Exhibit 10.27


 


STATE OF NORTH CAROLINA


 


FIRST AMENDMENT TO LEASE


 


COUNTY OF DURHAM


 


THIS FIRST AMENDMENT TO LEASE (the “Amendment”) is
made and entered into as of the 20th day of December, 1999, by and
between PETULA ASSOCIATES, LTD., an Iowa corporation and PRINCIPAL LIFE
INSURANCE COMPANY, an Iowa corporation as tenants-in-common, (collectively
“Landlord”) and CLINICAL TRIALS SUPPORT SERVICES, INC., a North Carolina
corporation (“Tenant”).


 


WITNESSETH


 


A.           Landlord and Tenant entered into a lease
dated as of November 3, 1999 (the “Existing Lease”) for the occupancy of
approximately 8,080 rentable square feet of space (the “Original Premises”) on
the second floor in the Canterbury Hall Building (the “Building”) in the
Imperial Center Business Park, Durham, North Carolina, as more particularly
described in the Lease.


 


B.            Landlord and Tenant desire to amend the terms
of the Lease (i) expand the Original Premises to include approximately 4,664
rentable square feet of space (the “Expansion Space”) on the third floor of the
Building (as shown on the floor plan attached hereto as Exhibit A and
incorporated herein by reference) so that the Original Premises when combined
with the Expansion Space shall contain approximately 12,744 rentable square
feet (the “Combined Premises”), (ii) to address the amortization of an
additional construction allowance provided by Landlord to Tenant to finance the
construction of the Tenant Improvements in the Expansion Space, and (iii) to
change certain other terms and conditions of the Existing Lease. For purposes
hereof, the Existing Lease as amended by this Amendment is referred to as the
“Lease”.


 


NOW, THEREFORE, in consideration of the premises,
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree to amend the Existing Lease on the terms set forth below. The
terms used but not defined herein shall have the meaning set forth within the
lease.


 


1.             Expansion
Space.  Effective as of the Expansion Space
Commencement Date (as hereinafter defined), Landlord agrees to lease to Tenant,
and Tenant hereby agrees to lease from Landlord and occupy under the terms of
the Original Lease as herein amended, the Expansion Space.


 


2.             Term.  Beginning
as of the earliest of: (a) the date Tenant, or any person occupying any portion
of the Expansion Space with Tenant’s permission, commences business operations
from the Expansion Space, or (b) the first (1st) business day
following the date of


 


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Landlord’s delivery of the
Expansion Space with the Expansion Space Improvements (as hereinafter defined)
completed in substantial accordance with the preliminary plans and
specifications attached hereto as Exhibit B (the “Expansion Plans”) or
the date upon which Landlord would have so delivered the Expansion Space to
Tenant but for delays within the control of Tenant or Tenant’s invitees, which
date shall hereafter be referred to as the “Expansion Space Commencement Date”)
and continuing throughout the Term of the Lease, the Expansion Space shall be
deemed a part of the Original Premises. Accordingly, on and after the Expansion
Space Commencement Date, any reference in the Lease to the Premises shall be
deemed to mean the Combined Premises. Notwithstanding the foregoing, if
Landlord, for any reason whatsoever, cannot deliver possession of the Expansion
Space to Tenant on or before the Expansion Space Commencement Date as
above-specified, the Lease shall not be void or voidable nor shall Landlord be
liable to Tenant for any loss or damages resulting therefrom; but in that
event, except to the extent that any such delay(s) have been caused by Tenant
or Tenant’s Invitees, the Expansion Space Commencement Date shall be adjusted
to be the date when Landlord does in fact deliver possession of the Expansion
Space to Tenant in accordance with the terms hereof.


 


3.             Rental. 
Beginning as of the Expansion Space Commencement Date and continuing
throughout the Term, Tenant shall pay to Landlord Minimum Rental on the
Combined Premises in accordance with the Minimum Rental Schedule set forth
below. Accordingly, as of the Expansion Space Commencement Date, the schedule
of Monthly Rent and Annual Rent amounts set forth in said Section l(g) of the
Lease shall be deleted in its entirety and the following schedule shall be
substituted in lieu thereof:


 


	
  Period

  	
   

  	
  Rate

  	
   

  	
  Monthly Rent

  	
   

  	
  Annual Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expansion Space

  	
   

  	
  $

  	
  17.25
  per r.s.f.

  	
   

  	
  $

  	
  18,319.50

  	
   

  	
  $

  	
  219,834.00

  	
   

  
	
  Commencement Date - 12/31/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  01/01/01-12/31/01

  	
   

  	
  $

  	
  17.75
  per r.s.f.

  	
   

  	
  $

  	
  18,850.50

  	
   

  	
  $

  	
  226,206.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  01/01/02-12/31/02

  	
   

  	
  $

  	
  18.25
  per r.s.f.

  	
   

  	
  $

  	
  19,381.50

  	
   

  	
  $

  	
  232,578.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  01/01/03-12/31/03

  	
   

  	
  $

  	
  18.75
  per r.s.f.

  	
   

  	
  $

  	
  19,912.50

  	
   

  	
  $

  	
  238,950.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  01/01/04-12/31/04

  	
   

  	
  $

  	
  19.25
  per r.s.f.

  	
   

  	
  $

  	
  20,443.50

  	
   

  	
  $

  	
  245,322.00

  	
   

  



 


If the Expansion Space
Commencement Date falls on a day other than the first day of the month, Tenant
shall make a pro rata payment for the remainder of said month on the Expansion
Space Commencement Date and make regular payments on the first day of the
following month and for each month thereafter throughout the Lease Term
including any prorated payment for any partial month at the end of the Lease
Term.


 


4.             Operating
Expense Stop. The Operating
Expense Stop as set forth in Section 1(h) shall continue to be the calendar
year 2000 for the Combined Premises..


 


2

















 


5.             Additional Rent. 
Pursuant to the provisions of Section 1(i), Tenant’s Proportionate Share
shall be revised as of the Expansion Space Commencement Date to be 28.9%
(12,744 ÷  44,161) to reflect the
addition of the Expansion Space to the Original Premises.


 


6.             Security Deposit. 
Effective as of the date hereof, the amount of the Security Deposit set
forth in Section 1(1) shall be increased and restated to be Eighteen Thousand
Five Hundred and No/100 Dollars ($18,500.00) and contemporaneously with its
execution of this Amendment, Tenant shall pay an additional Security Deposit to
Landlord in an amount equal to Seven Thousand and No/100 Dollars ($7,000.00).


 


7.             Expansion Space Allowance. 
Provided no Event of Default has occurred and is continuing hereunder,
Landlord shall supervise the design and construction of the Tenant’s initial,
permanent improvements in the Expansion Space (the “Expansion Space
Improvements”) in accordance with the Expansion Plans. Landlord shall
contribute up to Seven and No/100 Dollars ($7.00) per rentable square foot of
the Expansion Space (the “Expansion Space Allowance”) for the design,
construction and installation of the Expansion Space Improvements and for the
payment to Landlord of a construction management fee equal to five percent (5%)
of the total cost of constructing the Expansion Space Improvements (the
“Construction Management Fee”); provided, however, in no event shall the
Expansion Space Allowance be used for any costs associated with Tenant’s
personal property, equipment, trade fixtures or other items of a non-permanent
nature installed in the Expansion Space, including without limitation,
telephone and data cable lines. The aggregate amount of all sums to be paid by
Landlord to Tenant as the Expansion Space Allowance shall not in any event
exceed the sum of Thirty-Two Thousand Six Hundred Forty Eight and No/100
Dollars ($32,648.00). In the event that either prior to the commencement of the
installation of the Expansion Space Improvements or at any time during or
following the installation of the Expansion Space Improvements, the cost of the
Expansion Space Improvements exceeds the Expansion Space Allowance or Tenant
requests any change to the aforementioned Expansion Plans which has resulted or
might result in an increase in the cost of the installation of such Expansion
Space Improvements so that the cost exceeds the Expansion Space Allowance, then
Tenant shall, subject to the Additional Allowance, promptly deliver the
necessary funds to defray such excess cost to Landlord no later than fifteen
(15) days after Landlord demands same. Any savings or unused portion of the
Expansion Space Allowance after the Expansion Space Improvements are completed
shall be retained by Landlord.


 


8.             Additional Construction Allowance. In  addition
to the Expansion Space Allowance, Landlord has agreed to provide Tenant at
Tenant’s election, with an additional improvement allowance in an amount up to
Nine Thousand Three Hundred Twenty-Eight and No/100 Dollars ($9,328.00) (the
“Additional Allowance”) for the design, construction and installation of the
Expansion Space Improvements and payment of the Construction Management Fee.
Tenant shall repay the full amount of the Additional Allowance, together with
interest thereon at a rate equal to twelve percent (12%) per annum, to Landlord
as additional rent under the Lease in equal monthly, self amortizing payments
throughout the Term. Accordingly, in addition to all other amounts due and
payable by Tenant under the Lease, commencing as of the Expansion Space
Commencement Date, Tenant shall pay additional monthly rent to Landlord in an
amount equal to Two Hundred Twelve and 40/100 Dollars ($212.40) per month
throughout the Term. Such additional amount shall be deemed Rent for purposes of the Lease and shall be 


 


3

















 


subject to acceleration in the event of a default by Tenant under the
Lease. All other terms and conditions applicable to the disbursement of the
Allowance shall apply to the disbursement of the Additional Allowance.


 


9.             Option
Minimum Rental.  Exhibit E to
the Lease is hereby amended to reflect the revised Monthly and Annual Rent
amounts as follows:


 


	
  Period

  	
   

  	
  Rate

  	
   

  	
  Monthly Rent

  	
   

  	
  Annual Rent

  	
   

  
	
  01/01/05 –
  12/31/05

  	
   

  	
  $

  	
  19.75

  	
   

  	
  $

  	
  20,974.50

  	
   

  	
  $

  	
  251,694.00

  	
   

  
	
  01/01/06 –
  12/31/06

  	
   

  	
  $

  	
  20.25

  	
   

  	
  $

  	
  21,505.50

  	
   

  	
  $

  	
  258,066.00

  	
   

  
	
  01/01/07 –
  12/31/07

  	
   

  	
  $

  	
  20.75

  	
   

  	
  $

  	
  22,036.50

  	
   

  	
  $

  	
  264,438.00

  	
   

  
	
  01/01/08 –
  12/31/08

  	
   

  	
  $

  	
  21.25

  	
   

  	
  $

  	
  22,567.50

  	
   

  	
  $

  	
  270,810.00

  	
   

  
	
  01/01/09 –
  12/31/09

  	
   

  	
  $

  	
  21.75

  	
   

  	
  $

  	
  23,098.50

  	
   

  	
  $

  	
  277,182.00

  	
   

  



 


 


10.           Ratification.
Except as expressly or by necessary implication amended or modified hereby, the
terms of the Lease are hereby ratified, confirmed and continued in full force
and affect.


 


IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
executed under seal as of the date and year first above written.


 


	
   

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PETULA ASSOCIATES, LTD.,

  
	
   

  	
   

  	
  an Iowa corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Bill Bramwell

  
	
  ATTEST:

  	
   

  	
  Name:

  	
   

  	
  Bill Bramwell

  
	
  /s/ Ronald B. Franklin

  	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
  Vice President & Secretary

  	
   

  	
  Date:

  	
   

  	
  1/4/2000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [CORPORATE SEAL]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PRINCIPAL LIFE INSURANCE COMPANY,

  
	
   

  	
   

  	
  an Iowa corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PRINCIPAL CAPITAL MANAGEMENT,

  
	
   

  	
   

  	
   

  	
  LLC, a Delaware limited liability company,

  
	
   

  	
   

  	
   

  	
  Its authorized agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Bill Bramwell

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Bill Bramwell

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Director C.R.E. Equity

  
	
   

  	
   

  	
  Date:

  	
   

  	
  1/4/2000

  
								



 


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  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLINICAL TRIALS SUPPORT SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  NAME:

  	
  /s/ Jan Blethen

  
	
   

  	
   

  	
  TITLE:

  	
  President

  
	
  /s/  Tracy A.
  Blethen

  	
   

  	
  Date:

  	
    12/20/99

  
	
  Assistant Secretary

  	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
   

  	
   

  
					



 


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EXHIBIT A


 


FLOOR PLAN


 


 


Exhibits are
available upon request


 


6