay to Landlord in full the cost of the work described in the Modified Building ShellPlans, attributable solely to the Building Modifications which is in the amount of Two HundredNinety-one Thousand Three Hundred Twenty Dollars ($291,320.00) (the “**Modification Costs**”).Tenant’s failure to timely pay the full amount of the Modification Costs shall constitute a TenantDelay. Tenant shall not be responsible for payment of any other Modification Costs, exceptpursuant to Section 14.02 below. Neither Landlord nor Landlord’s Contractor shall beresponsible (but they agree to cooperate with Tenant if reasonably necessary, provided that anysuch cooperation shall be at Tenant’s sole cost and expense), for tracking compliance with therequirements for obtaining a possible LEED certification for the Building. Any such work relatedto obtaining such LEED certification shall be performed by Tenant or Tenant’s consultants atTenant’s sole cost and expense.     Section 14.02. **Changes**. Tenant may request a change to any part of the Building ShellImprovements by providing written notice to Landlord in which Tenant specifies with particularitythe requested changes. Within ten (10) business days of Landlord’s receipt of Tenant’s request forchanges (“**Changes**”), Landlord shall review the Changes requested and notify Tenant in writing(“**Change Order**”) of any increase or decrease in the cost of the Building Shell Improvements in suchreasonable detail as Tenant may request and the amount of any delay that would result from theChange. Landlord agrees to competitively bid the Changes and that the cost of such Changes shallbe equal to Landlord’s contractor’s actual cost plus fifteen percent (15%), which shall covergeneral conditions and overhead and profit and fees. Tenant shall approve or disapprove the ChangeOrder in writing before the expiration of three (3) business days following receipt of the ChangeOrder. Any failure to approve shall constitute a disapproval. Any and all Out-of-Pocket Costs,fees and expenses reasonably incurred by Landlord relative to a Tenant-approved Change Order to (a) evaluate a Tenant-requested Change, and (b) to change theBuilding Shell Improvements and to incorporate the Changes into the Building Shell Improvements or,the Tenant Improvements contemplated under the Change Order shall be expressly set forth in theChange Order and shall be paid by Tenant as provided in Section 14.05 below.     Section 14.03. **Substantial Completion**. If the Building Shell Improvements are notSubstantially Completed by the Estimated Building Shell Substantial Completion Date, because of aTenant Delay, then the Lease Commencement   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
Date shall be sixty (60) days following the date theBuilding Shell Improvements would have been Substantially Completed but for any Tenant Delay,subject to the provisions of Section 2.02 above. Tenant agrees that any Tenant Delay shallbe cumulative and shall not cause the Lease Commencement Date to be extended beyond what itotherwise would have been in the absence of any Tenant Delay. For purposes of this Lease, theBuilding Shell Improvements shall be Substantially Completed when (a) all of such improvements arecompleted in accordance with the Building Shell Plans, except for minor items of work (e.g.,pick-up, “punch list” work, etc.) that can be completed with only minor interference withconstruction and installation of the Tenant Improvements, which shall be itemized on a punch listand completed by Landlord within forty-five (45) days following the date of Substantial Completionof the Building Shell Improvements, (b) the applicable governmental authority has conducted itsfinal inspection of all Building Shell Improvements, has provided its approval thereof, and hasissued a Temporary Certificate of Occupancy (if applicable and available), (c) the architect ofrecord (Randall Paulson) has delivered to Tenant its executed Certificate of SubstantialCompletion, and (d) upon written notice from Landlord to Tenant of the foregoing, accompanied by acopy of such Temporary Certificate of Occupancy (if applicable and available) and a copy of suchCertificate of Substantial Completion and granting Tenant possession and occupancy of the BuildingShell Improvements (“**Substantially Completed**” or “**Substantial Completion**” of the Building ShellImprovements, or similar phrase).     Section 14.04. **Tenant Delay**. As used in this Lease, “**Tenant Delay**” shall mean, in addition toany Tenant Delay specifically described elsewhere in this Lease, any delay Landlord encounters inthe performance of Landlord’s obligations under this Lease arising from or related to any act oromission of Tenant or its agents, employees, or contractors, including, without limitation, anyactual delay to the extent attributable to: (a) any Changes, including any delays arising from orrelated to such Changes, whether or not within Tenant’s reasonable control; (b) any materialinterference by Tenant with the construction of the Building Shell Improvements; (c) Tenant’srequest for long-lead items; (d) any material delays by Tenant in providing Landlord withinformation requested by Landlord, or in providing consents or approvals required to be given byTenant, or in completing submittals or obtaining permits within the time periods agreed to byLandlord and Tenant or as reasonably required by Landlord, including any delays in providingLandlord with the final Modified Building Shell Plans; and (e) the Building Modifications, whetheror not within Tenant’s reasonable control (including, but not limited to, delays in obtainingrequired utility services because of delays associated with the construction of additionalelectrical substation capacity required for the Building Modifications or otherwise, or delays inobtaining governmental approvals for the construction of the Building Modifications); providedhowever, no such delay shall constitute a Tenant Delay unless Landlord shall have notified Tenantin writing of the occurrence of a Tenant Delay and the reasons therefore within three (3) businessdays following the date Landlord becomes aware or should have become aware of the occurrence of theevent or circumstance giving rise to the delay. Landlord confirms that the Building Modificationswill not create any Tenant Delay.     Section 14.05. **Tenant Improvements.**Subject to the terms of the Tenant Work Letter attachedas Exhibit “H” to this Lease, Tenant shall, at Tenant’s sole cost and expense (except forthe Tenant Improvement Allowance to be provided by Landlord described in the Tenant Work Letter),space design, engineer and construct all interior improvements for the Building necessary for theconduct of Tenants business, including, but not limited to office improvements, that were notincluded within the Building Shell Improvements (the “**Tenant Improvements**”).     Section 14.06. **Ownership of Improvements**. During the Lease Term, the Base Building ShellImprovements shall be the property of Landlord, the Building Modifications and the TenantImprovements and any other Tenant’s Alterations shall be the property of Tenant. The BuildingShell Improvements and the Tenant Improvements shall remain upon and be surrendered with theProperty upon the expiration or earlier termination of the Lease Term, subject to the otherprovisions of this Lease respecting restoration of the Property and Tenant’s right to removecertain personal property from the Property.     Section 14.07. **No Other Improvements**. Consistent with Section 6.01 of this Lease,except for the Building Shell Improvements and any unfinished “punch list” items, Landlord shallhave no liability or obligation for making any further alterations or improvements of any kind inor about the Property.     Section 14.08. **Insurance Issues**. Landlord agrees to cause its contractor to maintain Productsand Completed Operation Coverage insurance following Substantial Completion of the Building ShellImprovements. Such coverage shall be maintained until the earlier to occur of: (a) five (5) yearsfollowing the Substantial Completion of the Building Shell Improvements, and (b) the Closing ofEscrow (as defined in Article Nineteen below).   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
**ARTICLE FIFTEEN COMMUNICATIONS SERVICES**     Section 15.01. **Tenant’s Rooftop Equipment**. Notwithstanding the foregoing, with Landlord’sprior written consent and subject to all applicable provisions of this Lease and applicable law,Tenant may, at Tenant’s sole cost and expense, install energy-related improvements, including,without limitation, solar panels, antennae, and related facilities and other equipment for theprovision of Communications Services (defined below) on the rooftop or in other portions of theProperty, but only if such equipment and facilities are solely limited to Tenant’s own use in theconduct of its business from the Property (collectively, “**Tenant’s Rooftop Equipment**”). Tenantshall be solely responsible for all costs and expenses related to the use and maintenance ofTenant’s Rooftop Equipment, the removal of which upon the expiration or earlier termination of thisLease shall be governed by Section 6.06 of this Lease. Tenant agrees that the use ofTenant’s Rooftop Equipment shall in no way interfere with the operation and maintenance of anyexisting communications equipment (including any communications equipment located in the Projectbut not on the Property which may be the subject of a Communications Agreement (defined below) withLandlord or an affiliate of Landlord), located in the Project, the Building, or any of theBuilding’s systems. Tenant shall indemnify and hold harmless Landlord (and Landlord’s affiliates,agents, employees, and their affiliates) from all expenses, costs, damages, losses, claims or otherexpenses and liabilities arising from any such interference. If such interference occurs, Tenantagrees to suspend use of Tenant’s Communications Equipment until the interference has beencorrected to the reasonable satisfaction of Landlord. Tenant shall be responsible for all costsassociated with any tests deemed necessary to resolve any and all interference caused by Tenant’sCommunications Equipment, or any use that is not permitted by this Article. If such interferencehas not been corrected within twenty (20) days, Landlord may require Tenant to remove thosecomponents of Tenant’s Communications Equipment causing such interference, or Landlord will enjoinsuch interference at Tenant’s sole cost and expense. All operations by Tenant pursuant to thisArticle shall be lawful and in compliance with all FCC rules and regulations. Also, anyinstallation of Tenant’s Rooftop Equipment shall be commenced and completed in full and strictcompliance with the requirement to use a third party contractor or subcontractor (selected from alist of at least three (3) proposed by Landlord) for any work involving possible roof penetrations,as set forth in Section 6.05 above. Regardless of any roof warranty or any repairobligations of Landlord in this Lease, Tenant shall be solely responsible for the repair of anyleaks or other damage to the roof membrane resulting from the installation of any of Tenant’sRooftop Equipment. As used in this Article, “**Communications Services**” shall mean theimplementation, provision, facilitation and maintenance of voice, data, video or othercommunication services (or any combination of the foregoing) including, without limitation: (a) theprovision and resale of point-to-point telephone communications (including dedicated long distanceservice), (b) video communications service, (c) 800-number service, (d) telephone credit or debitcard service, (e) audio or video conferencing, paging, voice mail and message centers, (f) datatransmission service, (g) access to computer “internet” or other networked computer-basedcommunications, (h) satellite or cable television, (i) wideband digital networks, (j) securityservices, and (k) provision of telephone, video communication or other telecommunication equipmentto consumers of such services; whether now existing or subsequently developed and however provided,including, without limitation, wireless transmission and reception of communication signals. Asused in this Article, “**Communications Agreements**” shall mean easements, license agreements orleases for the use of portions of the Project by commercial and other providers oftelecommunications services.**ARTICLE SIXTEEN MISCELLANEOUS PROVISIONS**     Section 16.01. **Non-Discrimination**. Tenant promises, and it is a condition to the continuanceof this Lease, that there will be no discrimination against, or segregation of, any person or groupof persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing,subleasing, transferring, occupancy, tenure or use of the Property or any portion thereof.     Section 16.02. **Landlord’s Liability; Certain Duties**.          (a) As used in this Lease, the term “**Landlord**” means only the current owner or owners of thefee title to the Property or the leasehold estate under a ground lease of the Property at the timein question. Each Landlord is obligated to perform the obligations of Landlord under this Leaseonly during the time such Landlordowns such interest or title. Any Landlord who transfers all of its title or interest in theProperty is relieved of all liability with respect to the obligations of Landlord under this Leaseto be performed on or after the date of transfer. However, each Landlord shall deliver to itstransferee all funds that Tenant previously paid if such funds have not yet been applied under theterms of this Lease. Notwithstanding the above provisions of this Section 16.02(a), noLandlord shall be relieved from liability hereunder upon the transfer of its title and interest inthe Property unless such Landlord shall have obtained from its   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
successor in title and interest suchsuccessor’s written assumption of all of such transferring Landlord’s obligations under this Leaseto be performed on or after the date of such transfer.          (b) Tenant shall give written notice of any failure by Landlord to perform any of itsobligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary underany deed of trust encumbering the Property whose name and address have been furnished to Tenant inwriting. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor,mortgagee or beneficiary) fails to cure such non-performance within ten (10) days after receipt ofTenant’s written notice with respect to monetary defaults (unless a longer period is expresslyprovided elsewhere in this Lease), and within thirty (30) days after receipt of Tenant’s writtennotice with respect to any non-monetary defaults. However, if such non-performance with respect toany non-monetary default reasonably requires more than thirty (30) days to cure, Landlord shall notbe in default if such cure is commenced within such thirty (30)-day period and thereafterdiligently pursued to completion.          (c) Notwithstanding any term or provision herein to the contrary, the liability of Landlordfor the performance of its duties and obligations under this Lease is limited to Landlord’sinterest in the Property and any proceeds thereof, and neither the Landlord nor its partners,members, managers, shareholders, officers or other principals shall have any personal liabilityunder this Lease.          (d) Except as otherwise expressly provided in Section 2.02 of this Lease, Tenant shallhave no right to terminate this Lease based on an uncured default by Landlord in the performance ofLandlord’s obligations under this Lease; provided, however, that Tenant may seek to recover fromLandlord an amount representing appropriate actual, compensatory damages for breach of contractbased on any such uncured default of Landlord, but not otherwise. Consistent with Section10.08 above, in no event shall Tenant be permitted to recover consequential, punitive, orexemplary damages from Landlord based on any such uncured default of Landlord, or otherwise.          (e) With respect to any provision of this Lease which provides (or is held to provide) thatLandlord shall not unreasonably withhold any consent or approval, Tenant shall not be entitled tomake any claim for, and Tenant hereby expressly waives, any claim for damages, it beingacknowledged and agreed that Tenant’s sole right and exclusive remedy therefor shall be an actionfor specific performance.          (f) Notwithstanding any term or provision herein to the contrary, if (i) no Event of Defaulton the part of Tenant exists, (ii) Tenant complies with the terms of this Section 16.02(f),and (iii) such default has not been cured by Landlord within the time specified in Section16.02(b) above of this Lease (following the initial written notice from Tenant) or within ten(10) days following a second written notice from Tenant to Landlord specifying the nature of thedefault, then Tenant shall have the right, within a reasonable period of time thereafter, to curesuch default for the account of the Landlord, and Landlord shall reimburse Tenant within thirty(30) days of receipt of Tenant’s invoice for any actual, necessary, and reasonable amount paid tocure such default. If the above conditions are satisfied, in the event of emergencies (i.e., wherenecessary to prevent imminent injury to persons or material damage to property or to allow Tenantto continue to operate its business on the Property), Tenant may cure a default by Landlord beforethe expiration of the waiting period, but only after giving such written notice to Landlord(including notice by facsimile transmission and email) as is practical under all of thecircumstances, containing the following: the nature of the emergency, a specific description ofthe location and type of the item needing repair, and a statement that Tenant intends toimmediately undertake the repair. Assuming the above conditions are satisfied, Tenant shall onlyhave the right to do the minimum repair reasonably necessary to remedy such emergency, and Tenantshall only use licensed contractors for any repairs done to the Property. If Tenant completes theemergency repair in compliance with the provisions of this Section 16.02(f), then Landlordagrees to reimburse Tenant for Tenant’s actual, reasonable, and documented Out-of-Pocket Costsincurred, with such reimbursement to be made within thirty (30) days after Landlord’s receipt of anitemized invoice. If Landlord owes a reimbursement obligation to Tenant pursuant to thisSection 16.02(f), whether an emergency or not, and fails to fulfill such obligation, thenTenant shall be entitled to offset such amount against no more than twenty-five percent (25%) ofits monthly Additional Rent until such amount is paid in full, but not otherwise. Notwithstandingthe above, in the event Tenant has entered into an SNDA or like instrument with the holder of amortgage or deed of trust encumbering theProperty, Tenant shall not exercise any self-help right or any of the other remedies providedabove without first providing to such holder notice and an opportunity to cure, if so provided andrequired in the SNDA.     Section 16.03. **Severability**. A determination by a court of competent jurisdiction that anyprovision of this Lease or any part thereof is illegal or unenforceable shall not cancel orinvalidate the remainder of such provision or this Lease, which shall remain in full force andeffect, and it is the intention of the parties that there shall be substituted for such   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
provisionas is illegal or unenforceable a provision as similar to such provision as may be possible and yetbe legal and enforceable.     Section 16.04. **Interpretation**. The captions of the Articles or Sections of this Lease are toassist the parties in reading this Lease and are not a part of the terms or provisions of thisLease. Unless the context clearly requires otherwise, (i) the plural and singular numbers willeach be deemed to include the other; (ii) the masculine, feminine, and neuter genders will each bedeemed to include the others; (iii) “shall,” “will,” “must,” “agrees,” and “covenants” are eachmandatory; (iv) “may” is permissive; (v) “or” is not exclusive; and (vi) “includes” and “including”are not limiting. In the event of a dispute between Landlord and Tenant over the interpretation ofthis Lease, both parties shall be deemed to have been the drafter of this Lease, and any applicablelaw that states that contracts are to be construed against the drafter shall not apply. In anyprovision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall includeTenant’s agents, employees, contractors, invitees, successors or others using the Property withTenant’s express or implied permission.     Section 16.05. **Incorporation of Prior Agreements; Modifications**. This Lease is the onlyagreement between the parties pertaining to the lease of the Property and no other agreements areeffective. All amendments to this Lease shall be in writing and signed by all parties. Any otherattempted amendment shall be void. All attached exhibits are hereby expressly incorporated intothis Lease by this reference.     Section 16.06. **Notices**. All notices, demands, statements or communications (collectively,“**Notices**”) given or required to be given by either party to the other hereunder shall be inwriting, shall be sent by United States certified or registered mail, postage prepaid, returnreceipt requested, nationally-recognized commercial overnight courier, or delivered personally (i)to Tenant at the appropriate address set forth in Section 1.03 above, except that uponTenant’s taking possession of the Property, the Property shall be Tenant’s address for noticepurposes, or (ii) to Landlord at the addresses set forth in Section 1.02 above. Landlordand Tenant shall have the right to change its respective Notice address upon giving Notice to theother party. Any Notice will be deemed given two (2) business days after the date it is mailed asprovided in this Section 16.06, or upon the date delivery is made, if delivered by anapproved courier (as provided above) or personally delivered. Consistent with the provisions ofSection 16.02(b) above, if Tenant is notified of the identity and address of Landlord’ssecured lender or ground or underlying lessor, Tenant shall give to such lender or ground orunderlying lessor written notice of any default by Landlord under the terms of this Lease byregistered or certified mail, and such lender or ground or underlying lessor shall be given thesame opportunity to cure such default as is provided Landlord under this Lease (unless such cureperiod is extended pursuant to the terms of any agreement to which Tenant is a party or to whichTenant consents in writing) prior to Tenant’s exercising any remedy available to Tenant. Noticesrequired hereunder may be given by either an agent or attorney acting on behalf of Landlord orTenant.     Section 16.07. **Waivers**. The failure of Landlord to insist upon the strict performance, in anyof one or more instances, of any term, covenant or condition of this Lease shall not be deemed tobe a waiver by Landlord of such term, covenant or condition. No waiver by Landlord of any breachby Tenant of any term, provision and covenant contained herein shall be deemed or construed toconstitute a waiver of any other or subsequent breach by Tenant of any term, provision or covenantcontained herein. Landlord’s acceptance of the payment of rent (or portions thereof) or any otherpayments hereunder after the occurrence of and during the continuance of a default (or withknowledge of a breach of any term or provision of this Lease which with the giving of notice andthe passage of time, or both, would constitute a default) shall not be construed as a waiver ofsuch default or any other rights or remedies of Landlord, including any right of Landlord torecover the Property. Moreover, Tenant acknowledges and agrees that Landlord’s acceptance of apartial rent payment shall not, under any circumstances (whether or not such partial payment isaccompanied by a special endorsement or other statement), constitute an accord and satisfaction.Landlord will accept the check (or other payment means) for payment without prejudice to Landlord’sright to recover the balance of such rent or to pursue any other remedy available to Landlord.Forbearance by Landlord to enforce one or more of the remedies herein provided upon the occurrenceof a default shall not be deemed or construed to constitute a waiver of such default.     Section 16.08. **No Recordation**. Tenant shall not record this Lease or any assignment orsecurity document pertaining to this Lease. Either Landlord or Tenant may require that amemorandum of this Lease executed by both parties, substantially in the form of that attached asExhibit “K,” be recorded. The party requiring such recording shall pay all transfer taxesand recording fees. Upon termination of the Lease, Landlord and Tenant agree, promptly at therequest of either party, to execute a mutually acceptable notice of termination or otherinstrument, in recordable form, to evidence such termination of Tenant’s leasehold interest in theProperty. The party requesting such recording shall pay all recording fees.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 16.09. **Binding Effect; Choice of Law**. This Lease binds any party who legally acquiresany rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have noobligation to Tenant’s successor unless the rights or interests of Tenant’s successor are acquiredin accordance with the terms of this Lease. The laws of the State in which the Property is locatedshall govern this Lease, without regard to such State’s conflicts of law principles. Tenant herebyknowingly, intentionally, and irrevocably agrees that Landlord may bring any action or claim toenforce or interpret the provisions of this Lease in the State and County where the Property islocated, and that Tenant irrevocably consents to personal jurisdiction in such State for thepurposes of any such action or claim. Nothing in this Section 16.09 shall be deemed topreclude or prevent Landlord from bringing any action or claim to enforce or interpret theprovisions of this Lease in any other appropriate place or forum. Tenant further agrees that anyaction or claim brought by Tenant to enforce or interpret the provisions of this Lease, orotherwise arising out of or related to this Lease or to Tenant’s use and occupancy of the Property,regardless of the theory of relief or recovery and regardless of whether third parties are involvedin the action, may only be brought in the State and County where the Property is located, unlessotherwise agreed in writing by Landlord prior to the commencement of any such action.     **To the extent permitted by applicable law, in the interest of obtaining a speedier and lesscostly adjudication of any dispute, Landlord and Tenant hereby knowingly, intentionally, andirrevocably waive the right to trial by jury in any legal action, proceeding, claim, orcounterclaim brought by either of them against the other on all matters arising out of or relatedto this Lease or the use and occupancy of the Property.**     Section 16.10. **Corporate Authority; Partnership Authority; LLC Authority**. If Tenant is acorporation, each person signing this Lease on behalf of Tenant represents and warrants that he hasfull authority to do so and that this Lease binds the corporation. Within thirty (30) days afterthis Lease is signed, Tenant shall deliver to Landlord a certified copy of a resolution of Tenant’sBoard of Directors authorizing the execution of this Lease or other evidence of such authorityreasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing thisLease for Tenant represents and warrants that he or it is a general partner of the partnership,that he or it has full authority to sign for the partnership and that this Lease binds thepartnership and all general partners of the partnership. Tenant shall give written notice toLandlord of any general partner’s withdrawal or addition. Within thirty (30) days after this Leaseis signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnership orcertificate of limited partnership. If Tenant is a limited liability company (LLC), each person orentity signing this Lease for Tenant represents and warrants that he or it is a manager or memberof the LLC, that he or it has full authority to sign for the LLC and that this Lease binds the LLC.Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certifiedcopy of a resolution of Tenant’s managers or members authorizing the execution of this Lease, orother evidence of such authority reasonably acceptable to Landlord.     Section 16.11. **Intentionally Omitted**.     Section 16.12. **Force Majeure**. A “**Force Majeure**” event shall occur if Landlord or Tenantcannot perform any of its obligations due to events beyond such party’s control (except withrespect to the obligations imposed with regard to Base Rent, Additional Rent and other charges tobe paid by Tenant pursuant to this Lease or any amounts payable by Landlord pursuant to thisLease), and in such cases the time provided for performing such obligations shall be extended by aperiod of time equal to the duration of such events. Events beyond Landlord’s or Tenant’s controlinclude, but are not limited to, acts of God, war, civil commotion, terrorist acts, fire, flood orother casualty, government regulation or restriction, atypical waiting periods for obtaininggovernmental permits or approvals, or atypical weather conditions. Landlord and Tenant, as acondition precedent to being able to claim a Force Majeure delay, shall notify the other of theoccurrence of a Force Majeure event within five (5) business days after such occurrence. Noexpress reference in this Lease to a Force Majeure event shall create any inference that the termsof this Section 16.12 do not apply with equal force in the absence of such an expressreference.     Section 16.13. **Counterparts**. This Lease may be executed in counterparts and, when allcounterpart documents are executed, the counterparts shall constitute a single binding instrument.     Section 16.14. **Survival**. All representations and warranties of Landlord and Tenant shallsurvive the termination of this Lease.     Section 16.15. **Relationship of Parties**. Nothing contained in this Lease shall be deemed orconstrued by the parties hereto or by any third party to create the relationship of principal andagent, partnership, joint venturer or any association between Landlord and Tenant, it beingexpressly understood and agreed that neither the method of computation   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
of Rent nor any act of theparties hereto shall be deemed to create any relationship between Landlord and Tenant other thanthe relationship of landlord and tenant.     Section 16.16. **No Warranty**. In executing and delivering this Lease, Tenant has not relied onany representation, including, but not limited to, any representation whatsoever as to the amountof any item comprising Additional Rent or the amount of the Additional Rent in the aggregate orthat Landlord is furnishing the same services to other tenants, at all, on the same level or on thesame basis, or any warranty or any statement of Landlord which is not set forth herein or in one ormore of the exhibits attached hereto.     Section 16.17. **Waiver of Redemption by Tenant**. Tenant hereby waives, for Tenant and for allthose claiming under Tenant, all rights now or hereafter existing to redeem by order or judgment ofany court or by any legal process or writ, Tenant’s right of occupancy of the Property after anytermination of this Lease.     Section 16.18. **Independent Covenants**. This Lease shall be construed as though the covenantsherein between Landlord and Tenant are independent and not dependent and Tenant hereby expresslywaives the benefit of any statute or other law to the contrary and agrees that if Landlord fails toperform its obligations set forth herein, Tenant shall not be entitled to make any repairs orperform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amountsowing hereunder against Landlord.     Section 16.19. **Confidentiality**. Tenant agrees that the terms of this Lease are confidentialand constitute proprietary information of Landlord, and that disclosure of the terms hereof couldadversely affect Landlord. Tenant shall keep its partners, members, manager, officers, directors,employees, agents, real estate brokers and sales persons and attorneys from disclosing the terms ofthis Lease to any other person without Landlord’s prior written consent, except to anyaccountants of Tenant in connection with the preparation of Tenant’s financial statements or taxreturns, to agents or consultants of Tenant in connection with Tenant’s performance of itsobligations hereunder, to an assignee of this Lease or subtenant of the Property, or to a person towhom disclosure is required in connection with any action brought to enforce this Lease;provided, however, that Tenant shall inform such persons of the confidentiality of theterms of this Lease and shall obtain their agreement to abide by the confidentiality provisions ofthis Section prior to such disclosure. In the event Tenant is required to disclose this Lease orany terms thereof to governmental agencies pursuant to applicable laws (including, withoutlimitation, any required disclosure under applicable securities laws, if so advised by Tenant’ssecurities law counsel) Tenant shall, prior to making such disclosure, submit a written request tothe applicable authorities that the terms of this Lease (but not its existence) be exempt from suchdisclosure requirements and take other actions reasonably necessary to avoid such disclosure(including submission of a redacted version of the Lease in a form reasonably acceptable toLandlord). If Landlord seeks to avoid such disclosure, Landlord shall prepare at Landlord’s solecost for Tenant’s use pursuant to this Section 16.19, the submission package for theexemption request, including without limitation the lease redaction and any required explanation ofthe reasons such redaction is necessary. Tenant shall provide Landlord with a copy of such requestand all related documents promptly following the submission thereof to the applicable authoritiesand shall keep Landlord apprised of the status of such request and all responses thereto. Tenantshall, in any event, provide Landlord with not less than ten (10) days notice prior to disclosingthis Lease or any term thereof to any court or governmental agency.     Section 16.20. **Revenue and Expense Accounting**. Landlord and Tenant agree that, for allpurposes (including any determination under Section 467 of the Internal Revenue Code), rentalincome will accrue to the Landlord and rental expenses will accrue to the Tenant in the amounts andas of the dates rent is payable under this Lease.     Section 16.21. **Tenant’s Representations and Warranties**. Tenant warrants and represents toLandlord to its actual knowledge as follows, each of which is material and being relied upon byLandlord:          (a) Tenant and all persons and entities (i) owning (directly or indirectly) an ownershipinterest in Tenant, (ii) whom or which are an assignee of Tenant’s interest in this Lease; or (iii)whom or which are a guarantor of Tenant’s obligations under this Lease: (x) are not, and shall notbecome, a person or entity with whom Landlord is restricted from doing business under regulationsof the Office of Foreign Assets Control (“**OFAC**”) of the Department of the Treasury (including, butnot limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) orunder any statute, executive order (including, but not limited to, the September 24, 2001 ExecutiveOrder Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,or Support Terrorism), or other governmental action; (y) are not, and shall not become, a person orentity with whom Landlord is restricted from doing business under the International MoneyLaundering Abatement and Financial Anti-Terrorism Act of 2001 or the   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
regulations or ordersthereunder; and (z) are not knowingly engaged in, and shall not knowingly engage in, any dealingsor transaction or be otherwise associated with such persons or entities described in clauses (x) or(y), above.          (b) If Tenant is an entity, Tenant is duly organized, validly existing and in good standingunder the laws of the State of its organization, and is (or will be prior to taking possession ofthe Property) qualified to do business in the State in which the Property is located, and thepersons executing this Lease on behalf of Tenant have the full right and authority to bind Tenantwithout the consent or approval of any other person or entity. Tenant has full power, capacity,authority and legal right to execute and deliver this Lease and to perform all of its obligationshereunder. This Lease is a legal, valid and binding obligation of Tenant, enforceable inaccordance with its terms.          (c) Tenant has not (1) made a general assignment for the benefit of creditors, (2) filed anyvoluntary petition in bankruptcy or suffered the filing of an involuntary petition by anycreditors, (3) suffered the appointment of a receiver to take possession of all or substantiallyall of its assets, (4) suffered the attachment or other judicial seizure of all or substantiallyall of its assets, (5) admitted in writing its inability to pay its debts as they come due, or (6)made an offer of settlement, extension or composition to its creditors generally.Tenant confirms that all of the above representations and warranties are true as of the date ofthis Lease, and acknowledges and agrees that they shall survive the expiration or earliertermination of this Lease.     Section 16.22. **Further Assurances**. Except as otherwise expressly provided in this Lease,Landlord and Tenant each will, at its own cost and expense, execute and deliver such furtherdocuments and instruments and will take such other actions as may be reasonably required orappropriate to carry out the intent and purposes of this Lease.     Section 16.23. **Heirs and Successors**. The covenants and agreements of this Lease shall bebinding upon the heirs, legal representatives, successors and permitted assigns of the partieshereto.     Section 16.24. **Registration of Pharmaceutical Facility Under Federal Food, Drug, and CosmeticAct**. 21 U.S.C. Section 360 and the regulations promulgated thereunder, 21 CFR Section 207, requirethat an owner or operator of a domestic facility that is engaged in the manufacturing, preparation,propagation, compounding, or processing of a drug, drugs, a device, or devices must register thefacility with the Food and Drug Administration (the “**FDA**”) unless certain exemptions are met whichdo not apply to Tenant. Tenant hereby agrees that it shall register the Property with the FDA andthat Landlord shall have no obligation to do so. Following Tenant’s registration, Tenant shallprovide Landlord with satisfactory evidence that it has registered the Property with the FDA withinthe time required by law.     Section 16.25. **Attorneys’ Fees**. Whenever the provisions of this Lease provide for any partyto pay another party’s attorneys’ fees and expenses, such obligation shall be construed to mean thefees and expenses such party’s outside counsel actually incurred by such party at standard hourlyrates and not as a statutory percentage of amounts owed. Without limiting the generality of theabove, Tenant expressly waives the operation of O.C.G.A. Section 13-1-11, and Landlord and Tenantboth agree that the provisions of this Section 16.25 shall govern and control.     Section 16.26. **Standard of Conduct**. Each of Landlord and Tenant agrees to act in acommercially reasonable manner in connection with any approval or disapproval or other act oromission required or contemplated in this Lease unless with respect to a particular matter thisLease specifically provides that the approval or disapproval or other act or omission lies withinthe sole discretion of such party.     Section 16.27. **Landlord’s Representations, Warranties and Covenants**. Landlord represents,warrants and covenants to Tenant to its actual knowledge as follows, each of which is material andbeing relied upon by Tenant:          (a) Landlord is duly organized, validly existing and in good standing under the laws of thestate of its organization, and is qualified to do business in the State in which the Property islocated, and the persons executing this Lease on behalf of Landlord have the full right andauthority to bind Landlord without the consent or approval of any other person or entity. Landlordhas full power, capacity, authority and legal right to execute and deliver this Lease and toperform all of its obligations hereunder. This Lease is a legal, valid and binding obligation ofLandlord, enforceable in accordance with its terms.          (b) Landlord has not (1) made a general assignment for the benefit of creditors, (2) filed anyvoluntary petition in bankruptcy or suffered the filing of an involuntary petition by anycreditors, (3) suffered the   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
appointment of a receiver to take possession of all or substantiallyall of its assets, (4) suffered the attachment or other judicial seizure of all or substantiallyall of its assets, (5) admitted in writing its inability to pay its debts as they become due, or(6) made an offer of settlement, extension or composition to its creditors generally.          (c) Landlord is the record owner of the Property. Upon Substantial Completion of the BuildingShell Improvements, the Property will have access to the physically and publicly open adjacentstreet known as Oakley Industrial Boulevard.          (d) The Property is currently zoned M-1 which allows the development and construction of theBuilding and the related improvements contemplated under this Lease and further allows theoperation by Tenant of its business consistent with the Permitted Uses.          (e) Electricity, sewer, natural gas, water and phone will be made available to the Building inconnection with the construction of the Building Shell Improvements as follows:     ElectricityA utility company (Georgia Power) transformer capable of providing 4000A at 480V will beprovided near the SW corner of the Building with 4” empty conduits stubbed into theBuilding’s proposed switchgear room.       SewerAn 8” ductile iron sewer line will be provided (stubbed within 5’ of Building) and connectedto the existing sanitary sewer system.     WaterA 2” ductile iron domestic water line will be stubbed, valved and capped, which will providewater service from the existing 12” ductile iron main at Oakley Industrial Blvd.     Natural GasA utility company gas meter (rated for 5 psi) will be located at the Building.     TelephoneTwo (2) 4” empty conduits from the ROW at Oakley Industrial Blvd. will be stubbed into theBuilding’s proposed switchgear room. Tenant, not Landlord, will order service directly fromtelephone service provider.           (f) Landlord covenants not to (i) modify the zoning applicable to the Property in any mannerwithout Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned, ordelayed, or (ii) for so long as the Purchase Option is in full force and effect but not otherwise,further encumber the Property (other than the grant of a security deed and assignment of leases orother similar instrument securing any financing for the Property or the Project, or the granting ofeasements for utilities serving the Property, or the recording of any Declaration (defined below)),without the prior written consent of Tenant, which shall not be unreasonably withheld, conditioned,or delayed. It shall be unreasonable for Tenant to withhold any required consent if the proposedencumbrance would not have a materially adverse effect on the marketable title of the Property orTenant’s Permitted Use.          (g) Landlord agrees to cause the Property to be surveyed, a metes and bounds legal descriptionto be prepared based on such survey, and the Property subdivided into a separate legal parcel forad valorem tax purposes, inter alia, and Landlord and Tenant agree to execute an amendment to thisLease incorporating the Property specific legal description promptly thereafter (collectively, the“**Property Subdivision**”). The Property Subdivision will beaccomplished no later than the date which is sixty (60) days following Substantial Completionof the Building Shell Improvements.     Section 16.28. **Landlord’s Access**. Landlord acknowledges that the business to be conducted byTenant at the Property is proprietary and confidential in nature. Further, portions of suchbusiness, as reasonably determined by Tenant, may need to be restricted to ensure protection fromcontamination and/or compliance with FDA requirements. Accordingly, notwithstanding anything tothe contrary in this Lease, access to and inspection by Landlord of the Property shall in allrespects be subject to the following terms and conditions:   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
          (a) Landlord shall provide at least one (1) business day notice of its desire to access theProperty and any such access shall be accompanied by a representative of Tenant (but the absence ofa Tenant representative shall not preclude Landlord’s access);          (b) All such acts as shall be conducted during normal business hours;          (c) Landlord agrees to comply with certain reasonable rules and procedures adopted by Tenantto ensure the confidentiality of Tenant’s proprietary information, to ensure that no criticalportions of the Property are subjected to contamination and to prevent any potential violation ofFDA requirements, provided that such rules and procedures are uniformly applies to allsimilarly-situated parties seeking access to the Property; and          (d) Notwithstanding the above, in the event of an emergency which is an immediate threat tohuman life or the structural integrity of the Building, Landlord shall not be required to complywith the procedures set forth in this Section 16.28 but shall in any event make everyeffort to notify Tenant via telephone, facsimile and e-mail of the emergency and of its intentionto access the Property.     Section 16.29. **Survival of Tenant’s Option Rights**. Tenant’s renewal Options under Section2.05, the First Refusal Right under Article Seventeen, the Expansion Option underArticle Eighteen, and the Purchase Option under Article Nineteen are freelytransferable by Tenant (in connection an assignment of this Lease, but not a subletting of all or aportion of the Property) to any Transferee which is a Tenant Affiliate of the Original Tenant or aTenant Affiliate within a series of Tenant Affiliates of the Original Tenant, but not otherwise.Consistent with Section 9.08(iii) above, in the event of a Transfer to a such a Transfereeinvolving a Sublease, Tenant may continue to exercise such rights or options on its own account,but such rights and options are not exercisable by the Transferee, as a Subtenant.**ARTICLE SEVENTEEN RIGHT OF FIRST REFUSAL**     Section 17.01. Landlord grants to Tenant the one-time right (the “**First Refusal Right**”) topurchase the Property on and subject to the following terms and conditions. The First RefusalRight shall be exercisable by Tenant on the express conditions that (a) at the time of the exerciseno Event of Default on the part of Tenant shall exist, and (b) Tenant has not been ten (10) or moredays late in the payment of recurring Rent more than a total of five (5) times during the LeaseTerm.     Section 17.02. Should Landlord receive from a prospective third-party purchaser a writtenoffer to purchase the Property which Landlord intends to accept (the “**Third-Party Offer**”), Landlordagrees promptly to so notify Tenant in writing of the Third-Party Offer and provide Tenant with acopy of the same (subject to any confidentiality restrictions contained in the Third-Party Offer).Tenant shall have a period of five (5) business days after receipt of the notice by Tenant withinwhich to exercise the First Refusal Right (the “**Acceptance Period**”) by delivery to Landlord ofwritten notice of Tenant’s exercise on or before the last day of the Acceptance Period. If Tenantfails to duly and timely exercise the First Refusal Right, or elects not to exercise the FirstRefusal Right, the same shall lapse, and be of no further force and effect, and Landlord shall befree to sell the Property pursuant to the terms of the Third-Party Offer.     Section 17.03. Within ten (10) business days after the effective date of Tenant’s exercise ofthe First Refusal Right, Landlord and Tenant shall enter into a definitive purchase and saleagreement containing terms of the Third Party Offer, including the purchase price as set forth inthe Third Party Offer, and such other material terms agreed to by Landlord, as seller, and Tenant,as buyer (the “**ROFR Purchase and Sale Agreement**”).     Section 17.04. Should Tenant exercise its First Refusal Right and subsequently fail to enterinto the ROFR Purchase and Sale Agreement within the ten (10) business day period as set forthabove, Landlord may at its option treat such failure as an express waiver by Tenant of the FirstRefusal Right, which shall give Landlord the right to sell the Property without being subject tothe First Refusal Right.     Section 17.05. This First Refusal Right is personal to the Original Tenant or to anyTransferee which is a Tenant Affiliate of the Original Tenant, or a Tenant Affiliate within aseries of Tenant Affiliates of the Original Tenant and shall become null and void upon any Transferother than one involving such a Transferee.   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Section 17.06. Notwithstanding any language in the contrary in this Article Seventeen,for so long as the Purchase Option is in full force and effect Landlord agrees not to solicit oraccept any purchase offer from a third party pertaining to the Property.**ARTICLE EIGHTEEN EXPANSION AREA OPTION**     Section 18.01. Included within the Property is an area of land that may accommodate thepossible expansion of the Building, as shown on the Site Plan attached as Exhibit “A” tothis Lease (the “**Expansion Area**”). Landlord hereby grants the Original Tenant or any Transfereewhich is the Tenant Affiliate or a Tenant Affiliate within a series of Tenant Affiliates of theOriginal Tenant the one-time option to request that Landlord expand the Building to include up to46,955 rentable square feet, but no less than 23,000 rentable square feet (the “**Expansion Option**”).     Section 18.02. The Expansion Option shall be exercised only by written notice delivered toLandlord (“**Tenant’s Notice**”) before the expiration of the Expansion Option Term (defined below).If Tenant fails to deliver to Landlord Tenant’s Notice within the prescribed time period, then theExpansion Option shall automatically lapse and be rendered null and void. The Expansion Optionshall only be exercisable on the express condition that at the time of the exercise, no Event ofDefault on the part of Tenant shall exist and Tenant has not been ten (10) or more days late in thepayment of recurring Rent more than a total of five (5) times during the Lease Term. The ExpansionOption may be exercised by Tenant at any time during the initial Lease Term (the “**Expansion OptionTerm**”), so long as Tenant has validly exercised the first Option, as needed, so as to satisfy theprovisions contained in Section 18.04 below. The Expansion Option is personal to theOriginal Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant, or aTenant Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become nulland void upon any Transfer other than one involving such a Transferee. Notwithstanding anylanguage to the contrary in this Article Eighteen, Tenant’s exercise of the ExpansionOption is expressly conditioned on Tenant’s having a minimum tangible net worth (as determinedaccording to generally accepted accounting principles, consistently applied) of Fifty MillionDollars ($50,000,000).     Section 18.03. The Base Rent for the Expansion Area shall be calculated by multiplying theProject Costs (defined below) by the greater of (1) ten percent (10%), or (2) the sum of sixpercent (6%) plus the rate of the 10-year U.S. Treasury Bill as of the date Tenant exercises theExpansion Option. In no event shall the Base Rent for the Expansion Area be less than the BaseRent for the initial Building (on a rentable square foot basis) as of the date of the completion ofthe improvements for the Expansion Area.     Section 18.04. The term of the lease of the Expansion Area shall be for a minimum of ten (10)years (the “**Initial Expansion Term**”). Following the exercise of the Expansion Option andcompletion of the work for the Expansion Area pursuant to Section 18.06 below, the initialLease Term shall be extended so that the Lease Term of the initial Property and the Expansion Areaare coterminous. The Base Rent for the Property and initial Building shall remain the same asstated in Section 1.10(a) of this Lease, or as provided in Section 2.05 of thisLease, as applicable. The Base Rent for the Expansion Area during the Extensions (if applicable)extending beyond the Initial Expansion Term shall be the same Base Rent (on a per square footbasis) then payable by Tenant with respect to the initial Building.     Section 18.05. As used in this Article Eighteen, “**Project Costs**” means the totalactual costs incurred for the Expansion Area including, without limitation, (i) all “hard” costs ofconstruction, such as payments to all contractors, subcontractors and suppliers, and (ii) all“soft” costs of construction, such as permit fees, insurance and bonds, reasonable professionals’fees, such as attorneys’ fees, surveyor’s fees, environmental assessment fees, architects’ fees,engineers’ fees, general contractor fees, and developer fees. The major contracts relating tothe expansion of the Building onto the Expansion Area shall be competitively bid to ensurereasonable control of Project Costs and developerfees shall in no event exceed three percent (3%) of the Project Costs. Landlord agrees at thewritten request of Tenant prior to Tenant’s exercise of the Expansion Option, to obtain estimatesof the anticipated Project Costs.     Section 18.06. Within fifteen (15) days after Landlord’s receipt of Tenant’s Notice, Tenantshall provide its specifications for the Expansion Area and Landlord shall have fifteen (15) daysto deliver written approval or changes to such specifications. Upon approval by Landlord of thespecifications (and Tenant’s approval of any Landlord changes), Landlord shall have thirty (30)days to deliver preliminary plans to Tenant, who shall have thirty (30) days thereafter to deliverwritten approval or changes. After the plans and specifications have been approved and signed byLandlord and Tenant, Landlord shall cause an architect to proceed with final plans andspecifications for the Expansion Area. Tenant shall supply to the architect sufficient informationto allow for the completion of such plans and specifications on an as-   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
needed basis as determined bythe architect. The Expansion Area shall be the same construction and fit-out (including thequality and type of base building systems) as the original Building. Tenant shall have the rightto approve the final plans and specifications, which approval shall not be unreasonably withheld.Landlord shall, as soon as practicable after tenant’s approval of the final plans andspecifications and the procurement of all necessary permits by Landlord, start construction of theExpansion Area and thereafter proceed with diligence to complete the Expansion Area within areasonable and mutually agreeable period of time after Tenant’s approval of the final plans andspecifications. The Expansion Area improvements shall be constructed in accordance with the finalplans and specifications and all applicable laws, ordinances, codes and regulations. Thecommencement date of the lease of the Expansion Area shall be determined upon SubstantialCompletion of the Expansion Area improvements, and the parties shall execute an appropriateamendment to this Lease setting forth the commencement date thereof.**ARTICLE NINETEEN PURCHASE OPTION**     Section 19.01. Landlord hereby grants to the Original Tenant or to any Transferee which is aTenant Affiliate of the Original Tenant or a Tenant Affiliate within a series of Tenant Affiliatesof the Original Tenant the one-time option to purchase the Property in accordance with the terms ofthis Article Nineteen (the “**Purchase Option**”). If Tenant wishes to exercise its right topurchase the Property, then Tenant shall deliver written notice to Landlord (the “**Purchase OptionExercise Notice**”) following the Lease Commencement Date (i) notifying Landlord of Tenant’s decisionto purchase the Property under this Article Nineteen and containing Tenant’s proposed datefor the Closing of Escrow (defined below), which must be no later than the Closing Deadline(defined below), and (ii) providing Landlord with a cashier’s check (or other immediately availablefunds) in the amount of One Hundred Fifty Thousand Dollars ($150,000.00), payable to Landlord (the“**Deposit**”); provided, however, that the Purchase Option Exercise Notice must be received byLandlord not later than March 31, 2011 (the “**Exercise Deadline**”) and, if timely exercised, theClosing of Escrow shall occur not later than the second anniversary of the date of this Lease (the“**Closing Deadline**”). If the Purchase Option Exercise Notice and the Deposit are not received byLandlord by the Exercise Deadline, or if the Closing of Escrow does not occur by the ClosingDeadline, then the Purchase Option shall automatically lapse and Tenant shall have no furtherrights under this Article Nineteen. Notwithstanding the above, Tenant shall provideLandlord with at least sixty (60) days prior written notice of Tenant’s intention to exercise thePurchase Option. The Purchase Option is personal to the Original Tenant or to any Transferee whichis a Tenant Affiliate of the Original Tenant or a Tenant Affiliate within a series of TenantAffiliates of the Original Tenant, and shall become null and void upon any Transfer other than oneinvolving such a Transferee.     Section 19.02. Within thirty (30 days after Landlord’s receipt of the Purchase Option ExerciseNotice and the Deposit, Landlord and Tenant shall deliver into escrow with a title and escrow agentselected by Landlord in the Atlanta, Georgia, metropolitan area (the “**Escrow Agent**”) a mutuallyacceptable and fully executed “**Purchase and Sale Agreement**” containing the Applicable Terms(defined below), together with such other terms as are then customary for similar transactions inthe Atlanta, Georgia, metropolitan area (together with the Applicable Terms, the “**PSA Terms**”).This delivery shall constitute the “**Opening of Escrow**.” If, despite good faith negotiations,Landlord and Tenant are unable to agree on the PSA Terms within such period of time, then theresolution of the disputed PSA Terms shall be submitted to binding arbitration, as provided inSection 19.05 below. The Deposit shall be non-refundable following the Opening of Escrow,except to the extent otherwise provided in the Purchase and Sale Agreement. The “**Closing ofEscrow**” or consummation of the purchase and sale transaction shall take place on the date proposedby Tenant in the Purchase Option Exercise Notice, provided that such date is no later than theClosing Deadline. The purchase price for the Property shall be an amount equal to Fifty-two and50/100 Dollars ($52.50) per rentable square foot of space in the Building, as it may be expanded(the “**Purchase Price**”). A sum of money equal to the Purchase Price shall be deposited with theEscrow Agent before the Closing of Escrow, and Tenant shall receive a credit against the PurchasePricein the amount of the Deposit at the Closing of Escrow. Tenant shall take the Property in its“as is” condition (although Tenant shall be entitled to receive an assignment of all availableconstruction warranties), and the Purchase and Sale Agreement shall contain no contingencies toTenant’s obligation to purchase the Property other than Landlord’s ability to deliver title to theProperty subject only to the Permitted Title Exceptions (defined below). In connection with suchpurchase, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with thesale transaction, including but not limited to attorneys’ fees, but excluding any brokeragecommissions and the costs of retiring the debt on the Building, including, without limitation, thecost of any pre-payment or yield maintenance premium (however described).     Section 19.03. Landlord shall convey the Property to Tenant in “as is” condition by limitedwarranty deed subject to all matters of record, which presently include some, but perhaps not all,of those items identified on the attached Exhibit “I” (the “**Existing Title Exceptions**”),other than the lien of any security instrument placed on the Property by Landlord, and such otherfuture title encumbrances as are reasonably approved by Tenant (collectively, the “**Permitted**   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
**TitleEncumbrances**”). As soon as practicable after the Closing of Escrow, the Escrow Agent shall issue astandard coverage Owner’s Policy of Title Insurance at Tenant’s cost. Consistent with the terms ofthe SNDA attached as Exhibit“B” to this Lease, Landlord’s lender and itssuccessors will agree to honor the Purchase Option in the event such lender acquires Landlord’sinterest in the Property, and Landlord will obtain a similar agreement from any future lender whilethe Purchase Option is exercisable by Tenant. Upon the Closing of Escrow, this Lease shallautomatically terminate without further action by either party, and shall be of no further effect,except for those rights, obligations, and liabilities which expressly survive such termination orwhich have accrued prior to such termination, including, without limitation, any monetaryobligations of Tenant or Landlord that have accrued prior to the Closing of Escrow but remainunpaid as of such date. Both Landlord and Tenant acknowledge and agree that the Existing TitleExceptions include those matters affecting the entire Project and that certain of such matters maynot affect the Property, standing alone. Upon completion of the Property Subdivision, the ExistingTitle Exceptions shall be updated to remove any items not affecting the Property.     Section 19.04. The Purchase Option may not be exercised by Tenant and the Closing of Escrowshall not occur if an Event of Default on the part of Tenant exists at the time Tenant gives thePurchase Option Exercise Notice. Landlord reserves the right to exchange fee title in the Propertyfor property of like kind and qualifying use within the meaning of Section 1031 of the InternalRevenue Code of 1986, as amended (the “**IRC**”), and the regulations promulgated thereunder. Landlordexpressly reserves the right to assign its rights, but not its obligations, hereunder to aQualified Intermediary as provided in regulations promulgated under the IRC on or before theClosing of Escrow for the sale of the Property. Tenant agrees to cooperate reasonably withLandlord to effect any such exchange to the extent it does not result in additional obligations forTenant. The terms and provisions set forth in Sections 19.02, 19.03, and 19.04 ofthis Lease, applicable to the purchase and sale of the Property, are referred to as the “**ApplicableTerms**.” The rights contained in this Article Nineteen shall be personal to the OriginalTenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a TenantAffiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null andvoid upon any Transfer other than one involving such a Transferee.     Section 19.05. With respect to the binding arbitration required pursuant to Section19.02 above, the following provisions shall govern and control:A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR STATE JUDGE SHALL CONDUCT THE ARBITRATION UNDER THETHEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “**AAA**”). THEARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES, OR IF THEY ARE UNABLE TO REACHAGREEMENT ON THE ARBITRATOR WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE BY ONE PARTY TO THEOTHER(S) INVOKING THIS ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST OFRETIRED FEDERAL OR STATE JUDGES MAINTAINED BY THE AAA FOR USE IN GEORGIA. THE ARBITRATION SHALL BECONDUCTED IN ATLANTA, GEORGIA, AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE AAA COMMERCIALARBITRATION RULES SHALL APPLY.THE PROVISIONS OF THE GEORGIA ARBITRATION CODE, O.C.G.A. SECTIONS 9-9-1 ETSEQ.(THE “**ARBITRATION ACT**”), AS AMENDED, SHALL APPLY TO THE ARBITRATION. THE ARBITRATOR SHALL LIMITTHE SCOPE OF DISCOVERY TO MATTERS DIRECTLY RELEVANT TO THE ISSUES IN QUESTION AND SHALL ESTABLISHREASONABLE TIME LIMITS WITHIN WHICH THE PARTIES TO THE ARBITRATION MUST COMMENCE AND COMPLETEDISCOVERY, AND THE ARBITRATOR SHALLRESOLVE ANY DISCOVERY DISPUTE BY SUCH PRE-HEARING CONFERENCES AS MAY BE NEEDED. UNLESS THE PARTIESAGREE OTHERWISE, NO DEPOSITIONS WILL BE TAKEN (UNLESS NEEDED FOR PRESENTATION IN LIEU OF LIVEAPPEARANCE). THE ARBITRATOR SHALL NOT PERMIT EXPANDED DISCOVERY. THE ARBITRATOR SHALL HAVEAUTHORITY ONLY TO GRANT SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF, BUT SHALL NOTHAVE THE AUTHORITY TO AWARD DAMAGES, WHETHER COMPENSATORY OR PUNITIVE DAMAGES OR OTHERNON-COMPENSATORY DAMAGES. EACH OF THE PARTIES SHALL PAY ITS OWN ATTORNEYS’ FEES AND COSTS ANDOTHER EXPENSES INCURRED IN THE ARBITRATION, AND THE PARTIES SHALL SHARE EQUALLY THE FEES ANDEXPENSES OF THE ARBITRATOR AND ALL OTHER FEES OR OTHER CHARGES IMPOSED BY AAA OR OTHERADMINISTRATOR. THE ARBITRATOR’S DECISION AND AWARD SHALL BE FINAL AND BINDING AND JUDGMENT ON THEAWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.IF ANY PARTY FILES A JUDICIAL OR ADMINISTRATIVE ACTION ASSERTING CLAIMS SUBJECT TO ARBITRATION ASPRESCRIBED HEREIN, AND ANOTHER PARTY SUCCESSFULLY OPPOSES SUCH ACTION   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
OR COMPELS ARBITRATION OFSAID CLAIMS, THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY’S REASONABLE COSTS AND EXPENSESINCURRED IN OPPOSING SUCH ACTION OR COMPELLING ARBITRATION, INCLUDING REASONABLE ATTORNEYS’ FEESAND EXPENSES.NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE THE DISPUTE PERTAININGTO THE PSA TERMS (AS DEFINED ABOVE IN THIS ARTICLE NINETEEN) DECIDED BY NEUTRAL ARBITRATIONAS PROVIDED ABOVE AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATEDIN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTSTO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS PROVISION. IF YOUREFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATEUNDER THE AUTHORITY OF THE ARBITRATION ACT. YOUR AGREEMENT TO THIS ARBITRATION PROVISION ISVOLUNTARY.WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES PERTAINING TO THE PSA TERMSTO NEUTRAL ARBITRATION. TENANT’S OBLIGATIONS TO PAY BASE RENT AND ADDITIONAL RENT SHALL NOT BEDELAYED OR OTHERWISE AFFECTED BY RESORT TO ARBITRATION HEREUNDER.Landlord Initials: ___      Tenant Initials: ___**ARTICLE TWENTY DECLARATION OF COVENANTS, CONDITIONS,RESTRICTIONS AND RECIPROCAL EASEMENTS      Landlord may prepare for eventual recordation against the Property and other adjacent landcomprising the Project a Declaration of Covenants, Conditions, Restrictions and ReciprocalEasements (the “**Declaration**”), which may supplement or supersede any similar instrument includedwithin the Existing Title Exceptions. So long as the provisions of the Declaration, do not have amaterially adverse effect on marketable title to the Property, do not increase Tenant’s obligationsin any material way (the performance of ministerial acts shall not be deemed material), and do nothave a materially adverse effect on Tenant’s access to, or conduct of business from the Property,Tenant agrees that Tenant shall not unreasonably withhold its consent to the Declaration and thatupon consent of the Declaration by Tenant, the Lease shall be subject and subordinate to theDeclaration, Tenant further agrees to execute a recordable instrument (prepared by Landlord at itssole cost and expense) in order to evidence such subordination.**ARTICLE TWENTY-ONE SALE-LEASEBACK** ****     Notwithstanding any other language contained in this Lease, Landlord grants Tenant the rightto exercise the First Refusal Right and the Purchase Option in connection with the implementationof a sale-leaseback program which may involve other properties in addition to the Property.Landlord agrees to reasonably cooperate with Tenant, as needed, and at Tenant’s sole cost andexpense, to effect any such sale-leaseback program and agrees to enter into such customarydocuments as may be necessary to effect such sale-leaseback program, provided that such documentsdo not increase Landlord’s liability in connection with the sale of the Property and that Tenantreimburses Landlord for any additional third party costs incurred by Landlord as a result of suchcooperation. Any third party (the “**Sale-Leaseback Third Party”)**which is a party to Tenant’ssale-leaseback transaction may take an assignment of Tenant’s Right of First Refusal and PurchaseOption rights hereunder (provided that any such assignment is madesimultaneously with the closing on the applicable purchase and sale transaction and notearlier), and receive direct conveyance of title to the Property from Landlord in order tofacilitate the sale-leaseback structure selected by Tenant, without any further consent or approvalof Landlord. Notwithstanding the foregoing, any negotiation of substantive documentation,including, without limitation, the Purchase and Sale Agreement or the ROFR Purchase and SaleAgreement and any related documents, shall be conducted only by and between Landlord and Tenant,and Landlord will have no obligation to engage in any substantive negotiations with theSale-Leaseback Third Party, provided that Landlord will (a) jointly participate with Tenant innegotiating or approving the terms of any non-substantive documents and (b) cooperate with Tenantand the Sale-Leaseback Third Party in performing ministerial functions necessary to the closing ofthe transaction. Furthermore, all such negotiations must be completed and the form and substanceof the subject documents agreed to by Landlord and Tenant prior to the Transfer to theSale-Leaseback Third Party. If the proposed sale-leaseback transaction is, for any reason (otherthan as the result of delay caused solely by Landlord), not timely consummated with theSale-Leaseback Third Party, the Transfer to such Sale-Leaseback Third Party shall be deemed nulland void. The rights contained in this Article Twenty-one shall be personal to theOriginal Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a TenantAffiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null andvoid upon any Transfer other than one   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
involving such a Transferee. Landlord and Tenant acknowledgeand agree that the proposed assignment of Tenant’s Right of First Refusal and Purchase Optionrights to a Sale-Leaseback Third Party contemplated above in this Article Twenty is not a“Transfer” within the meaning of Article Nine of this Lease.**ARTICLE TWENTY-TWO NO OPTION OR OFFER**     THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS AGENT OR REPRESENTATIVE FOR EXAMINATION OREXECUTION BY TENANT DOES NOT CONSTITUTE AN OPTION OR OFFER TO LEASE THE PROPERTY UPON THE TERMS ANDCONDITIONS CONTAINED HEREIN OR A RESERVATION OF THE PROPERTY IN FAVOR OF TENANT, IT BEING INTENDEDHEREBY THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY LANDLORD ANDDELIVERY OF A FULLY EXECUTED LEASE TO TENANT. NEITHER PARTY SHALL HAVE ANY OBLIGATION TO CONTINUEDISCUSSIONS OR NEGOTIATIONS OF THIS LEASE.*(Left intentionally blank – signature pages to follow)*   Industrial Lease—Atlanta Dendreon Corporation  Majestic Airport Center III  Union City, GA
 

 
     Landlord and Tenant have signed this Lease at the place and on the dates specified adjacent totheir signatures below.         LANDLORD:       Signed on July 27, 2009 AIRPORT CENTER III AT OAKLEY**