Exhibit 10.96



 





Exhibit 10.96




STANDARD LEASE SUMMARY



THIS LEASE is made as of this 31st  day of  January, 2007
between the following parties:




	 	 	 
	LANDLORD:

	 	TENANT:
	DOMINO’S FARMS OFFICE PARK, L.L.C.

	 	AASTROM BIOSCIENCES, INC.
	(a Michigan corporation)

	 	(a Michigan corporation)
	Post Office Box 445

	 	Post Office Box 376
	24 Frank Lloyd Wright Drive

	 	24 Frank Lloyd Wright Drive
	Ann Arbor, Michigan 48106

	 	Ann Arbor, Michigan 48106





The following is intended to summarize certain basic terms of this Lease, and is not intended to be
exhaustive. In the event anything set forth in this Lease Summary (“Lease Summary”) conflicts with
the other specific provisions of this Lease contained in the Standard Lease Terms, the latter shall
be deemed to control.





	A.	 	BUILDING:
	 
	 	 	The office building commonly known as Domino’s Farms Prairie House located at 24 Frank Lloyd
Wright Drive, Ann Arbor, Michigan 48106.
	 
	B.	 	PREMISES:





	 	 	 
	Lobby K, Level 2:

	 	Approximately 32,708 rentable square feet based upon 29,735 usable
square feet, plus a 10% common area factor.
	 
	 	 
	Lobby K, Level 1:

	 	Approximately 589 usable square feet. (Mechanical room).
	 
	 	 
	Lobby K, Level 1:

	 	Approximately 3234 usable square feet. (Storage rooms).







	C.	 	TERM:
	 
	 	 	Commencement Date:
	 
	 	 	For the Level 1 Storage Rooms, the Commencement Date shall be the same as the date of
execution of this Lease.




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	 	 	For the Level 1 Mechanical Room, the Commencement Date shall be the day following the
receipt of a Temporary Certificate of Occupancy from the Ann Arbor Township Building
Inspector for Phase 1 of the Level 2 suite, estimated to be approximately March 29, 2007.
	 
	 	 	For Phase 1 of the Level 2 suite, which is approximately 3,904 usable square feet, the
Commencement Date shall be the day following the receipt of a Temporary Certificate of
Occupancy from the Ann Arbor Township Building Inspector for said space, estimated to be
approximately March 29, 2007.
	 
	 	 	For Phase 2 of the Level 2 suite, which is approximately 20,906 usable square feet, the
Commencement Date shall be the day following the receipt of a Temporary Certificate of
Occupancy from the Ann Arbor Township Building Inspector for said space, estimated to be
approximately May 1, 2007.
	 
	 	 	For Phase 3 of the Level 2 suite, which is approximately 4,925 usable square feet, the
Commencement Date shall be the day following the receipt of a Final Certificate of Occupancy
from the Ann Arbor Township Building Inspector for said space, estimated to be approximately
May 15, 2007.
	 
	 	 	Expiration Date:
	 
	 	 	Six (6) years following the Commencement Date for Phase 3 of the Level 2 suite.
	 
	 	 	Options:
	 
	 	 	Two (2) five-year options exercisable upon six (6) months prior written notice to Landlord.
	 
	E.	 	RENT:





	 	 	 
	Year 1

	 	Level 2 suite: $30.83 per rentable square foot

Level 1 rooms: $10.28 per usable square foot
	 
	 	 
	Years 2 — 5:

	 	Rent shall be adjusted each year by the amount of the Consumers
Price Index for the Detroit Metropolitan area (“CPI”) for the previous calendar year.
In no year will the rent be decreased from the previous year. If at any time
during the term hereof the United States Bureau of Labor Statistics shall discontinue
the issuance of the CPI, then the parties agree to use any other standard, nationally
recognized cost of living index then issued and available, which is published by the
United States Government, and if no governmental index is then published, then by any






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	 	generally recognized privately published index of the cost of living.
If the adjustment in annualized Base Rent for any new twelve (12)
month period has not been calculated prior to the due date of the
monthly installment of minimum net rent for such month, the relevant
monthly installment shall be paid based on the prior year’s
annualized base rent until such time as the new base rent has been
established, and the shortfall, if any, shall be paid with the first
monthly installment for which the revised minimum base rent has been
established.







	E.	 	PERMITTED USES:
	 
	 	 	General office, lab, manufacturing, material storage and shipping.
	 
	F.	 	SECURITY DEPOSIT:
	 
	 	 	Not applicable.
	 
	G.	 	LANDLORD’S AGENT:
	 
	 	 	Domino’s Farms Corporation
	 
	H.	 	MAILING ADDRESS:
	 
		 	24 Frank Lloyd Wright Drive

P.O. Box 445

Ann Arbor, MI 48106-0445





RIDERS ATTACHED:




	 	 	 
	Rider A

	 	Office Location
	Rider B

	 	Rules and Regulations
	Rider C

	 	Work Agreement
	Rider D

	 	Additional Provisions
	Rider E

	 	Hazardous Materials






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TABLE OF CONTENTS




	 	 	 
	Section	 	Page
	 
	 	 
	1.   Definitions/Lease
	 	1
	2.   Amenities and Common Area
	 	1
	3.   The Term
	 	1
	4.   The Base Rent
	 	2
	5.   Late Charges and Interest
	 	3
	6.   Taxes and Assessments
	 	3
	7.   Utilities and Utility Expenses
	 	3
	8.   Insurance
	 	4
	9.   Payment for Services Rendered by Landlord
	 	5
	10. Use of Premises
	 	6
	11. Damage
	 	6
	12. Maintenance and Repairs
	 	7
	13. Leasehold Improvements
	 	8
	14. Alterations
	 	9
	15. Liens
	 	10
	16. Eminent Domain
	 	10
	17. Assignment or Subletting
	 	11
	18. Inspection and Alteration of Public Portions
	 	11
	19. Fixtures and Equipment
	 	13
	20. Notices or Demands
	 	13
	21. Breach; Insolvency; Re-Entry
	 	14
	22. Surrender of Premises on Termination
	 	15
	23. Performance by Landlord of the Covenants of Tenant
	 	16
	24. Subordination; Estoppel Certificates
	 	17
	25. Substitute Space
	 	17
	26. Quiet Enjoyment
	 	17
	27. Holding Over
	 	17
	28. Remedies Not Exclusive; Waiver
	 	18
	29. Waiver of Subrogation
	 	18
	30. Indemnification
	 	18
	31. Assignment by Landlord
	 	19
	32. Security Deposit
	 	19
	33. Hazardous Materials
	 	20
	34. Movement of Tenant’s Property
	 	21
	35. Non-Terminability Compliance With Laws, Costs, Severability
	 	22
	36. Entire Agreement
	 	22
	37. Recording
	 	22
	38. General
	 	22
	Rider A Location of Premises
	 	25
	Rider B Rules and Regulations
	 	27
	Rider C Work Agreement
	 	30
	Rider D Additional Provisions
	 	33
	Rider E Hazardous Materials
	 	34






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STANDARD LEASE TERMS




SECTION 1

Definitions/Lease





	1.01	 	Definitions: In addition to words and phrases defined in these Standard Lease
Terms, the words and phrases in the Summary of Lease Terms shall have the meanings set forth
therein.
	 
	1.02	 	Lease of Premises: In consideration of the rents to be paid and the covenants and
agreements to be performed hereunder, Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord the Premises.





SECTION 2

Amenities and Common Area





	2.01	 	Amenities: Tenant’s lease of the Premises shall include the nonexclusive right to
the use of such building amenities as are generally made available to tenants of the Building.
The use and the availability of all such amenities shall be subject to the reasonable rules
and regulations established by Landlord or the respective proprietor or operator of such
amenities and subject to such prices or fees as may be established from time to time for the
use of any amenity. In addition, Tenant shall be entitled to unreserved parking spaces in the
parking area provided for the Building, together with the nonexclusive right to use the
walkways and other means of ingress and egress over the land surrounding the Building, and all
other rights of ingress and egress provided for use in common by all owners and tenants of the
Building.
	 
	2.02	 	Common Area: The term “Common Area” means that part of the Building intended by
Landlord for the common use of all tenants, including, but not limited to, lobbies, public
entrances, restrooms, stairways, elevators, corridors, parking areas and walkways. Tenant,
and its employees, guests, invitees and licensees, shall have the nonexclusive right to use
the Common Area with other tenants and other persons permitted by Landlord to use the same.
Tenant shall not take any action which would interfere with the rights of other persons to use
the Common Area.





SECTION 3

The Term





	3.01	 	Term: The Term of this Lease and the payment of rent hereunder, shall commence on
the Commencement Date and shall end on the Expiration Date as




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	 	 	set forth on the Standard Lease Summary, unless terminated by Tenant in accordance with
Section 3.04 below.
	 
	3.02	 	Waivers: Tenant expressly waives any right to rescind this Lease and further
expressly waives the right to recover any damages, direct or indirect, which may
result from Landlord’s failure to deliver possession of the Premises on the
Commencement Date. The Commencement Date shall not be postponed or delayed by reason of or
arising out of delays occasioned by Tenant.
	 
	3.03	 	Options Provided Tenant is not in default under this Lease beyond the applicable
cure period at the time of exercise of the option, Tenant shall have two (2) options to extend
the term of this Lease for an additional five (5) years (each an “Option Period”),
such Option Periods to begin upon the expiration of the Lease Term or Option Period, as the
case may be. If Tenant shall elect to exercise such option to renew, it shall do so by giving
written notice to Landlord not less than six (6) months before the expiration of the original
Term or Option Period, as the case may be (the “Exercise Notice”). Except for the
Base Annual Rent, all terms and conditions of the Lease shall apply during each Option Period
and Tenant shall accept the Leased Premises in its then “AS IS” condition; provided, however,
that the foregoing shall not affect Landlord’s obligations with regard to maintenance and
repair of the Leased Premises.
	 
	3.04	 	Tenant’s Right to Terminate. Intentionally omitted.
	 
	3.05	 	Right of First Refusal: See Rider D, Additional Provisions.





SECTION 4

The Base Rent





	4.01	 	Base Annual Rental: Tenant agrees to pay to Landlord the Base Annual Rental
for the original Term of this Lease without right of set-off or abatement (except as expressly
permitted under this Lease).
	 
	4.02	 	Base Monthly Rental: The Base Annual Rental shall be payable in monthly
installments equal to the Base Monthly Rental, in advance, without any set-offs or deductions
(except as expressly permitted under this Lease), on the first day of each month (the “Rent
Day”) during the Term of this Lease at the mailing address shown in Paragraph I of the
Summary, or at such other place as Landlord from time to time may designate in writing. In
the event the Commencement Date is other than the first day of the calendar month, the Base
Monthly Rental for the first and last partial months shall be prorated based on the actual
number of days of such months included within the Lease Term and based upon the amount of the
Base Monthly Rental.




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SECTION 5

Late Charges and Interest





	5.01	 	Late Charges: Any rent or other sums payable by Tenant to Landlord under this
Lease which are not paid by Tenant and received and accepted by Landlord within seven (7)
days after they are due will be subject to a one-time late charge of five percent (5%) of the
amount due. Such late charges will be due and payable as additional rent on or before the
next Rent Day.
	 
	5.02	 	Interest: Any rent, late charges or other sums, if any, payable by Tenant to
Landlord under this Lease not paid within thirty (30) days after the same are due will bear
interest at a per annum rate of eleven percent (11%); provided however, if such rate exceeds
the maximum rate of interest permitted by law under such circumstances, then such rate shall
be reduced to the maximum permissible rate. Such interest will be due and payable as
additional rent on or before the next Rent Day, and will accrue from the date that such rent,
late charges or other sums are first payable under the provisions of this Lease until actually
paid by Tenant.
	 
	5.03	 	Default: Any default in the payment of rent, late charges or other sums will not
be considered cured unless and until the late charges and interest due hereunder are paid by
Tenant to Landlord. If Tenant defaults in paying such late charges and/or interest, Landlord
will have the same remedies as on default in the payment of rent. The obligation hereunder to
pay late charges and interest exists in addition to, and not in the place of, the other
default provisions of this Lease.





SECTION 6

Taxes and Assessments





	6.01	 	Personal Property Taxes: Tenant shall be responsible for and pay all personal
property taxes assessed against Tenant’s fixtures, equipment and other property of Tenant
located on the Premises.
	 
	6.02	 	Real Property Taxes: Landlord shall, at its sole cost and expense, pay all real
property taxes and assessments levied against the Building and Common Areas.





SECTION 7

Utilities and Utility Expenses





	7.01	 	Telecommunications: Tenant shall arrange for and pay for the installation of
telephone and other telecommunications services to the Premises, subject to Landlord’s prior
written approval of the means of installation of such service(s).




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	7.02	 	Utilities to be Furnished: So long as Tenant is not in default under the terms of
this Lease, Landlord shall furnish, at its sole cost and expense, the following utilities as
required for comfortable occupancy of the Premises (“Utilities”):






	 	A.	 	Electricity for usual office requirements and as necessary for Tenant’s use of
the Premises as more particularly set forth in the Work Agreement;
	 
	 	B.	 	Air conditioning and heat during the appropriate season, as provided in the
Rules and Regulations attached as Rider B; and
	 
	 	C.	 	Hot and cold water for kitchen purposes.






	7.03	 	Interruption of Utilities: Interruption or curtailment of any Utility for any
reason or interruption or curtailment of any service maintained in the Building, if
caused by strikes, mechanical difficulties, or any causes or acts beyond Landlord’s
reasonable control, whether similar or dissimilar to those enumerated, shall not entitle
Tenant to any claim against Landlord or to any abatement in rent, nor shall the same
constitute constructive or partial eviction, unless Landlord fails to take such measures as
may be reasonable in the circumstances to restore the service or Utility without undue delay.
If the Premises are rendered untenantable in whole or in part for a period of over three (3)
full business days, by the making of repairs, replacements or additions (other than those made
at Tenant’s request or caused by misuse or neglect by Tenant or Tenant’s agents, servants,
visitors, invitees, licensees or employees or those required by any governmental authority due
to the nature of Tenant’s use of the Premises), or if Landlord fails to make such repairs,
replacements or additions as necessary to restore the Utility service after Tenant gives
Landlord written notice, there shall be a proportionate abatement of rent during the period of
such untenantability. Except in cases of emergency, Landlord shall give Tenant reasonable
prior notice of any delay or diminution in any Utility service and shall use commercially
reasonable efforts to minimize any inconvenience to Tenant where such delay or diminution is
the result of Landlord’s voluntary actions.





SECTION 8

Insurance





	8.01	 	Liability Insurance: Tenant shall obtain, at its own expense, comprehensive general
liability insurance coverage, including blanket contractual coverage, against claims for or
arising out of bodily injury, death or property damage occurring in, on or about the Premises,
which policy or policies shall name Landlord as an additional insured. The policy may be
either a dual limit policy in the amounts of $1,000,000 per person and $1,000,000 per
occurrence for bodily injury and $1,000,000 per occurrence for property damage or a single
limit policy in the amount of $1,000,000. Landlord may require that the limits of such
insurance be increased in reasonably appropriate amounts as may be




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	 	 	determined by Landlord or any mortgagee of the Building; provided, however, that the amount
of coverage will not be increased more frequently than at one (1) year intervals. Such
policy shall be issued by an insurance company reasonably acceptable to Landlord. The
policy procured by Tenant under this Subsection 8.01 must provide for at least thirty (30)
days written notice to Landlord of any cancellation. On or before the Commencement Date,
Tenant shall deliver to Landlord, at Landlord’s option, a certificate of insurance or a
certified copy of the original policy, together with receipts evidencing payment of the
premiums therefore. Tenant will deliver certificates of renewal for such policies to
Landlord at least thirty (30) days prior to the expiration dates thereof. The insurance
provided by Tenant under this Subsection 8.01 may be in the form of a blanket insurance
policy covering other properties as well as the Premises; provided, however, that Tenant
must furnish Landlord with a written statement from the insurer(s) under such policy or
policies which statement shall (i) specify the policy limits of the policy or policies, (ii)
state that the Premises and this Lease are covered by such policy or policies and (iii)
state the amount of total insurance allocated to the Premises; provided, further, that any
such policy or policies of blanket insurance must, as to the Premises, otherwise comply as
to insurance amounts, endorsements, notice of cancellation and coverage with the other
provisions of this Subsection 8.01.
	 
	8.02	 	Insurance for Leasehold Improvements: Tenant shall obtain, at its own expense, a
policy to insure the leasehold improvements to be made to the Premises and any other fixtures
or equipment of Tenant which will remain the property of Landlord under Section 19 of this
Lease. The policy shall name Landlord as an additional insured for full replacement cost
against loss by fire, with standard extended risk coverage, vandalism, malicious mischief,
sprinkler leakage and all other risk perils.
	 
	8.03	 	Replacement Cost: Tenant shall at all times maintain insurance for full replacement
cost of property of Tenant located in or about the Premises.
	 
	8.04	 	Landlord’s Insurance: During the term of this Lease, Landlord shall, at its sole
cost and expense, procure and maintain (i) general liability insurance for the Common Areas
and Building, including coverage for personal injury and property damage; (ii) fire and
extended coverage insurance for the Building equal to the full replacement value of the
Building, including umbrella coverage and (iii) rental interruption insurance.





SECTION 9

Payment for Services Rendered by Landlord





	9.01	 	Payment for Services: If Landlord at any time, subject to the notice and cure
provisions of Section 23.01 below, (i) does any work or performs any service in connection
with the Premises, or (ii) supplies any materials to the




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	 	 	Premises, and the cost of such services, work or materials is Tenant’s responsibility under
the provisions of this Lease, Landlord will invoice Tenant for the reasonable cost, payable
on the next Rent Day or within thirty (30) days after delivery of the invoice, whichever is
later. This Section 9.01 will apply to any such work, service or materials, whether
furnished at Tenant’s request or on its behalf and whether furnished or caused to be
furnished by Landlord, its agents, employees or contractors. All amounts payable under this
Section 9.01 will be additional rental and failure by Tenant to pay them when due will be a
default under this Lease and, in addition to any other remedies provided in this Lease upon
default, will result in the assessment of late charges and interest under Section 5.





SECTION 10

Use of Premises





	10.01	 	Permitted Uses: The Premises will be used and occupied by Tenant for the
Permitted Uses and for no other purpose without prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed. Tenant agrees that it
will not use or permit any person to use the Premises or any part thereof for any use or
purposes in violation of the laws of the United States, the laws, ordinances or other
regulations of the state and municipality in which the Premises are located, or of any other
lawful authorities. During the Term or any extension, Tenant will comply with all lawful
health and police regulations and with the Rules and Regulations attached as Rider B.
	 
	10.02	 	Rules and Regulations: The Landlord may, from time to time, establish reasonable
rules and regulations (“Rules and Regulations”) for use of the Premises, the Building and the
Common Areas by Tenant and all other persons. Those Rules and Regulations in effect on the
date of this Lease are attached as Rider B. All such rules and regulations may be amended or
replaced, at Landlord’s option, upon written notice to Tenant (sent by mail or otherwise
delivered to the Premises). All such amendments or replacements shall be deemed to
automatically amend and replace those Rules and Regulations set forth in Rider B.





SECTION 11

Damage





	11.01	 	Damage: If the Premises are damaged or destroyed in whole or in part by any fire or
other casualty during the Term hereof, Landlord will repair and restore the same to good
tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days),
the rent herein provided for shall abate entirely in case the entire Premises are untenantable
and prorata on an equitable basis for the portion rendered untenantable, in case a part only
is untenantable, until the




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	 	 	same shall be restored to a tenantable condition. If such repairs cannot, in Landlord’s
reasonable opinion, be made with two hundred seventy (270) days, then either Landlord or
Tenant (without payment of the Termination Fee) shall have the right, by written notice
given to the other within seventy five (75) days after the date of the damage or
destruction, to terminate this Lease as of the date of the damage or destruction and any
rent attributable to a period of time after such damage or destruction shall be remitted by
Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or
destruction give Tenant written notice as to whether, in Landlord’s reasonable opinion, the
Premises can be restored within two hundred seventy (270) days after the date of the damage
or destruction. If neither party elects to terminate this Lease pursuant to this Section
11.01, Landlord shall repair the Premises in accordance with this Section 11.01. The
foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its
own insurance or to remove its damaged goods, wares, equipment or property within a
reasonable time, and as a result thereof the repairing and restoration is delayed, there
shall be no abatement of rental during the period of such resulting delay; (ii) that there
shall be no abatement of rental if such fire or other cause damaging or destroying the
Premises shall result from the negligence or willful act of Tenant, its agents, servants,
licensees, or employees; (iii) that if Tenant shall use any part of the Building other than
the Premises for storage, during the period of repair, a reasonable charge shall be made
therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed
to the extent of more than one-half (1/2) of the full insurable value thereof, Landlord may
at its option terminate this Lease forthwith by a written notice to Tenant within forty five
(45) days after the date of the damage or destruction.





SECTION 12

Maintenance and Repairs





	12.01	 	Maintenance and Repairs: Landlord will, at its sole cost and expense, maintain,
repair and keep all structural, electrical, mechanical and plumbing systems of the Building
(other than such systems installed by Tenant) and any other improvements on the land which
serve the entire Building, including the parking lot, at all times, in compliance with all
applicable laws, and in good condition and repair, except for reasonable and normal wear and
tear.
	 
	 	 	Landlord will also, at its sole cost and expense, maintain, repair and replace the grounds,
sidewalks, driveways and parking areas serving the Building in compliance with all
applicable laws, and in good condition and repair, except for reasonable wear and tear.
Landlord assumes, at its sole cost and expense, the responsibility for the operation,
security, management, maintenance and repair of the Common Area. The Common Area shall be
maintained in compliance with all applicable laws, and in good condition and repair, except
for reasonable and normal wear and tear.




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	12.02	 	Cost of Repairs: From and after the Commencement Date, any repairs, additions or
alterations to the Building including any of its systems (e.g., plumbing, electrical,
mechanical) structural or non-structural, or to the Premises, which are required by any law,
statute, ordinance, rule, regulation or governmental authority or insurance carrier,
including, without limitation, OSHA, arising exclusively out of Tenant’s use or occupancy of
the Premises, will be made by Landlord at Tenant’s expense including, without limitation,
those which require the making of any structural, unforeseen or extraordinary changes. The
foregoing shall not apply to any such repairs that are required because of Landlord’s use of
the Building generally as an office building. Tenant agrees to pay the total costs incurred
by Landlord for repairs made under this Subsection 12.02 within thirty (30) days after the
delivery of an invoice for same. All amounts payable under this Section 12.02 will be
additional rental and failure by Tenant to pay them when due will be a default under this
Lease and, in addition to any other remedies provided in this Lease upon default, will result
in the assessment of late charges and interest as set forth in Section 5. Notwithstanding the
foregoing, Landlord shall give Tenant written notice prior to expending any sums necessitated
by Tenant’s use and Tenant shall have the right to contest any alleged violation in good
faith, including, without limitation, the right to apply for and obtain a waiver or deferment
of compliance, the right to assert any and all defenses allowed by applicable laws and the
right to appeal any decisions, judgments or rulings to the fullest extent permitted by
applicable laws.
	 
	12.03	 	Maintenance: Except as otherwise provided in this Lease, Tenant agrees at its own
expense to maintain the Premises and all improvements thereto, including any improvements made
by Tenant, at all times in good condition and repair except for reasonable and normal wear and
tear, and damage caused by fire or other casualty.
	 
	12.04	 	Janitorial Services: Landlord will provide janitorial services to the Premises in
accordance customary standards for the Building.





SECTION 13

Leasehold Improvements





	13.01	 	Plans/Allowance: Landlord and Tenant agree that the Premises may be improved
(“Leasehold Improvements”) in accordance with certain plans and specifications to be prepared
by Tenant or Tenant’s agents, which plans and specifications shall be subject to Landlord’s
reasonable prior approval in the same manner as provided in Section 14.01.
	 
	13.02	 	Construction: Any improvements to be made to the Premises pursuant to Tenant’s
approved plans and specifications shall be constructed by Landlord and




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	 	 	any contractors pursuant to the Work Agreement to be entered into by Landlord and Tenant in
the form attached as Rider C.





SECTION 14

Alterations





	14.01	 	Alterations: Landlord must review plans for and approve any structural alterations,
additions, or improvements, exterior or interior, to the Premises including alterations made
at the request of Tenant. Landlord’s consent for any interior improvements will not be
unreasonably withheld, conditioned or delayed; provided that Landlord’s consent to exterior
improvements may be withheld in Landlord’s sole and absolute discretion. Any modification of
the Premises other than as specifically set forth in the Work Agreement as Landlord’s expense
will be at the expense of Tenant. All work will be done in accordance with the Building
Interior Specifications document(s) which can be obtained by Tenant from Landlord.
Notwithstanding the foregoing, Tenant may, with Landlord’s consent, install or replace
carpeting within the Premises, paint all or any portion of the walls of the Premises, or make
minor, non-structural alterations which do not adversely affect the base building systems,
including but not limited to alterations to Tenant’s phone, data or audio/visual system or
infrastructure, provided all such carpeting, paint or other alterations meet or exceed the
applicable building standard. Tenant must notify the Landlord prior to the commencement of
any work, and all modifications must adhere to the Build Interior Specifications document
referenced above.






	14.02	 	Restoration of Premises: All alterations, additions and improvements made by
either of the parties hereto on the Premises after the date hereof will be the property of
Landlord and will remain on and be surrendered with the Premises at the termination of this
Lease provided, however, that except for the work being performed under the Work Agreement,
Tenant shall remove, at Landlord’s option, all alterations, additions or improvements to the
Premises made for Tenant after the date hereof and Tenant shall pay to Landlord to restore the
Premises to the Premises’ original condition. Notwithstanding the foregoing, in the event
that Landlord gives its consent, pursuant to the provisions of this Section 14, to allow
Tenant to make an alteration in the Premises after the date hereof, Landlord agrees, upon
Tenant’s written request, to notify Tenant in writing at the same time of the giving of such
consent whether Landlord will require Tenant, at Tenant’s cost, to remove such alteration at
the end of the Lease Term. In addition, in the event that Landlord’s consent to an alteration
by Tenant is not necessary under Section 14, Landlord agrees, promptly after Tenant notifies
Landlord in writing of the alteration that Tenant intends to make, to notify Tenant in writing
whether Landlord will require Tenant, at Tenant’s cost, to remove such alteration at the end
of the Lease Term.




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SECTION 15

Liens





	15.01	 	Liens: Tenant will keep the Building, Premises and surrounding land free of liens
of any sort attributable to the acts of Tenant and will hold Landlord harmless from any liens
which may be placed on the Building, Premises or surrounding land due to the acts of Tenant
and except those attributable to the acts of Landlord or other tenants, or any party claiming
by through or under Landlord.





SECTION 16

Eminent Domain





	16.01	 	Eminent Domain: If the Premises are taken by any public authority under power of
eminent domain, or by private sale in lieu of eminent domain, this Lease will
terminate as of the date of such taking or sale, and Tenant may receive a prorata refund of
any rents, deposits or other sums paid in advance. Landlord reserves the right, however, to
elect to demolish, rebuild or reconstruct the Building if any portion of the Building
is so taken, and if Landlord so elects, whether or not the Premises are involved in
the taking, this Lease may be terminated by Landlord on written notice to Tenant and
the rent will be adjusted to the date Tenant’s possession of the Premises is terminated. If a
portion of the Premises, Building or Common Area is taken and such taking will, in Tenant’s
reasonable judgment, prevent Tenant from conducting its business in the Premises in a manner
reasonably comparable to that conducted immediately prior to such taking, Tenant shall have
the right to terminate this Lease by giving written notice to Landlord within forty-five (45)
days from the date of such taking. If a portion of the Premises is taken and neither Landlord
nor Tenant terminates this Lease, rent shall abate in proportion that the untenantable portion
of the Premises bears to the entire Premises.






	16.02	 	Condemnation Award: The whole of any award or compensation for any portion of the
Premises taken, condemned or conveyed in lieu of taking or condemnation shall be solely the
property of and payable to Landlord. Nothing herein contained shall be deemed to preclude
Tenant from seeking at its own cost and expense, an award from the condemning authority for
loss of its business, the value of any trade fixtures or other personal property of Tenant in
the Premises or moving expenses, provided that the award for such claim or claims shall not be
in diminution of the award made to Landlord.




10









 











SECTION 17

Assignment or Subletting





	17.01	 	Assignment or Subletting: Tenant agrees not to assign or in any manner transfer
this Lease or any interest in this Lease without the previous written consent of Landlord, and
not to sublet the Premises or any part of the Premises or allow anyone to use or to come in,
with, through or under it without like consent, which consent shall not be unreasonably
withheld or delayed. Upon any attempted unconsented assignment or sublease, Landlord shall
have the right to terminate this Lease. One such consent will not be deemed a consent to any
subsequent assignment, subletting, occupation or use by any other person. Any sublease on the
Premises executed by Tenant and a third party must terminate when the Term of this Lease
expires. The acceptance of rent from an assignee, subtenant or occupant will not constitute a
release of Tenant from the further performance of the obligations of Tenant contained in this
Lease. In the event of any such assignment or sublease of all or any portion of the Premises
where the rental or other consideration reserved in the sublease or by the assignment exceeds
the rental or prorata portion of the rental, as the case may be, for such space reserved in
this Lease, Tenant agrees to pay Landlord monthly, as additional rental, on the Rent Day, the
excess of the rental or other consideration reserved in the sublease or assignment over the
rental reserved in this Lease applicable to the subleased/assigned space. Notwithstanding the
foregoing, Tenant shall have the right to assign this Lease or to sublease all or a portion of
the Leased Premises without Landlord’s consent to (i) an entity resulting from a merger or
consolidation with Tenant; (ii) any entity succeeding to all or substantially all of the
business and assets of Tenant; or (iii) any direct subsidiary of Tenant. When Landlord’s
consent to a sublease is required, Landlord shall, within fifteen (15) business days after
Tenant submits to Landlord a written request for Landlord’s consent to a sublease, which
request shall identify the proposed subtenant and generally describe the nature of such
subtenant’s business and clientele and be accompanied by a copy of the proposed sublease, give
Tenant written notice approving or disapproving of such sublease. If Landlord fails to give
Tenant written notice either approving or disapproving of such proposed sublease within such
fifteen (15) business day period, Landlord shall be deemed to have approved such sublease.
Notwithstanding any of the foregoing, it is clearly understood that any type of embryonic
research or associated activities would not be an approved use in or on the Premises.





SECTION 18

Inspection and Alteration of Public Portions





	18.01	 	Inspection: Tenant agrees, upon reasonable prior written or telephonic notice, to
permit Landlord and the authorized representatives of Landlord to enter the Premises during
Tenant’s normal business hours for the purpose of inspecting




11









 












	 	 	the same. Notwithstanding the foregoing, Landlord shall have the right to access the
Premises without notice to Tenant in the event of an emergency. “Emergency” as used herein
shall mean the threat of immediate injury or damage to persons or property or the immediate
imposition of a civil or criminal fine or penalty.
	 
	18.02	 	Right to Enter and Alter Premises: Upon reasonable prior written or telephonic
notice from Landlord, Tenant shall permit Landlord to erect, use and maintain pipes and
conduits located above the ceiling or below the flooring of the Premises. Landlord or its
agents or designees shall have the right, subject to the provisions of Section 18.01 above, to
enter the Premises, for the purpose of making such repairs or alterations as Landlord shall be
required or shall have the right to make by the provisions of this Lease and, subject to the
foregoing, shall also have the right to enter the Premises for the purpose of exhibiting them
to prospective purchasers of the Building or to prospective mortgagees or to prospective
assignees of any such mortgagees. Landlord shall be allowed to take all material into and
upon the Premises that may be required for the repairs or alterations above mentioned without
the same constituting an eviction of Tenant in whole or in part, and the rent reserved shall
in no wise abate, except as otherwise provided in this Lease, while said repairs or
alterations are being made. Landlord shall at all times have and retain a key with which to
unlock all of the doors in, on or about the Premises (excluding Tenant’s vaults, safes and
similar areas designated in writing by Tenant in advance ); and Landlord shall have the right
to use any and all means which Landlord may deem proper to open said doors in an emergency in
order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by
any of said means, or otherwise, shall not under any circumstances be construed or deemed to
be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or
constructive, of Tenant from the Premises, or any portion thereof. Notwithstanding anything
contained herein to the contrary, Landlord covenants and agrees that any such entry shall be
conducted so as to minimize interference with Tenant’s business operations.
	 
	18.03	 	Right to Show Premises: During the twelve (12) months prior to the expiration of
the Term of this Lease, Landlord may exhibit the Premises to prospective tenants upon prior
reasonable written or telephonic notice during Tenant’s normal business hours.
	 
	18.04	 	Right to Alter Public Portions of Building: Landlord shall have the right at any
time without thereby creating an actual or constructive eviction or incurring any liability to
Tenant therefore, to change the arrangement or location of entrances, passageways, doors, and
doorways, corridors, stairs, toilets and other like public service portions of the Building;
provided such modifications do not materially and adversely affect Tenant’s use of the
Premises. Tenant shall at all times be provided with safe and convenient entrance to the
Premises.




12









 












	18.05	 	Name of Building: Landlord shall have the right at any time to name the Building
for any person(s) or tenant(s) and to change any and all such names at any time thereafter.





SECTION 19

Fixtures and Equipment





	19.01	 	Landlord’s Property: All fixtures and equipment paid for by Landlord and all
improvements, fixtures and equipment which may be paid for and placed on the
Premises by Tenant from time to time but which are so incorporated and affixed to the Premises
that their removal would involve damage or structural change to the Premises, will be and
remain the property of Landlord. Notwithstanding the foregoing, Tenant shall have the
unconditional right to remove all or portions of its trade fixtures and equipment, subject to
Tenant’s obligation as described above to promptly repair any resulting damage, at Tenant’s
sole expense.
	 
	19.02	 	Tenant’s Property: All improvements, furnishings, equipment and fixtures other than
those specified in Subsection 19.01, which are paid for and placed on the Premises by Tenant
from time to time will remain the property of Tenant and be removed by Tenant at the
expiration of the Lease.





SECTION 20

Notices or Demands





	20.01	 	Notices or Demands: All bills, notices, statements, communications or demands
(collectively, “notices or demands”) upon Landlord or Tenant desired or required to be given
under any of the provisions hereof must be in writing. Any such notices or demands from
Landlord to Tenant will be deemed to have been duly and sufficiently given if a copy thereof
has been personally delivered or mailed by United States mail in an envelope properly stamped
and addressed to Tenant at the address of the Premises or at such other address as Tenant may
have last furnished in writing to Landlord for such purpose. Any such notices or demands from
Tenant to Landlord will be deemed to have been duly and sufficiently given if personally
delivered to Landlord or mailed by United States mail in an envelope properly stamped and
addressed to Landlord at the address set forth in the Lease Summary or such other address as
the Landlord may designate in writing from time to time. The effective date of such notice or
demand will be deemed to be the time when personally delivered or mailed as herein provided.




13









 











SECTION 21

Breach; Insolvency; Re-Entry





	21.01	 	Default: If any rental payable by Tenant to Landlord remains unpaid for more than
ten (10) days after written notice to Tenant of nonpayment, or if Tenant violates or defaults
in the performance of any of its obligations in this Lease and the violation or default
continues for a period of thirty (30) days after written notice (unless more than thirty (30)
days is reasonably required to cure the breach and Tenant commences with that 30-day period to
cure the breach and diligently prosecutes the cure to completion), then Landlord may (but will
not be required to) declare this Lease forfeited and the Term ended, or re-enter the Premises,
or may exercise all other remedies available under Michigan law. Landlord will not be liable
for damages to person or property by reason of any legitimate re-entry or forfeiture.
	 
	21.02	 	Bankruptcy: If Tenant is adjudged bankrupt or insolvent, files or consents to the
filing of a petition in bankruptcy under Federal or State law, applies for or consents to the
appointment of a receiver for all or substantially all of its assets, or makes a general
assignment for the benefit of its creditors, then Tenant shall be in default under this Lease
and, to the extent from time to time permitted by applicable law, including but not limited to
the Federal Bankruptcy Code, Landlord shall be entitled to exercise all remedies set forth in
Section 21.01. In a reorganization under Chapter 11 of the Federal Bankruptcy Code, the
debtor or trustee must assume this Lease or assign it within sixty (60) days from the filing
of the proceeding, or he shall be deemed to have rejected and terminated this Lease. Tenant
acknowledges that its selection to be the tenant hereunder was premised in material part on
Landlord’s determination of Tenant’s creditworthiness and the character of its occupancy and
use of the Premises would be compatible with the nature of the Premises and other adjacent
properties and tenants of Landlord. Therefore, if Tenant, as debtor, or its trustee
elects to assume this Lease, in addition to complying with all other requirements for
assumption under the Federal Bankruptcy Code, then Tenant, as debtor, or its trustee or
assignee, as the case may be, must also provide the adequate assurance of future performance,
including but not limited to a deposit, the amount of which shall be reasonably determined
based on the duration of time remaining in the Term, the physical condition of the Premises at
the time the proceeding was filed, and such damages as may be reasonably anticipated after
reinstatement of the Lease.
	 
	21.03	 	Re-Leasing of Premises: In the event of declaration of forfeiture at or after the
time of re-entry, and after all required notice and cure periods have expired without a cure
or commencement of a cure, Landlord may re-lease the Premises or any portion(s) of the
Premises for a term or terms and at a rent which may be less than or exceed the balance of the
term of and the rent reserved under this Lease. In such event Tenant will pay Landlord as
liquidated damages for




14









 












	 	 	Tenant’s default any deficiency between the total rent reserved and the net amount, if any,
of the rents collected on account of the lease or leases of the Premises which otherwise
would have constituted the balance of the term of this Lease. In computing such liquidated
damages, there will be added to the deficiency reasonable expenses which Landlord may incur
in connection with re-leasing, such as legal expenses, reasonable attorneys’ fees, brokerage
fees and expenses, advertising and for keeping the Premises in good order or for preparing
the Premises for re-leasing. Any such liquidated damages will be paid in monthly
installments by Tenant on the Rent Day and any such suit brought to collect the deficiency
for any month will not prejudice Landlord’s right to collect the deficiency for any
subsequent month by a similar proceeding. In lieu of the foregoing computation of
liquidated damages, Landlord may elect, at its sole option, to receive liquidated damages in
one payment equal to any deficiency between the total rent reserved hereunder and the fair
and reasonable rental of the Premises, both discounted at five percent (5%) per annum to
present value at the time of declaration of forfeiture.
	 
	21.04	 	Failure to Re-Lease Premises: Whether or not forfeiture has been declared,
Landlord will attempt to re-lease the Premises, however, Landlord will not be
responsible in any way for failure to re-lease the Premises, or in the event that the Premises
are re-leased, for failure to collect the rent under such re-leasing. The failure of Landlord
to re-lease all or any part of the Premises will not release or affect Tenant’s liability for
rent or damages.
	 
	21.05	 	Mitigation of Damages. Notwithstanding anything contained herein to the contrary,
Landlord shall only recover once for its damages as provided herein. Landlord shall exercise
its rights and remedies in a commercially reasonable manner so as to mitigate its damages. If
Landlord recovers a money judgment against Tenant for Tenant’s default of its obligations
hereunder or otherwise, the judgment shall be limited to Landlord’s actual direct, but not
consequential damages or lost profits.





SECTION 22

Surrender of Premises on Termination





	22.01	 	Condition of Premises Upon Termination: At the expiration (or earlier termination)
of the Term, Tenant will surrender the Premises broom clean and in as good condition and
repair as they were at the time Tenant took possession, reasonable wear and tear excepted, and
promptly upon surrender will deliver all keys and building security cards for the Premises to
Landlord at the place then fixed for payment of rent. All reasonable costs and expenses
incurred by Landlord in connection with repairing or restoring the Premises to the condition
called for herein, together with the costs, if any, of removing from the Premises any property
of Tenant left therein shall be invoiced to Tenant and shall be payable as additional rental
within thirty (30) days of the date of such invoice.




15









 












	22.02	 	Storage of Tenant’s Property: If Tenant fails to remove all its property (or
property of others in its possession) from the Premises on termination of this Lease (for any
cause), Landlord at its option may remove the property in any manner that it chooses and may
store the property without liability to Tenant for loss, whether based on contract, tort or
otherwise. Tenant agrees to pay Landlord on demand any and all expenses incurred in such
removal, including court costs, reasonable attorneys’ fees and storage charges on the property
for any length of time it is in Landlord’s possession. Tenant will indemnify and hold
Landlord harmless from any claim by third parties with respect to property owned or claimed by
them, left in the Premises by Tenant, and removed by Landlord pursuant to this paragraph.
Under no circumstances will Landlord be obligated to retain any property left on the Premises
or in Landlord’s possession longer than two (2) months after termination of this Lease (for
any cause) and Landlord may after two (2) months dispose of the property in any manner it
deems appropriate, including public or private sale or by destruction, discard or
abandonment and the proceeds of any such sale will be applied against any sums due Landlord
under this Lease.





SECTION 23

Performance by Landlord of the Covenants of Tenant





	23.01	 	Tenant’s Failure to Perform: If Tenant fails to pay any sum of money, other than
rental, required to be paid hereunder or fails to perform any act on its part to be performed
hereunder and such failure shall continue for a period of thirty (30) days after written
notice from Landlord (or a reasonable period of less than thirty (30) days when life, person
or property is in jeopardy), Landlord may (but shall not be required to) after all required
notice and cure time periods have expired without a cure or commencement of a cure, and
without waiving or releasing Tenant from any of Tenant’s obligations, make any such payment or
perform any such other act. All sums paid by Landlord and all reasonable incidental costs,
including without limitation the cost of repair, maintenance or restoration of the Premises if
so performed by Landlord hereunder, shall be deemed additional rental and, together with
interest thereon at the rate set forth in Section 5.02 from the date of payment by Landlord
until the date of repayment by Tenant to Landlord, shall be payable to Landlord within thirty
(30) days after receipt of invoice by Tenant. Notwithstanding the foregoing, if any such
failure cannot reasonably be remedied within thirty (30) days after notice of such failure,
then Tenant shall have such additional time (not to exceed an additional thirty (30) days) as
shall be reasonably necessary to remedy such failure (so long as Tenant continues to use due
diligence) before Landlord can perform obligations On default in such payment, Landlord shall
have the same remedies as on default in payment of rent. The rights and remedies granted to
Landlord under this Section 23 shall be in addition to and not in lieu of all other remedies,
if any, available to Landlord under this Lease or otherwise, and nothing herein contained
shall be




16









 












	 	 	construed to limit such other remedies of Landlord with respect to any matters covered
herein.





SECTION 24

Subordination; Estoppel Certificates





	24.01	 	Subordination: Tenant agrees, that at Landlord’s option, this Lease may be either
subordinate or paramount to any construction loans, mortgages, trust deeds and ground or
underlying leases now or hereafter affecting the Premises and to any and all advances to be
made thereunder, and to the interest and charge thereon, and all renewals, replacements and
extensions thereon, provided the mortgagee, lessor or trustee named in any such mortgages,
trust deeds or leases agrees to recognize the lease of Tenant in the event of foreclosure or
other enforcement of such instruments (and, if requested by Tenant, shall enter into a
commercially reasonable non-disturbance agreement with Tenant) if Tenant is not in default.
This section shall be self-operative and no further instrument shall be required. However,
Tenant will execute promptly any instrument or certificate that Landlord may reasonably
request to confirm such subordination or superior status, subject to Tenant’s receipt of a
non-disturbance agreement, if so requested.





SECTION 25

Substitute Space





	25.01	 	Substitute Space: Intentionally deleted.





SECTION 26

Quiet Enjoyment





	26.01	 	Quiet Enjoyment: Landlord agrees that at all times when Tenant is not in default
under the provisions and during the Term of this Lease, Tenant’s quiet and peaceable enjoyment
of the Premises will not be disturbed or interfered with by Landlord or any person claiming
by, through, or under Landlord.





SECTION 27

Holding Over





	27.01	 	Holding Over: If Tenant remains in possession of the Premises after expiration of
this Lease without executing a new lease, it will be deemed to be occupying the Premises as a
tenant from month-to-month (regardless of whether rent is reserved annually or monthly
hereunder), subject to all the provisions of this Lease to the extent that they can be
applicable to a month-to-month tenancy,




17









 












	 	 	except that the minimum rental for each month will be one hundred twenty percent (120%) of
the Base Monthly Rental.





SECTION 28

Remedies Not Exclusive; Waiver





	28.01	 	Remedies: Each and every of the rights, remedies and benefits provided by this
Lease are cumulative and are not exclusive of any other of said rights, remedies and benefits,
or of any other rights, remedies and benefits allowed by law.
	 
	28.02	 	Waiver of Covenant: One or more waivers of any covenant or condition by Landlord
will not be construed as a waiver of a further or subsequent breach of the same covenant or
condition, and the consent or approval by Landlord to or of any act by Tenant requiring
Landlord’s consent or approval will not be deemed to waive or render unnecessary Landlord’s
consent to or approval of any subsequent similar act by Tenant.





SECTION 29

Waiver of Subrogation





	29.01	 	Waiver of Subrogation: Landlord and Tenant shall obtain permission from each
insurer to, and to the extent so permitted, hereby waive any and all right of recovery against
each other for any loss or damage caused by fire or any of the risks covered by standard fire
and extended coverage, vandalism and malicious mischief insurance policies.





SECTION 30

Indemnification





	30.01	 	Indemnification by Tenant: Tenant at its expense will defend, indemnify and save
Landlord and its licensees, servants, agents, employees and contractors, harmless from any
claim or condition of the Premises, the use or misuse thereof by Tenant or any other person,
the acts or omissions of Tenant, its clients, customers, invitees, licensees, servants,
agents, employees or contractors, the failure of Tenant to comply with any provision of this
Lease, or any other event occurring on the Premises, whatever the cause; provided, however,
that nothing herein shall be construed to require Tenant to indemnify Landlord or its
licensees, servants, agents, employees, and contractors against Landlord’s or its licensees’,
servants’, agents’, employees’ and contractors’ own acts, omissions or neglect.
	 
	30.02	 	Indemnification by Landlord: Landlord at its expense will defend, indemnify and
save Landlord and its licensees, servants, agents, employees and




18









 












	 	 	contractors, harmless from any claim or condition of the Premises, the use or misuse thereof
by Tenant or any other person, the acts or omissions of Tenant, its clients, customers,
invitees, licensees, servants, agents, employees or contractors, the failure of Landlord to
comply with any provision of this Lease, or any other event occurring in the Building or
Common Areas, whatever the cause; provided, however, that nothing herein shall be construed
to require Landlord to indemnify Tenant or its licensees, servants, agents, employees, and
contractors against Tenant’s or its licensees’, servants’, agents’, employees’ and
contractors’ own acts, omissions or neglect.





SECTION 31

Assignment by Landlord





	31.01	 	Assignment by Landlord: The term “Landlord” as used in this Lease so far as
covenants, agreements, stipulations or obligations on the part of the Landlord are
concerned is limited to mean and include only the owner or owners of fee title (or of a ground
leasehold interest or land contract vendee’s interest) to the Premises at the time in
question, and in the event of any transfer or transfers of the title to such fee the Landlord
herein named (and in case of any subsequent transfers or conveyances the then grantor) will
automatically be freed and relieved from and after the date of such transfer or conveyance of
all liability for the performance of any covenants or obligations on the part of the Landlord
contained in this Lease thereafter to be performed.
	 
	31.02	 	Landlord’s Default: If Landlord fails to perform any provision of this Lease upon
Landlord’s part to be performed, and if as a consequence of such default Tenant recovers a
money judgment against Landlord, such judgment may be satisfied only out of the proceeds of
sale received upon execution of such judgment and levied thereon against the right, title and
interest of Landlord in the Premises and out of rents or other income from such property
receivable by Landlord and Landlord shall not be personally liable for any deficiency.





SECTION 32

Security Deposit





	32.01	 	Security Deposit: Landlord hereby acknowledges the receipt of the Security Deposit,
if any. If Tenant defaults in any of the provisions of this Lease, Landlord may use, apply or
retain all or any part of the Security Deposit for the payment of rents and/or other charges
which are the obligation of Tenant under this Lease in default or for any other sum which
Landlord may expend by reasons of Tenant’s default, including any damages or deficiency in the
releasing of the Premises. If Tenant fully complies with all the provisions of this Lease,
the Security Deposit, or balance thereof, will be returned to Tenant without interest after
(i) the termination of this Lease, (ii) the removal of Tenant, and (iii) the surrender of




19









 












	 	 	possession of the Premises to Landlord. Unless Landlord is shown evidence satisfactory to
it that the right to receive the Security Deposit has been assigned, Landlord may return the
Security Deposit to the original Tenant regardless of one or more assignments of the Lease
itself.





SECTION 33

Hazardous Materials





	33.01	 	No Hazardous Materials: Tenant warrants and represents that the Premises will not
be used by Tenant, or anyone acting by or through Tenant to dispose of, refine, generate,
manufacture, produce, store, handle, treat, transfer, release, process or transport any
Hazardous Materials in violation of any applicable laws, rules or regulations.
	 
	33.02	 	Use of Premises: Tenant shall not cause or permit the Premises to be used to
generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer,
produce or process Hazardous Materials in violation of any applicable laws, rules or
regulations, nor shall Tenant cause or permit, as a result of any intentional or unintentional
act or omission on the part of Tenant, a release of Hazardous Materials onto the Premises.
Tenant agrees to promptly deliver to the Landlord copies of all notices received by Tenant
from any federal, state or local authority regarding environmental problems affecting the
Premises. The provisions hereof shall be in addition to any and all other obligations and
liabilities Tenant may have to the Landlord in common law and shall survive termination of
this Lease and the satisfaction of all other obligations of Tenant hereunder.
	 
	33.03	 	Presence of Hazardous Materials/Indemnity: If Hazardous Materials are present on or
under the Premises as a result of the acts or omissions of Tenant, Tenant shall: (1) conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and
other actions necessary to clean up and remove all Hazardous Materials on, under, from or
affecting the Premises in accordance with all applicable Environmental Law; (ii) defend,
indemnify and hold harmless Landlord, its employees, agents, officers and directors from and
against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of
or in any way related to: (A) the presence, disposal, release or threatened release of any
Hazardous Materials on, over, under, from or affecting the Premises or the soil, water,
vegetation, buildings, personal property, persons or animals thereon; (B) any personal injury
(including wrongful death) or property damage (real or personal) arising out of or related to
such Hazardous Materials; (C) any lawsuit brought or threatened, settlement reached or
government order relating to such Hazardous Materials; or (D) any violation of laws, orders,
regulations, requirements or demands of government authorities, or any policies or
requirements of Landlord, which are based upon or in any way
related to such Hazardous Materials, including, without limitation, reasonable




20









 












	 	 	attorney’s and consultant’s fees, investigation and laboratory fees, court costs and litigation
expenses. In no event shall Tenant have any liability for: (i) any act of negligence of
the Landlord or its successors or assigns, (ii) conditions not in existence on the day
Landlord, its successors or assigns, takes possession of the Premises; (iii) conditions
caused by, aggravated or worsened by Landlord, or its successors, assigns or any third
party, after the date Landlord or its successors and assigns takes such possession; or (iv)
conditions caused or permitted by Landlord, any previous or current tenant of the Building,
any previous owner or previous owners’ tenants, or anyone other than Tenant its affiliates,
agents, contractors, vendors or invitees. In any event, provided enforcement is stayed,
there shall be no liability with respect to a Hazardous Materials “clean up” until Tenant’s
rights to appeal any governmental order (state or federal) relating to a “clean up” shall
have been exhausted, waived, or terminated.





SECTION 34

Movement of Tenant’s Property





	34.01	 	Moving Tenant’s Property: All activities of Tenant in connection with (a) Tenant’s
move into the Premises at the commencement of this Lease, (b) the movement of equipment,
furniture or other bulky items into, out of or within the Premises during the Term, or (c)
Tenant’s move out of the Premises at any time (whether or not on the termination of this
Lease) will be subject to the following:






	 	A.	 	Designated Access: All furniture, equipment and all other items of
personal property being moved or transferred will enter and leave the
Building solely through and by way of such area or entrance as may be
designated from time to time by Landlord for such purposes;
	 
	 	B.	 	Tenant Responsible: Tenant will be responsible for the active
supervision (on-site) of all workmen and others performing the move, and
will indemnify and hold harmless Landlord against and from all liability
for damage to property (whether belonging to Landlord, other tenants or
any other person) and injuries to persons in connection with the move
and the actions, or failure to act, of or by those performing the move;
provided, however, that nothing herein shall be construed to require Tenant to
indemnify Landlord or its licensees, servants, agents, employees, and contractors
against Landlord’s or its licensees’, servants’, agents’, employees’ and contractors’
own acts, omissions or neglect.
	 
	 	C.	 	Damage: Tenant will be responsible for any damage to the Building, the
Common Areas, the Premises, or the premises and property of other tenants, caused by or
incurred in connection with the move or the activities connected therewith. Landlord
will perform such inspection(s) as Landlord in its sole discretion determines to be appropriate, and will invoice Tenant for the 




21









 












	 	 	 	reasonable costs
of repair of all such damage or the replacement, if necessary, of damaged items. All
determinations of the extent of damage and the costs of repair or replacement will be
made by Landlord in the exercise of its reasonable, good faith discretion. The invoiced
sums will constitute amounts included within and payable under Section 9, above.





SECTION 35

Non-Terminability, Compliance With Laws, Costs, Severability





	35.01	 	Intentionally deleted.





SECTION 36

Entire Agreement





	36.01	 	Entire Agreement: This Lease and the Riders attached hereto which are hereby
incorporated herein and form a part hereof, set forth all of the covenants, agreements,
stipulations, promises, conditions and understandings between Landlord and Tenant concerning
the Premises and there are no covenants, agreements, stipulations, promises, conditions or
understandings, either oral or written, between them concerning the Premises other than herein
set forth.





SECTION 37

Recording





	37.01	 	Recording: This Lease shall not be recorded by Tenant nor shall Tenant file or
record a memorandum of lease or affidavit of claim with respect to this Lease or the Premises.
At Landlord’s option, Landlord may record this Lease. Upon Landlord’s request, Tenant shall
execute and deliver to Landlord a memorandum of lease or affidavit of claim for recording by
Landlord.





SECTION 38

General





	38.01	 	General Terms: Many references in this Lease to persons, entities and items have
been generalized for ease of reading. Therefore, reference to a single person, entity or item
will also mean more than one person, entity or thing whenever such usage is appropriate.
Similarly, pronouns of any gender should be considered interchangeable with pronouns of other
genders.
	 
	38.02	 	Joint and Several: In the event more than one party signs this Lease as Tenant such
parties shall be both jointly and severally liable for payment of amounts due hereunder and performance of the terms and conditions hereof. This Lease may 




22









 












	 	 	be enforced by Landlord against any of such parties at Landlord’s sole discretion. Each Tenant consents to
the in personam jurisdiction of the Michigan Courts located in Washtenaw County, Michigan
and the United States Federal Court for the Eastern District of Michigan.
	 
	38.03	 	Captions: Captions to sections and paragraphs are provided solely for the sake of
convenience and shall have no substantive effect whatsoever.
	 
	38.04	 	Amendments: This lease can be modified or amended only by a written agreement
signed by Landlord and Tenant.
	 
	38.05	 	Binding Lease: All provisions of this Lease are and will be binding on the heirs,
executors, administrators, personal representatives, successors and assigns of Landlord and
Tenant.
	 
	38.06	 	Governing Law: The laws of the State of Michigan will control in the construction
and enforcement of this Lease.
	 
	38.07	 	Signage: Landlord shall, at its sole cost and expense, provide building standard
signage identifying Tenant and the Premises.
	 
	38.08	 	Brokers: Each party represents and warrants that they have not dealt with any
person who would be entitled to broker’s fees or commissions in connection with the
transactions contemplated by this Lease. Each party shall indemnify and hold the other party
harmless from any and all claims for broker’s fees or commissions payable as a result of such
party’s actions.
	 
	38.09	 	Unavoidable Delays: If either party shall be prevented or delayed from punctually
performing any obligation or satisfying any condition under this Lease by any strike, lockout,
labor dispute, inability to obtain labor or materials or reasonable substitutes therefor, Act
of God, governmental restriction, regulation or control, enemy or hostile governmental action,
civil commotion, insurrection, sabotage, fire or other casualty, or any other condition beyond
the reasonable control of such party, then the time to perform such obligation or satisfy such
condition shall be extended by the delay caused by such event. If either party shall, as a
result of any such event, be unable to exercise any right or option within any time limit
provided therefor in this Lease, such time limit shall be deemed extended for a period equal
to the duration of the delay caused by such event.





[END OF TEXT; SIGNATURES FOLLOW ON NEXT PAGE]




23









 







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




	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	LANDLORD:	 	 
	 	 	 	 	DOMINO’S FARMS OFFICE PARK, L.L.C.	 	 
	 	 	 	 	(a Michigan limited liability company)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Margaret Parkinson	 	 	 	By:	 	/s/ Paul R. Roney	 	 
	 

	 	 	 	 	 	Its:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	TENANT:	 	 
	 	 	 	 	AASTROM BIOSCIENCES, INC.	 	 
	 	 	 	 	(a Michigan Corporation)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Margaret Parkinson	 	 	 	By:	 	/s/ Gerald D. Brennan, Jr.	 	 
	 

	 	 	 	 	 	Its:
	 	VP, Administrative & Financial
Operations and CFO	 	 






24









 






RIDER A

Location of Premises



The office is located in the building commonly known as Domino’s Farms Prairie House located at 24
Frank Lloyd Wright Drive, Lobby K, Ann Arbor, Michigan 48106.




25









 








RIDER B

Rules and Regulations




     The Landlord, or the Agent of the Landlord, as the case may be, reserves the right to make
such other further and reasonable rules and regulations as in its judgment may from time to time be
necessary or desirable for the safety and preservation of good order and prestige therein.



     Wherever the word “Tenant” occurs, it is understood and agreed that it shall mean Tenant’s
employees, agents, clerks, servants and visitors. Wherever the word “Landlord” occurs, it is
understood and agreed that it shall mean Landlord’s assigns, agents, clerks, servants and visitors.




	1.	 	No sign, picture, lettering, notice or advertisement of any kind shall be painted,
taped or displayed on or from the windows, doors, roof or outside wall of the
premises. Landlord shall have the right to approve all signs, exhibits and displays to be
made by Tenant in and from common areas of the building. All of Tenant’s interior sign
painting or lettering shall be approved by Landlord and the cost thereof shall be paid by
Tenant.
	 
	2.	 	No electric or other wires for any purpose shall be brought into the premises without
Landlord’s written permission specifying the manner in which same may be done. This shall
prohibit use of hot plates (cooking) and only approved electric percolators or coffee makers
shall be permitted. No boring, cutting or stringing of wire shall be done without Landlord’s
prior written consent. Tenant shall not disturb or in any way interfere with the electric
light fixtures, and all work upon or alterations to the same shall be done by persons
authorized by Landlord.
	 
	3.	 	Water closets and other toilet fixtures shall not be used for any purpose other than that for
which the same is intended, and any damage resulting to same from Tenant’s misuse shall be
paid for by Tenant. No person shall waste water by interfering or tampering with the faucets
or otherwise.
	 
	4.	 	No person shall disturb the occupants of this or adjoining buildings or premises by the use
of radios, television sets, loud speakers, or musical instruments, or by making loud or
disturbing noises.
	 
	5.	 	No bicycle or other vehicle and no pets shall be allowed in offices, hall, corridors or
elsewhere in the building.
	 
	6.	 	No floor load exceeding an average rate of 60 pounds of live load per square foot of floor
area can be allowed. Tenant’s business machines and mechanical equipment which cause
vibration or noise that may be transmitted to the building structure or to any other leased
space in the building shall be placed and




26









 












	 	 	maintained by Tenant in settings of cork, rubber, spring or other types of vibration
eliminators sufficient to eliminate such vibration or noise.
	 
	7.	 	Any safe, vault, heavy equipment, furniture, or machinery moved in or out of the
premises shall be moved in such manner and at such times as Landlord shall in each instance
approve.
	 
	8.	 	No additional lock or locks shall be placed on any door in the building without
Landlord’s prior written consent. Upon the termination of this Lease, the Tenant
shall surrender to Landlord all keys and card access to the premises. A twenty-five dollar
fine will be imposed for each key or card access not returned to Landlord.
	 
	9.	 	Tenant shall not install or operate any steam or gas engine or boiler, or carry on any
mechanical business on said premises, or use oil burning fluids or gasoline for heating or
lighting or for any other purpose. No article deemed extra hazardous on account of fire or
other dangerous properties, or any explosive, shall be brought into said premises.
	 
	10.	 	The premises shall not be used for lodging or sleeping, or for any immoral or illegal
purposes.
	 
	11.	 	Any newspaper, magazine or other advertising done from the said premises or
referring to the said premises, Domino’s Farms or Prairie House, which in the opinion
of the Landlord is objectionable, shall be immediately discontinued upon notice from
the Landlord.
	 
	12.	 	The sidewalk, entry, passage hall and stairway shall not be obstructed or used for any
purpose other than those of ingress and egress without the express written consent of the
Landlord.
	 
	13.	 	All deliveries to the premises shall be through the loading docks, and at no time shall
delivery companies block the parking lots, fire lanes or facility entrances with delivery
vehicles.
	 
	14.	 	Window coverings other than those which may be provided by Landlord, either inside or outside
of the windows, may only be installed with the Landlord’s prior written consent, and must be
furnished, installed and maintained at the expense of the Tenant and at Tenant’s risk, and
must be of such shape, color, material, quality and design as may be prescribed by the
Landlord. Tenant shall exercise reasonable care in placing furniture, equipment, etc. in such
a position as to not obstruct the windows.
	 
	15.	 	Tenant will exercise reasonable discretion with regard to thermostat settings within the
tenant space. Acceptable temperatures for heating will not exceed 72 degrees or fall below 68
degrees for cooling.




27









 












	16.	 	Tenant will be responsible for vending service located within the tenant premises. Landlord
will designate approved vending contractors within the building. Tenant will coordinate
vending installation with Landlord.
	 
	17.	 	Domino’s Farms is a smoke free campus; smoking of cigars, pipes and cigarettes are not
allowed inside the facility, near any entrances to the building, in the parking lots or on the
property.
	 
	18.	 	Subject to the terms of the Lease between Tenant and Landlord, Landlord will provide normal
heating, ventilation and air conditioning as reasonably required by prevailing weather
conditions to the leased premises on the following days (except legal holidays):





	 	 	 
	Monday — Friday

	 	8:00 AM to 8:00 PM
	Saturday

	 	8:00 AM to 2:00 PM







	 	 	Should the Tenant require occasional HVAC operation outside the hours stated above, such
operation will be available at a cost of $25.00 per hour.
	 
	19.	 	Periodic fire drills and emergency evacuation drills (to include severe weather) will be
conducted by the building Security Department. Tenant participation is mandatory.




28









 











RIDER C

Work Agreement



This Work Agreement is attached to and made a part of the Lease by and between Domino’s Farms
Office Park LLC (“Landlord”) and Aastrom Biosciences, Inc. (“Tenant”) for space in the building
located at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan.



The Work Agreement shall set forth the obligations of Landlord and Tenant with respect to the
improvements to be performed in the Premises for Tenant’s use. All improvements described in this
Work Agreement are hereinafter referred to as the “Leasehold Improvements.”



All changes and improvements to the Premises will be made in accordance with plans and
specifications which will be provided to and approved by Landlord, subject to the Interior
Specifications for Tenant Improvements Manual for this facility. Landlord will not unreasonably
withhold consent for Tenant to make improvements so long as the Leasehold Improvements are
consistent and compatible with materials and colors of the existing building. The Landlord shall
serve as the General Contractor for said Leasehold Improvements, and will not charge Tenant a fee
for said services. The Landlord shall be responsible for obtaining any and all applicable permits,
and to insure that all work is paid for in full, and that Landlord’s interest in the property will
be kept free from any liens.



For the Level 1 Mechanical and Storage Rooms, the Tenant will accept the space in “As-is” condition
and configuration.



For the Level 2 suite, the Landlord will contribute up to $35 per usable square foot (maximum of
$1,040,725) to the cost of the construction and improvements to the Premises.



As of the date of execution of this Lease, a detailed space plan for the Premises is being prepared
for the Tenant by Ann Arbor Architects Collaborative (A3C). Working drawings and specifications
(the “Plans”) are being developed and finalized, and all costs for same will be considered part of
the Leasehold Improvements and shall be paid from the Landlord’s Allowance. The cost for said
architectural services will be documented with actual invoices upon receipt and payment by the
Landlord. The balance of the Landlord’s Allowance will be applied to invoices for work related to
the Leasehold Improvements. The cost of the Leasehold Improvements which exceeds the Landlord’s
Allowance will be the responsibility of the Tenant.



The Landlord is willing to finance up to 67% of the Tenant portion of the construction costs, not
to exceed $900,000, over a 4 year period of time at a seven (7) percent interest rate. This offer
is predicated upon a total construction budget of approximately $2.4 million. After the project
is complete and all invoices have been received and




29









 







compiled, the Landlord’s contribution will be subtracted from the final cost. The remainder, which
will be the Tenant’s portion, will then be divided. The portion that the Landlord is willing to
finance will be amortized and divided over a 48 month payment plan. The monthly amount shall be
due and payable with the rent payments. The balance of the costs will be due and payable by the
Tenant in a lump sum within 30 days of receipt of an invoice for same.



In the event the cost of the Tenant Improvements does not reach or exceed the stated contribution
provided by the Landlord, Tenant shall have no claim to the unallocated funds.



Landlord shall, promptly after approval of the Plans, submit to Tenant a detailed written statement
of the cost of the Leasehold Improvements (the “Estimated Budget”). If the cost of the Leasehold
Improvements set forth in the Estimated Budget is equal to or less than the Landlord’s Allowance,
Landlord shall promptly commence the performance of the Leasehold Improvements. If the cost of the
Leasehold Improvements set forth in the Estimated Budget is more than Landlord’s Allowance, then at
Tenant’s election, to be made by giving written notice to Landlord within seven (7) days after
Tenant’s receipt of the Estimated Budget, either (a) Landlord shall promptly commence performing
the Leasehold Improvements as reflected in the Plans or (b) the Plans shall be revised as
reasonably requested by Tenant so that the cost of the Leasehold Improvements will be acceptable to
Tenant and Landlord shall, after approval of such Tenant, issue a revised Estimated Budget
satisfactory to Tenant. If the revised Estimated Budget still exceeds Landlord’s Allowance, Tenant
may either make further modifications to the Plans or elect to pay any overage by giving written
notice of such election to Landlord within seven (7) days after receipt of the revised Estimated
Budget.



Landlord shall construct the Leasehold Improvements (i) in an expeditious manner, (ii) in
accordance with all applicable laws, including but not limited to the Americans with Disabilities
Act, and the Working Drawings, as the same may be revised from time to time with the approval of
Landlord and Tenant, and the plans and specifications for the Additional Work, if any, approved by
Landlord and Tenant (the “Additional Work Drawings”), (iii) in a good and workmanlike manner, and
(iv) using new materials unless otherwise specified in the Working Drawings or Additional Work
Drawings. Landlord shall, at its sole cost, correct any defects in workmanship or materials in the
Leasehold Improvements which appear within one (1) year after the Commencement Date. Landlord
covenants and agrees that on the Commencement Date, the HVAC, electrical, plumbing, sprinkler and
other utility systems serving the Premises will be in good working order and the Premises shall be
in compliance with all applicable laws and covenants, conditions and restrictions of record.



Landlord shall give Tenant notice not less than thirty (30) days prior to the anticipated date of
Substantial Completion (as defined in the Lease Summary). In addition, Landlord shall grant to
Tenant a license to have access to the Premises and, as reasonably necessary, the Building at least
two (2) weeks prior to the date designated
in the Lease for the commencement of the term of the Lease to allow Tenant to do other




30









 







work required by Tenant to make the Premises ready for Tenant’s use and occupancy (the “Tenant’s
Pre-Occupancy Work”), including but not limited to installing furniture, fixtures and telephone
and data equipment and cabling. In no event shall such access to the Premises or the performance
of Tenant’s Pre-Occupancy Work or any other provision of this Paragraph 8 constitute occupancy of
the Premises by Tenant for purposes of determining when the Work shall be deemed to be
“substantially completed” or determining when the Commencement Date has occurred. It shall be a
condition to the grant by Landlord and continued effectiveness of such license that:




          (i) Tenant shall give to Landlord written notice that it will access the Premises for such
purposes not less than five (5) days prior to the date on which such access will commence, which
written notice shall contain or shall be accompanied by each of the following items, all in form
and substance reasonably acceptable to Landlord: (a) a detailed description of and schedule for
Tenant’s Pre-Occupancy Work; (b) the names and addresses of all contractors, subcontractors and
material suppliers and all other representatives of Tenant who or which will be entering the
Premises on behalf of Tenant to perform Tenant’s Pre-Occupancy Work or will be supplying materials
for such work, and the approximate number of individuals, itemized by trade, who will be present in
the Premises; (c) copies of all plans and specifications pertaining to Tenant’s Pre-Occupancy Work;
(d) copies of all licenses and permits, if any, in connection with the performance of Tenant’s
Pre-Occupancy Work; and (e) certificates of insurance (in amounts reasonably satisfactory to
Landlord and with the parties identified in, or required by, the Lease named as additional
insureds).




          (ii) Such pre-term access by Tenant and its representatives shall be subject to reasonable
scheduling by Landlord provided that such scheduling shall not prohibit access during normal
business hours.




          (iii) Tenant’s employees, agents, contractors, workmen, mechanics, suppliers and invitees
shall work in harmony and not interfere with Landlord or Landlord’s agents in constructing the
Leasehold Improvements, Landlord’s work in other premises and in common areas of the Building, or
the general operation of the Building. If at any time any such person representing Tenant shall
cause or threaten to cause such disharmony or interference, including labor disharmony, and Tenant
fails to immediately institute and maintain such corrective actions as directed by Landlord, then
Landlord may withdraw such license upon twenty-four (24) hours’ prior written notice to Tenant.




          (iv) Any such entry into and occupancy of the Premises by Tenant or any person or entity
working for or on behalf of Tenant shall be deemed to be subject to all of the terms, covenants,
conditions and provisions of the Lease and excluding only the covenant to pay Rent. Landlord shall
not be liable for any injury, loss or damage which may occur to any of Tenant’s Pre-Occupancy Work
made in or about the Premises or to property placed therein prior to the commencement of the term
of the Lease, the same being at Tenant’s sole risk and liability, except any injury, loss or damage
arising out of the gross negligence or willful misconduct of Landlord or any of its agents,
contractors or employees.




31









 








RIDER D

Additional Provisions



The following Additional Provisions are attached to and made a part of the Lease by and between
Domino’s Farms Office Park LLC (“Landlord”) and Aastrom Biosciences, Inc. (“Tenant”) for space
in the building located at 24 Frank Lloyd Wright Drive, Ann Arbor, Michigan.




Confidentiality Agreement:



Tenant agrees that Tenant will maintain the confidentiality of, and not disclose to third persons
or parties, any of the details relating to this Lease except to such other persons or entities to
whom Tenant would disclose such information in the ordinary course of its business.




Right of First Refusal:



So long as Tenant is not in default under the terms of this Lease beyond the applicable cure period
at the time, Tenant is hereby granted a right of first refusal to lease the approximate 12,500
usable square feet of space immediately north of and adjacent to the Premises (the “Expansion
Space”). Landlord shall give Tenant notice that it has received a bona fide offer to lease the
Expansion Space, and Tenant shall then have five (5) business days from its notice of the intent to
lease the space to respond and provide Landlord with written notice of its election to lease the
Expansion Space on the same terms and conditions set forth in this Lease. Notwithstanding the
foregoing, the following terms and conditions shall apply to Tenant’s lease of the Expansion Space:





	(i)	 	The term of the lease of the Expansion Space shall commence on the date Landlord delivers
possession of the Expansion Space to Tenant with any required work thereto substantially
completed, and shall be co-terminus with the balance of the Term, and, if applicable, the
Option Periods.
	 
	(ii)	 	Tenant’s Rent shall be proportionately increased to reflect the rentable square footage of
the Expansion Space at the same rate currently in effect for the Premises.




Except as otherwise set forth above, all of the terms and conditions of this Lease shall apply to
Tenant’s lease of the Expansion Space, and the parties agree to execute and deliver an Amendment to
this Lease reflecting the terms and conditions of this Section within thirty (30) days after Tenant
election to lease the Expansion Space. If Tenant does not exercise its Right of First Refusal with
respect to the Expansion Space within the time period required, landlord may lease the Expansion
Space to the prospective tenant. If leasing of the Expansion Space is not consummated within six
(6) months after Tenant’s election not to exercise its Right of First Refusal, a subsequent lease
of the Expansion space shall be subject to Tenant’s Right of First Refusal as set forth above.





32











 





RIDER E




HAZARDOUS MATERIALS




HAZARDOUS MATERIALS / TENANT OBLIGATIONS





	A.	 	Definitions. As used in this Section, “Environmental Law” and “Hazardous
Materials” shall have the following meanings:






	 	1.	 	“Environmental Law” means any applicable federal, state or
local
government law, rule, ordinance or regulation in effect from time to
time relating to the environment, pollution, toxic substances,
Hazardous Materials or solid and /or toxic waste disposal, including,
without limitation, the following statutes and the regulations
promulgated thereunder:






	 	(a)	 	Michigan Solid Waste Management Act, MCLA Section 299.401
et seq.;
	 
	 	(b)	 	Michigan Hazardous Waste Management Act, MCLA Section
299.501 et seq.;
	 
	 	(c)	 	Federal Resource Conservation and Recovery Act of 1976;
	 
	 	(d)	 	Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980; and
	 
	 	(e)	 	Federal Superfund Amendments and Reauthorization Act of 1986.






	 	2.	 	“Hazardous Materials” means “Hazardous Waste” or “Hazardous
Substance” as those terms are currently defined in the Resource
Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation Liability Act of 1980 and the
Superfund Amendments and Reauthorization Act of 1986.






	B.	 	Use of Premises. Tenant shall not cause or permit the Premises to be used to
generate, manufacture, refine, transport, treat, store, handle, dispose of,
transfer, produce or process Hazardous Materials in violation of any
Environmental Law. At all times Tenant shall use and dispose of Hazardous
Materials in compliance with all applicable Environmental Law and all
requirements and guidelines of the United States Nuclear Regulatory
Commission. Tenant shall not cause or permit, as a result of any intentional
or unintentional act or omission on the part of Tenant, a release of Hazardous
Materials onto the Premises, the Building or any area comprising part of the
Domino’s Farms Office Park in violation of Environmental Law. Landlord and




34









 






	 	 	Tenant will promptly deliver to the other copies of all notices received from any federal,
state or local authority regarding environmental problems affecting the Premises. The
provisions hereof shall be in addition to any and all other obligations and liabilities
Tenant may have to the Landlord at law or in equity regarding Tenant’s violation of
Environmental Law and shall survive termination of this Lease and the satisfaction of all
other obligations of Tenant hereunder.






	C.	 	Presence of Hazardous Materials/Indemnity. If Hazardous Materials are present on or
under the Premises in amounts, concentrations or in a manner in violation of Environmental
Law by reason of the acts or omissions of Tenant or its agents, representatives, contractors,
officers, directors, employees, licensees or invitees, Tenant shall: (i) conduct and complete
all investigations, studies, sampling and testing, and all remedial, removal and other
actions necessary to clean up and remove all such Hazardous Materials on, under, from or
affecting the Premises in accordance with all applicable Environmental Law; (ii) defend,
indemnify and hold harmless Landlord, its employees, agents, officers and directors from and
against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses (including attorneys’ fees) of whatever kind or nature, known or unknown, contingent
or otherwise, arising out of or in any way related to: (A) the presence, disposal, release or
threatened release of any such Hazardous Materials on over, under, from or affecting the
Premises or the soil, water, vegetation, buildings, personal property, persons or animals on,
in over or under the Premises; (B) any personal injury (including wrongful death) or property
damage (real or personal) arising out of or related to such Hazardous Materials; (C) any
lawsuit brought or threatened, settlement reached or government order relating to such
Hazardous Material; and/or (D) any violations of laws, orders, regulations, requirements or
demands of government authorities, or any reasonable policies or requirements of Landlord
(and in the case Landlord’s requirements of which Tenant was provided prior written notice),
which are based upon or in any way related to such Hazardous Materials, including without
limitation, reasonable attorney’s and reasonable consultant’s fees, investigation and
laboratory fees, court costs and out-of-pocket litigation expenses. In no event shall Tenant
have any liability for: (i) conditions not in existence on the day Landlord, its successors
or assigns, takes possession of the Premises from Tenant, (ii) conditions existing prior to
the date Tenant takes possession of the Premises, or (iii) conditions aggravated or worsened
(but only to the extent so aggravated or worsened) by Landlord, or its successors, assigns or
any third party, after the date Landlord or its successors and assigns takes such possession
of the Premises. Landlord shall give Tenant prompt notice of any claim or information of
which Landlord has knowledge that is likely to give rise to a claim for defense, indemnity or
hold harmless under this Section, and shall permit Tenant’s involvement in the defense of any
such claim as reasonably requested by Tenant. Neither Landlord nor Tenant shall settle or pay
any third




 









 






	 	 	party claim with respect to any claim hereunder, except upon the written approval of both
Landlord and Tenant. The provisions hereof shall be in addition to any and all other
obligations and liabilities Tenant may have to the Landlord at law or in equity and shall
survive termination of this Lease and the satisfaction of all other obligations of Tenant
hereunder.






	D.	 	Right of Inspection. Landlord, its successors and assigns shall have the right
to inspect the Premises at any reasonable time and from time to time upon
not less than two (2) hours advance notice in order to determine whether
Hazardous Materials are being used in violation of Environmental Law and
whether Tenant is in full compliance with the terms of this Section, but
Landlord shall have no obligation to conduct such inspections. All such
inspections, including, without limitation, investigation, studies, sampling and
testing, shall be at Tenant’s expense if the Premises are not in compliance
with this Section otherwise they shall be at Landlord’s expense. Tenant is
authorized to install its own security system for access to the Premises using
so-called security card devices. Tenant shall immediately release any such
security system upon notice from Landlord’s security personnel that an
emergency exists requiring access to the Premises. Inspections by Landlord
under this paragraph shall not unreasonably interfere with the operation of
Tenant’s business and Landlord shall comply with Tenant’s Confidentiality
Requirements (as defined in Section 17.01 of this Lease) and Tenant’s
reasonable requests, provided, however, these provisions are subject to any
actions reasonably necessary to meet or ameliorate any emergency
threatening serious bodily injury or property damage.
	 
	E.	 	Effect on Insurance. Notwithstanding anything in this Section to the contrary,
Tenant shall not use or occupy or permit the Premises to be used or
occupied, nor do or permit anything to be done in or on the Premises, in a
manner which will in any way make void or voidable any insurance customary
for buildings or property similar to the Premises (containing terms and
conditions customary for insuring buildings or property similar to the
Premises) then in force with respect thereto, or which will make it
unreasonably difficult or impossible to obtain fire or other insurance
(containing terms and conditions customary for insuring buildings or property
similar to the Premises) carried by Landlord with respect to the property of
which the Premises is a part. If Tenant’s failure to comply with the provisions
of this Section causes any insurance premium to be higher than it would
otherwise be, Tenant shall reimburse Landlord, as additional rent, for that part
of all insurance premiums thereafter paid by Landlord which have been
changed because of Tenant’s failure.
	 
	F.	 	Reports. At reasonable intervals, and at least annually, Tenant shall provide
to Landlord, at Landlord’s request, a list of all Hazardous Materials at any
time used, stored, placed or brought onto the Premises since the date of the
last report furnished to Landlord with respect to Hazardous Materials. In




 









 






	 	 	addition, Tenant shall provide to Landlord such reasonable documentation as Landlord may
request to review the methods and procedures used by the Tenant in handling and
disposing of any Hazardous Materials. If Landlord determines in its reasonable judgment
that any Hazardous Material as it is being used by Tenant (taking into account the
nature of the Hazardous Material, the manner of its use and the quantities on the
Premises) presents an unreasonable hazard to, or unreasonably endangers the health,
safety or welfare of, the Building’s Tenants, or any of them, Tenant shall, as
appropriate, upon written notice from Landlord cease using any such Hazardous Material
on the Premises and immediately dispose of such Hazardous Material in compliance with
all Environmental Law or appropriately modify its use thereof so as to not render such
use unreasonably hazardous or dangerous. In the event that Tenant disputes Landlord’s
assessment or designation of any prohibited Hazardous Material, the matter shall be
referred to an Environmental Engineer for decision. The decision of such Environmental
Engineer shall be conclusive on the parties (except the extent that such decision is
overridden by any governmental authority enforcing any Environmental Law). The fees of
such Environmental Engineer shall be paid by the unsuccessful party and if both parties
are partially unsuccessful, the Environmental Engineer shall apportion such fees and
expenses between the parties, based on the degree of success of each party.





HAZARDOUS MATERIALS / LANDLORD OBLIGATION





	A.	 	Representations
	 
	 	 	In addition, Landlord represents, warrants and covenants to Tenant that:






	 	1.	 	Landlord has not, and, to Landlord’s knowledge no prior owner of the
Building, tenant or prior tenant, occupant or prior occupant of the Building has,
used or permitted the release of any Hazardous Materials on, from or affecting the
Premises in any manner which violates Environmental Law.
	 
	 	2.	 	Landlord has never received any summons, citation, directive, letter,
notice or other communication, written or oral, regarding any violation of
Environmental Law affecting the Premises, and there have been no actions commenced
to Landlord’s knowledge threatened by any party for noncompliance therewith.
	 
	 	3.	 	Any and all plumbing, sewer and disposal systems, and pipelines and
tanks, located upon or beneath or servicing the Premises will be maintained in
good and safe operating condition and repair and to Landlord’s knowledge are in
good and safe operating condition and repair.






	 	 	If it is determined during or following the termination or expiration of the Lease that
there is a violation of Environmental Law associated with the leased




 









 






	 	 	premises and the violation was not created by Tenant, its agents, representatives, contractors,
officers, directors, employees, licensees or invitees in violation of Environmental Law then
Landlord agrees to comply with all federal, state, and local laws, ordinances, rules, regulations,
and policies pertaining to such violation that are binding upon Landlord and to take whatever
safety precautions and measures are required or prescribed, at the Landlord’s expense. Landlord
also agrees to defend and indemnify Tenant and its affiliates and their respective agents,
representatives, contractors, officers, directors, employees, licensees and invitees, from and
against all obligations, liabilities, loss, costs, damages, settlement or expenses of whatsoever
kind or nature, known or unknown, contingent or otherwise, directly or indirectly arising out of or
in any way related to any of the following caused solely by Landlord, its agents, representatives,
contractors, officers, directors, employees, licensees or invitees: (i) the presence, disposal,
release or threatened release of any Hazardous Materials on, over, under, from or affecting the
Premises or the soil, water, vegetation, buildings, personal property, persons or animals thereon;
(ii) any personal injury (including wrongful death) or property damage (real or personal) arising
out of or related to such Hazardous Materials; (iii) any lawsuit brought or threatened, settlement
reached or government order relating to such Hazardous Materials; and/or (iv) any violations of
laws, regulations, requirements or demands of government authorities which are based upon or are in
any way related to Hazardous Materials, including, without limitation and in each of the foregoing
cases, reasonable attorney and consultant fees, investigation and laboratory fees, court costs and
litigation expenses. Landlord will notify Tenant in writing immediately of any condition of which
Landlord has knowledge and which involves Hazardous Materials or violation of Environmental Law
which might affect the Premises.