exv10w1






Exhibit 10.1




STANDARD INDUSTRIAL REAL ESTATE LEASE




(SINGLE TENANT NET LEASE FORM)





			
	ARTICLE ONE BASIC TERMS





     This Article One contains the Basic Terms of this Lease between Landlord and Tenant
named below. Other Articles, Sections and Paragraphs of this Lease referred to in this Article
One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.



     Section 1.01. Date of Lease: July 17, 2009.



     Section 1.02. Landlord: AIRPORT CENTER III AT OAKLEY PARK, LLC, a Delaware limited liability
company.



	 	 	 	 	 
	 

	 	Address of Landlord:
	 	c/o Majestic Realty Co.
	 

	 	 	 	13191 Crossroads Parkway North
	 

	 	 	 	Sixth Floor
	 

	 	 	 	City of Industry, California 91746
	 

	 	 	 	Attention: Property Management
	 

	 	 	 	Telephone: (562) 948-4396
	 

	 	 	 	Facsimile: (562) 695-0441
	 

	 	 	 	Email: ddaze@majesticrealty.com
	 
	 	 	 	 
	 

	 	 	 	With a copy of any notice to:
	 
	 	 	 	 
	 

	 	 	 	c/o Majestic Realty Co.
	 

	 	 	 	One Securities Centre
	 

	 	 	 	3490 Piedmont Road N.E., Suite 210
	 

	 	 	 	Atlanta, Georgia 30305
	 

	 	 	 	Attention: Property Manager
	 

	 	 	 	Telephone: (404) 467-5258
	 

	 	 	 	Facsimile: (404) 467-5256
	 

	 	 	 	Email: rdeibert@majesticrealty.com






     Section 1.03. Tenant: DENDREON CORPORATION, a Delaware corporation.



	 	 	 	 	 
	 

	 	Address of Tenant:
	 	3005 First Avenue
	 

	 	 	 	Seattle, Washington 98121
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Telephone: (206) 829-1506
	 

	 	 	 	Fax: (206) 219-7211
	 

	 	 	 	Email: rhamm@dendreon.com
	 
	 	 	 	 
	 

	 	 	 	With a copy of any notice to:
	 
	 	 	 	 
	 

	 	 	 	Jones Day
	 

	 	 	 	1420 Peachtree Street, N.E., Suite 800
	 

	 	 	 	Atlanta, Georgia 30309
	 

	 	 	 	Attention: Scott A. Specht, Esq.
	 

	 	 	 	Telephone: (404) 829-1506
	 

	 	 	 	Facsimile: (404) 581-8330
	 

	 	 	 	Email: saspecht@jonesday.com






     Section 1.04. Property: The property that is the subject of this Lease (the
“Property”) is that approximately 13.1 acres located on Oakley Industrial Boulevard, Union
City, Fulton County, Georgia, upon which will be constructed an approximately 155,614
rentable square foot building (the “Building”) and related



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





paved and landscaped areas, as
depicted on Exhibit “A” attached hereto, together with all existing beneficial
easements and appurtenances of record related thereto The square footage figure for the
Building, as recited in this Section 1.04, is approximate. Upon Substantial
Completion (as defined in Article Fourteen below) of the Building Shell
Improvements (defined in Article Fourteen below), the architect of record shall,
for the benefit of both Landlord and Tenant, perform a final measurement of the Building in
accordance with the industry standard “dripline” measurement method utilized for similar
buildings in the Atlanta, Georgia metropolitan area and certify the actual square footage
of the Building for approval by Landlord and Tenant. The lesser of (a) 160,000 or (b) the
square footage calculated by the architect of record and approved by Landlord and Tenant
will constitute the rentable square footage of the Property under this Lease for all
purposes, including without limitation, the calculation of Base Rent. Consistent with the
above, Landlord and Tenant shall execute an amendment to this Lease setting forth the
actual square footage of the Building and confirming any necessary adjustment to the amount
of monthly Base Rent payable by Tenant, substantially in the form attached as Exhibit
“E” to this Lease. The Property is part of a larger commercial development known as
Majestic Airport Center III, which is more particularly described on Exhibit “A-1”
attached hereto (the “Project”).




     Section 1.05. Term.



          (a) Lease Term: Ten (10) years and six (6) months.




          (b) Lease Commencement Date: The Lease Commencement Date (as defined in Section 2.01
below) of the initial Lease Term shall be sixty (60) days following Substantial Completion of the
Building Shell Improvements, or January 1, 2010, whichever is later. The date of Substantial
Completion of the Building Shell Improvements is estimated to be November 1, 2009 (the “Estimated
Building Shell Substantial Completion Date”); accordingly, the Lease Commencement Date is
estimated to be January 1, 2010. Upon determination of the actual Lease Commencement Date,
Landlord and Tenant shall promptly execute a Confirmation of Initial Lease Term and Amendment to
Lease, substantially in the form of that attached as Exhibit “E” to this Lease.




          (c) Lease Expiration Date: The expiration date of the initial Lease Term shall be the last day
of the one hundred and twenty-sixth (126th) calendar month following the month in which the Lease
Commencement Date falls.




     Section 1.06. Permitted Uses: (See Article Five) Only for research and development,
manufacture and implementation of therapeutics, and related warehousing, distribution, and office
administration. If a change of use is proposed, including any change of use in connection with a
proposed Transfer (defined below), Landlord agrees not to unreasonably withhold, condition, or
delay its approval of such changed use so long as such changed use (a) complies with the terms of
Section 5.01 this Lease and (b) is similar to other uses permitted by Landlord in the
Project, or is a use permitted by affiliates of Landlord in like projects located in the Atlanta,
Georgia metropolitan area.



     Section 1.07. Security Deposit: (See Section 3.03) $52,908.76.



     Section 1.08. Tenant’s Guarantor: None.



     Section 1.09. Brokers: (See Article Thirteen)



	 	 	 	 	 
	 

	 	Landlord’s Broker:
	 	Majestic Realty Co.
	 

	 	 	 	13191 Crossroads Parkway North
	 

	 	 	 	Sixth Floor
	 

	 	 	 	City of Industry, California 91746
	 
	 	 	 	 
	 

	 	Tenant’s Broker:
	 	Jones Lang LaSalle Americas, Inc.
	 

	 	 	 	3344 Peachtree Road, NE, Suite 1900
	 

	 	 	 	Atlanta, Georgia 30326






			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






     Section 1.10. Rent and Other Charges Payable by Tenant:



          (a) BASE RENT: Lease Term Monthly Installment of Base Rent 




	 	 	 	 	 
	Lease Months 1 through 6
	 	$	0.00	 
	Lease Months 7 through 66
	 	$	52,908.76	 
	Lease Months 67 through 126
	 	$	59,392.68	 





Notwithstanding any language in this Lease to the contrary, if a rental adjustment date specified
in this Section 1.10(a) (or elsewhere in this Lease) falls on a date other than the first
day of a calendar month, then such rental adjustment date shall be deemed to be the first day of
the calendar month immediately following the month in which the rental adjustment date falls, and
the amount of Base Rent payable by Tenant under this Lease shall be adjusted effective as of such
later date; provided, however, that if any rent payable by Tenant is abated at the beginning of the
Lease Term, the above language shall not lengthen such period of rent abatement.




          (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (see Section 4.02 below); (ii)
Utilities (see Section 4.03 below); (iii) Insurance Premiums (see Section 4.04
below); (iv) maintenance services (see Section 4.05 below); and (v) Maintenance, Repairs
and Alterations (see Article Six below).





			
	ARTICLE TWO LEASE TERM	 	





     Section 2.01. Lease of Property for Lease Term. The term of this Lease (the “Lease Term”)
shall be as set forth in Section 1.05(a) above, shall commence on the date (the “Lease
Commencement Date”) set forth in Section 1.05(b) above, and shall terminate on the date
(the “Lease Expiration Date”) set forth in Section 1.05(c) above, unless sooner terminated
or extended as expressly provided in this Lease. The terms and provisions of this Lease shall be
effective as of the date of this Lease, except for the provisions of this Lease relating to the
payment of Rent.



     Section 2.02. Delay in Commencement. Landlord shall not be liable to Tenant if Landlord does
not deliver possession of the Property to Tenant on the Estimated Building Shell Substantial
Completion Date. Landlord’s non-delivery of the Property to Tenant on that date shall not affect
this Lease or the obligations of Tenant under this Lease, except that (a) if the actual Building
Shell Substantial Completion Date does not occur by December 1, 2009 Tenant shall be entitled to
the abatement of one (1) day of Base Rent for each day of delay, and if the delay continues beyond
December 31, 2009, then Tenant shall be entitled to the abatement of two (2) days of Base Rent for
each day of delay beyond such date, and (b) the Lease Commencement Date shall be delayed until a
date sixty (60) days following Landlord’s delivery of possession of the Property to Tenant (unless
such delay is the result of a Tenant Delay, as defined in Section 14.02 below) and the
Lease Term shall be extended for a period equal to the delay in delivery of full possession of the
Property to Tenant following Substantial Completion of the Building Shell Improvements, plus the
number of days necessary to end the Lease Term on the last day of a month. Subject to any Tenant
Delay, if Landlord does not deliver possession of the Property to Tenant within one hundred twenty
(120) days after December 1, 2009, Tenant may elect to cancel and terminate this Lease by giving
written notice to Landlord within ten (10) days after the one hundred twenty (120)-day period ends.
If Tenant gives such notice, this Lease shall be canceled and terminated, and neither Landlord nor
Tenant shall have any further obligations to the other, excepting only those obligations which have
accrued prior to or which expressly survive termination of this Lease. If Tenant does not timely
give such notice, Tenant’s right to cancel and terminate this Lease shall expire and the Lease Term
shall commence sixty (60) days following upon the delivery of possession of the Property to Tenant.
Consistent with the terms of Section 1.05(b) above, Landlord and Tenant shall, upon such
delivery, execute an amendment to this Lease setting forth the actual Lease Commencement Date and
Lease Expiration Date, substantially in the
form attached as Exhibit “E” to this Lease, which Tenant shall execute and return to
Landlord within five (5) days after receipt from Landlord. Failure to execute such amendment shall
not affect the actual Lease Commencement Date and Lease Expiration Date. The failure of Tenant to
take possession of or to occupy the Property shall not serve to relieve Tenant of any obligations
arising on the Lease Commencement Date, and shall not delay the payment of rent by Tenant.
Landlord shall be deemed to have delivered possession of the Property to Tenant upon Substantial
Completion of the Building Shell Improvements and written notice to Tenant regarding the same,
regardless of whether Tenant actually takes possession of the Property on such date. Tenant shall
not be liable for payment of any Additional Rent until the Lease Commencement Date.



     Section 2.03. Early Occupancy. Tenant shall have the right of early occupancy of the Property
on or about October 1, 2009, subject to (a) full execution of this Lease, (b) Landlord’s receipt of
all deposits and the initial monthly



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





installment of Base Rent, (c) Landlord’s and Tenant’s receipt
of any necessary governmental permits, approvals, or consents, (d) Landlord’s prior written
approval of Tenant’s proposed schedule describing the timing and specific purpose of Tenant’s early
occupancy, and (e) all of the terms and conditions of this Lease (including, but not limited to,
the insurance provisions of Section 4.04 below), with the exception of the payment of Base
Rent and Additional Rent. Such early occupancy shall be for the sole purpose of constructing the
Tenant Improvements (defined in Article Fourteen below) and preparing the Property for
Tenant’s use, including the installation of furnishings, furniture, and equipment. During such
period, Tenant shall assume all risk of loss to Tenant’s equipment and other personal property.
Tenant’s occupancy during this period shall not interfere with construction of the Building Shell
Improvements by Landlord’s contractor, and in the event Tenant’s occupancy does so interfere,
Tenant agrees to cease all construction or other activity until Landlord’s contractor has completed
its work. Tenant’s early occupancy of the Property shall not advance the Lease Expiration Date.




     Section 2.04. Holding Over. If Tenant holds over after the expiration of the Lease Term
hereof, with or without the express or implied consent of Landlord, such tenancy shall be from
month-to-month only, and shall not constitute a renewal hereof or an extension for any further
term, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fifty
percent (150%) of the Base Rent applicable immediately before the expiration of the Lease Term.
Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained
herein. Nothing contained in this Section 2.04 shall be construed as consent by Landlord
to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to
surrender possession of the Property to Landlord as provided in this Lease upon the expiration or
other termination of this Lease. The provisions of this Section 2.04 shall not be deemed
to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at
law. If Tenant fails to surrender the Property upon the termination or expiration of this Lease,
in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees)
and liability resulting from such failure, including, without limiting the generality of the
foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any
damages permitted under Section 10.08 below.



     Section 2.05. Options to Extend Lease Term.



          (a) Grant of Options. Landlord hereby grants to Tenant five (5) options (the
“Options”) to extend the Lease Term for additional term(s) of five (5) years each (the
“Extensions”), on the same terms and conditions as set forth in this Lease, but at an increased
Base Rent as set forth below and without any additional Option(s) other than those granted in this
Section 2.05. Each Option shall be exercised only by written notice delivered to Landlord
not less than one (1) year before the expiration of the initial Lease Term or the preceding
Extension of the Lease Term, respectively. If Tenant fails to deliver Landlord written notice of
the exercise of an Option within the prescribed time period, such Option and any succeeding Options
shall lapse, and there shall be no further right to extend the Lease Term. Each Option shall be
exercisable by Tenant on the express conditions that (a) at the time of the exercise, and at all
times thereafter and prior to the commencement of such Extension, no Event of Default on the part
of Tenant shall exist, and (b) Tenant has not been ten (10) or more days late in the payment of
recurring Rent more than a total of five (5) times during the initial Lease Term and all preceding
Extensions. Following Tenant’s timely and valid exercise of an Option, Landlord shall prepare and
Tenant shall execute and deliver to Landlord an amendment to this Lease confirming the term of the
Extension and the amount of Base Rent payable by Tenant during such Extension.




          (b) Personal Options. The Options are personal to the Tenant named in Section
1.03 of this Lease (the “Original Tenant”) or any Tenant Affiliate (described in Section
9.07 of this Lease) of the Original Tenant or a Tenant Affiliate within a series of Tenant
Affiliates of the Original Tenant. If Tenant subleases any portion of the Property or assigns any
interest under this Lease to an entity other than such a Tenant Affiliate prior to the
exercise of an Option (whether with or without Landlord’s consent), then such Option and any
succeeding Options shall lapse. If Tenant subleases any portion of the Property or assigns any
interest of Tenant under this Lease to an entity other than such a Tenant Affiliate after the
exercise of an Option but prior to the commencement of the respective Extension (whether with or
without Landlord’s consent), then such Option and any succeeding Options shall lapse and the Lease
Term shall expire as if such Option were not exercised. If Tenant subleases any portion of the
Property or assigns any interest of Tenant under this Lease to an entity other than such a Tenant
Affiliate after the exercise of an Option and after the commencement of the Extension related to
such Option, then the term of this Lease shall expire upon the expiration of the Extension during
which such sublease or transfer occurred and only the succeeding Options shall lapse.




          (c) Time of Essence. Time is of the essence with respect to Tenant’s exercise of the
Options granted in this Section 2.05.




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






          (d) Calculation of Rent. The Base Rent during the Extensions shall be determined as
follows:




          (1)  Fixed Adjustment or CPI Increase. The Base Rent for the first Extension shall be
an amount equal to the greater of: Five and 13/100 Dollars ($5.13) per rentable square foot per
year or the amount of Base Rent determined in accordance with Section 3.02 below. The Base
Rent for the second Extension shall be an amount equal to the greater of: Five and 74/100 Dollars
($5.74) per rentable square foot per year or the amount of Base Rent determined in accordance with
Section 3.02 below. These amounts are only for the Property and the initial Building and
do not include the Base Rent payable on account of Tenant’s exercise of the Expansion Option
(defined below).




          (2) Fair Rental Value Adjustment. The Base Rent shall be increased on the first day
of the first month of the third, fourth, and fifth Extensions of the Lease Term (each a “FRV Rental
Adjustment Date”) to the lesser of (a) one hundred fifteen percent (115%) of the Base Rent in
effect immediately prior to the applicable FRV Rental Adjustment Date, and (b) ninety-five percent
(95%) of the “fair rental value” of the Base Building Shell Improvements (as defined in Article
Fourteen below) and the related land (but excluding the Building Modifications (as defined in
Article Fourteen below) and the Tenant Improvements), determined in the following manner:




               (i) Not later than one hundred (100) days prior to any applicable FRV Rental Adjustment Date,
Landlord and Tenant shall meet in an effort to negotiate, in good faith, the fair rental value of
the Property as of such FRV Rental Adjustment Date. If Landlord and Tenant have not agreed upon
the fair rental value of the Property at least ninety (90) days prior to the applicable FRV Rental
Adjustment Date, the fair rental value shall be determined by appraisal, using brokers (as provided
below).



               (ii) If Landlord and Tenant are not able to agree upon the fair rental value of the Property
within the prescribed time period, then Landlord and Tenant shall attempt to agree in good faith
upon a single broker, as indicated above, not later than seventy-five (75) days prior to the
applicable FRV Rental Adjustment Date. If Landlord and Tenant are unable to agree upon a single
broker within such time period, then Landlord and Tenant shall each appoint one broker, not later
than sixty-five (65) days prior to the applicable FRV Rental Adjustment Date. Within (10) days
thereafter, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant
fails to appoint its broker within the prescribed time period, the single broker appointed shall
determine the fair rental value of the Property. If both parties fail to appoint brokers within
the prescribed time periods, then the first broker thereafter selected by a party shall determine
the fair rental value of the Property. Each party shall bear the cost of its own broker and the
parties shall share equally the cost of the single or third broker, if applicable. The brokers
used shall have at least five (5) years’ experience in the sales and leasing of
commercial/industrial real property in the area in which the Property is located and shall be
members of professional organizations such as the Society of Industrial Realtors, NAIOP, or their
equivalent.



               (iii) For the purposes of such appraisal, the term “fair rental value” shall mean the price
that a ready and willing tenant would pay, as of the applicable FRV Rental Adjustment Date, as
monthly rent to a ready and willing landlord of property comparable to the Base Building Shell
Improvements and the related land if such property were exposed for lease on the open market for a
reasonable period of time and taking into account all of the purposes for which such property may
be used. If a single broker is chosen, then such broker shall determine the fair rental value of
the Property. Otherwise, the fair rental value of the Property shall be the arithmetic average of
the two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shall
be disregarded. In no event, however, shall (a) the Base Rent be reduced by reason of such
computation, or (b) the Base Rent be greater than one hundred fifteen percent (115%) of the Base
Rent payable immediately prior to the applicable FRV Rental
Adjustment Date. Landlord and Tenant shall instruct the broker(s) to complete their
determination of the fair rental value not later than thirty (30) days prior to the applicable FRV
Rental Adjustment Date. If the fair rental value is not determined prior to the applicable FRV
Rental Adjustment Date, then Tenant shall continue to pay to Landlord the Base Rent applicable to
the Property immediately prior to such Extension, until the fair rental value is determined. When
the fair rental value of the Property is determined, Landlord shall deliver notice thereof to
Tenant, and Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, the
difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent
determined hereunder.




			
	ARTICLE THREE BASE RENT	 	





     Section 3.01. Time and Manner of Payment. Upon Tenant’s execution of this Lease, Tenant
shall pay Landlord monthly Base Rent in the amount stated in Section 1.10(a) above for the
seventh month of the Lease Term. On the first day of the eighth month of the Lease Term and each
month thereafter, Tenant shall pay Landlord the monthly Base



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





Rent, in advance, without offset,
recoupment, deduction or prior demand, except as otherwise expressly provided in this Lease. The
Base Rent shall be payable at Landlord’s address or at such other place as Landlord may designate
in writing. The term “Lease Month” shall mean each consecutive calendar month during the Lease
Term (including any partial calendar month at the inception of the Lease Term), with the first
Lease Month commencing on the Lease Commencement Date. For purposes of this Lease, the term “Lease
Year” shall mean, with respect to the first Lease Year, the period commencing on the Lease
Commencement Date and ending on the last day of the twelfth (12th) calendar month
following the month in which the Lease Commencement Date falls (unless the Lease Commencement Date
falls on the first day of a calendar month, in which case the first Lease Year will end on the last
day of the twelfth (12th) Lease Month), and with respect to subsequent Lease Years, each
consecutive twelve (12) month period during the Lease Term following the first Lease Year. If the
Lease Commencement Date is a day other than the first day of a calendar month, then (a) the Lease
Term shall include the number of months stated (or the number of months included within the number
of years stated) in Section 1.05 above, plus the partial Lease Month in which the Lease
Commencement Date falls, and (b) the Base Rent and Additional Rent for such partial Lease Month
shall be prorated based on the number of days in such calendar month.




     Section 3.02. Cost of Living Increases. At the rental adjustment intervals described in
Section 2.05(d)(1) of this Lease, the Base Rent shall be increased in accordance with the
increase in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index
for All Urban Consumers (all items for the geographical Statistical Area in which the Property is
located on the basis of 1982-1984=100) (the “Index”) as follows (assuming that the determination of
Base Rent resulting from the use of the Index results in a higher Base Rent than the applicable
fixed Base Rent specified in Section 2.05(d)(1)):



          (a) The Base Rent (the “Comparison Base Rent”) in effect immediately before each applicable
Extension shall be increased by the percentage that the Index has increased from the date (the
“Comparison Date”) on which payment of the Comparison Base Rent began through the month in which
the applicable Extension begins. The Base Rent shall not be reduced by reason of such computation.
If the new Base Rent determined in this manner is higher than the applicable fixed Base Rent
specified in Section 2.05(d)(1) above, Landlord shall notify Tenant of the amount of such
higher Base Rent amount by a written statement which shall include the Index for the applicable
Comparison Date, the Index for the applicable Extension commencement date, the percentage increase
between those two Indices, and the new Base Rent.




          (b) Tenant shall pay the new Base Rent from the applicable Extension commencement date until
the next Extension commencement date. Landlord’s notice may be given after the applicable
Extension commencement date of the increase, and Tenant shall pay Landlord the accrued rental
adjustment for the months elapsed between the effective date of the increase and Landlord’s notice
of such increase within thirty (30) days after Landlord’s notice. If the format or components of
the Index are materially changed after the Lease Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and which is most
nearly equivalent to the Index in effect on the Lease Commencement Date. The substitute index
shall be used to calculate the increase in the Base Rent unless Tenant objects to such index in
writing within fifteen (15) days after receipt of Landlord’s notice of such change. If Tenant
objects, Landlord and Tenant shall submit the selection of the substitute index for binding
arbitration in accordance with the rules and regulations of the American Arbitration Association at
its office closest to the Property. The costs of arbitration shall be borne equally by Landlord
and Tenant.




     Section 3.03. Security Deposit; Supplemental Security Deposit.



          (a) Upon Tenant’s execution of this Lease, Tenant shall deposit with Landlord a cash Security
Deposit in the amount set forth in Section 1.07 above. Landlord may apply all or part of
the Security Deposit to any Event of Default arising from any unpaid rent or other charges due from
Tenant or to cure any other Events of Default of Tenant. If Landlord uses any part of the Security
Deposit, Tenant shall restore the Security Deposit to its full amount within thirty (30) days after
Landlord’s written request. Tenant’s failure to do so shall be a material default under this
Lease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keep
the Security Deposit separate from its other accounts and no trust relationship is created with
respect to the Security Deposit.




          (b) Upon Tenant’s execution of this Lease, Tenant shall deliver to Landlord (as beneficiary),
an irrevocable standby letter of credit (the “Letter of Credit”), substantially in the form of that
attached as Exhibit “J” to this Lease, which shall serve as a supplemental Security Deposit
(the “Supplemental Security Deposit”).




     The Letter of Credit shall be, among other things:



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






               (i) subject to and governed by the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce Publication No. 600 (2007 Revision);



               (ii) irrevocable and unconditional;



               (iii) in the amount of Two Hundred Ten Thousand Eight Hundred Sixty-one and 20/100 Dollars
($210,861.20);



               (iv) conditioned for payment solely upon presentation of the Letter of Credit, a sight draft,
and a written statement from Landlord that the amount to be drawn is due and owing to Landlord
under the terms of this Lease; and



               (v) transferable one or more times by Landlord without the consent of Tenant.



     Tenant, on or before the first day of Lease Month 7 shall deliver to Landlord (as beneficiary)
a second Letter of Credit identical to the first described above and both letters of credit shall
be referred to collectively below as the “Letter of Credit.”



     Tenant acknowledges and agrees that it shall pay upon Landlord’s demand, as Additional Rent,
any and all costs or fees charged in connection with the Letter of Credit that arise due to
Landlord’s sale or transfer of all or a portion of the Property following the expiration of the
Purchase Option (defined below).



     The Letter of Credit shall be issued by a commercial bank or trust company reasonably
satisfactory to Landlord, having offices (or a confirming bank) at which the Letter of Credit may
be drawn upon in Los Angeles, California, and having a Moody’s rating of at least “A-3” (or other
comparable rating).



     The Letter of Credit shall expire not earlier than twelve (12) months after the date of
delivery thereof to Landlord, and shall provide that the same shall be automatically renewed for
successive twelve (12)-month periods through a date which is not earlier than sixty (60) days after
the expiration date of this Lease, or any renewal or extension thereof, unless written notice of
nonrenewal has been given by the issuing bank to Landlord by certified mail, return receipt
requested, not less than sixty (60) days prior to the expiration of the current period. If the
issuing bank does not renew the Letter of Credit, and if Tenant does not deliver a substitute
Letter of Credit at least thirty (30) days prior to the expiration of the current period, then, in
addition to its rights granted under this Section 3.03 above, Landlord shall have the right
to draw on the existing Letter of Credit.



     Landlord may use, apply, or retain the proceeds of the Letter of Credit to the same extent
that Landlord may use, apply, or retain the cash security deposit, as set forth above in this
Section 3.03. Landlord may draw on the Letter of Credit, in whole or in part, from time to
time, at Landlord’s election; and if Landlord partially draws down the Letter of Credit, Tenant
shall, within fifteen (15) days after Landlord gives Tenant notice thereof, restore all amounts
drawn by Landlord, or substitute cash security instead.



     Notwithstanding anything to the contrary in this Section 3.03, if no Event of Default
exists under this Lease and provided that Tenant has not at any time during the term of this Lease
instituted any litigation seeking to enjoin the issuing bank from paying on the Letter of Credit,
upon Tenant’s receipt of final approval from the Food and Drug Administration for U.S. licensure
for PROVENGE (the “Triggering Event”), Landlord’s right to draw on the Letter of Credit shall
automatically terminate upon such Triggering Event and Landlord shall return the original the
Letter of Credit to Tenant within five (5) business days following Tenant’s written demand made at
any time following the Triggering Event, and Tenant shall have no further obligation to provide
Landlord with the Supplemental Security Deposit.



     Tenant hereby agrees to cooperate with Landlord to promptly execute and deliver to Landlord
any and all modifications, amendments, and replacements of the Letter of Credit, as Landlord may
reasonably request to carry out the terms and conditions of this Section 3.03.



     Section 3.04. Application of Payments. Unless otherwise designated by Landlord in its sole
discretion, all payments received by Landlord from Tenant shall be applied to the oldest payment
obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing or
on a check or money order, shall modify this section or have any force or effect.



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





     Section 3.05. Termination; Advance Payments. Upon termination of this Lease under Article
Seven (Damage or Destruction) of this Lease, or under Article Eight (Condemnation) of
this Lease, or any other termination not resulting from Tenant’s default, and after Tenant has
vacated the Property in the manner required by this Lease, Landlord shall, within sixty (60) days
thereafter refund or credit to Tenant (or Tenant’s successor) the unused portion of the Security
Deposit, any advance rent or other advance payments made by Tenant to Landlord, and any amounts
paid for Real Property Taxes (defined below) and insurance which apply to any time periods after
termination of this Lease.




			
	ARTICLE FOUR OTHER CHARGES PAYABLE BY TENANT	 	





     Section 4.01. Additional Rent. All charges payable by Tenant other than Base Rent are called
“Additional Rent.” Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then
due within thirty (30) days following Tenant’s receipt of an invoice therefor, together with
reasonably satisfactory supporting documentation, if applicable. The term “rent” or “Rent” shall
mean Base Rent and Additional Rent. Without limitation on other obligations of Tenant that shall
survive the expiration or earlier termination of the Lease Term, the obligations of Tenant to pay
the Additional Rent provided for in this Article Four shall survive the expiration or
earlier termination of the Lease Term. The failure of Landlord to timely furnish Tenant the amount
of the Additional Rent shall not preclude Landlord from enforcing its rights to collect such
Additional Rent.



     Section 4.02. Property Taxes.



          (a) Real Property Taxes. Tenant shall pay all Real Property Taxes on the Property (including
any fees, taxes or assessments against, or as a result of, any tenant improvements installed on the
Property by or for the benefit of Tenant) during the Lease Term. Subject to Section
4.02(c) and Section 4.08 below, such payment shall be made at least ten (10) days prior
to the delinquency date of such taxes. Within such ten (10)-day period, Tenant shall furnish
Landlord with satisfactory evidence that the Real Property Taxes have been paid. Landlord shall
reimburse Tenant for any Real Property Taxes paid by Tenant covering any period of time before or
after the Lease Term. Alternatively, Landlord may elect to bill Tenant in advance for such taxes
and Tenant shall pay Landlord the amount of such taxes, as Additional Rent, at least ten (10) days
prior to the delinquency date of such taxes. Landlord shall pay such taxes prior to such
delinquency date, provided Tenant has timely made payment to Landlord. Any penalty caused by
Tenant’s failure to timely make such payments shall also be Additional Rent owed by Tenant
immediately upon demand.




          (b) Definition of “Real Property Tax.” “Real Property Tax” means: (i) any fee, license fee,
license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax
imposed by any taxing authority against the Property; (ii) any tax on the Landlord’s right to
receive, or the receipt of, rent or income from the Property or against Landlord’s business of
leasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks, road
maintenance, refuse or other services provided to the Property by any governmental agency; (iv) any
tax imposed upon this transaction or based upon a re-assessment of the Property due to a change of
ownership, as defined by applicable law, or other transfer of all or part of Landlord’s interest in
the Property; and (v) any charge or fee replacing any tax previously included within the definition
of Real Property Tax. “Real Property Tax” does not, however, include Landlord’s federal or state
income, franchise, inheritance or estate taxes.




          (c) Joint Assessment; Tenant’s Share. As of the date of this Lease, the Property is not
separately assessed, but Landlord shall use commercially reasonable efforts to have the Property
separately assessed. While the Property is not separately assessed, Landlord shall reasonably
determine Tenant’s share of the Real Property Taxes payable by Tenant under Section 4.02(a)
above from the assessor’s worksheets or other reasonably available information.




          (d) Personal Property Taxes.




               (i) Tenant shall pay all taxes charged against trade fixtures, furnishings, equipment or any
other personal property belonging to Tenant. Tenant shall diligently pursue the separate
assessment of such personal property, so that it is taxed separately from the Property.



               (ii) If any of Tenant’s personal property is taxed with the Property, Tenant shall pay
Landlord the taxes for the personal property within thirty (30) days after Tenant receives a
written statement from Landlord for such personal property taxes, but in no event earlier than
fifteen days prior to the date such personal property taxes would be past due if not previously
paid.



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






          (e) Real Property Tax Abatement. Landlord and Tenant acknowledge and agree that (i) Landlord
has entered into a Memorandum of Agreement with the Fulton County Tax Assessor with respect to the
valuation of the leasehold interest of Landlord in and to the Building, and anticipates completion,
at Landlord’s sole cost and expense, of a taxable development bond financing arrangement (the “Tax
Abatement Process”) with the Development Authority of Fulton County, a public body corporate and
politic of the State of Georgia (the “Development Authority”), whereby the Building (but not the
underlying land) is expected to receive favorable ad valorem real property tax treatment in
calendar years 2010 through 2020 with respect to Fulton County, Georgia, ad valorem taxes, and (ii)
Tenant shall receive all of the actual tax reduction, rebate or abatement (the “Tax Savings”)
relating to the Property during the Lease Term, provided that Tenant’s Tax Savings during any
partial calendar year during the Lease Term shall be prorated by multiplying the Tax Savings by a
fraction, the numerator of which is the number of days in the Term of this Lease in such partial
calendar year and the denominator of which is 365. Tenant acknowledges and agrees that any actual
Tax Savings available to Tenant during the Lease Term is subject to, and will only be available to
the extent permitted by, Applicable Law.




          (f) Optional Lease, Rent and Tax Abatement for Equipment. Subject to Applicable Law and the
Development Authority’s choice to participate (which choice is within the Development Authority’s
sole discretion), at Tenant’s written request Landlord shall initiate the Tax Abatement Process
with the Development Authority whereby Tenant’s equipment and other personal property at the
Property may receive prospective favorable ad valorem personal property tax treatment with respect
to Fulton County, Georgia, ad valorem taxes (the “Equipment Tax Savings”). Subject to Applicable
Law and the Development Authority’s choice to participate in this Tax Abatement Process (which
choice is within the Development Authority’s sole discretion), Tenant shall receive all of the
actual Equipment Tax Savings related to any equipment or other personal property designated by
Tenant for inclusion in such Tax Abatement Process (the “Equipment”), and Landlord shall enter into
a Lease Agreement with the Development Authority (the “Lease Agreement”) which permits Landlord, on
Tenant’s behalf, to include the Equipment in such Tax Abatement Process. Landlord and Tenant
hereby agree to enter into an Agreement to Provide Bill of Sale and related agreements with respect
to the Equipment, as may be required by the Development Authority to provide favorable tax
treatment for the Equipment (collectively, the “Equipment Agreement”). Tenant acknowledges and
agrees that the Equipment shall be subject to the rights and obligations under the Lease Agreement
and the Equipment Agreement. Tenant shall reimburse Landlord (within 30 days following Landlord’s
written demand) for the actual out-of-pocket costs, if any, incurred after the date of this Lease
by Landlord in obtaining the Equipment Tax Savings pertaining to the Equipment, including, without
limitation, the attorneys’ fees and other costs of legal counsel. Tenant acknowledges and agrees
that any actual Equipment Tax Savings available to Tenant during the Lease Term is subject to, and
will only be available to the extent permitted by, Applicable Law.




          (g) Opportunity Zone. Landlord and Tenant acknowledge that the Property is located within an
area of Fulton County, Georgia designated by the Georgia Department of Community Affairs as an
“Opportunity Zone” and that this designation allows Tenant to receive certain incentives, in the
form of tax credits, to locate its business at the Property. Subject to the satisfaction of
certain conditions, this designation is valid for tax years 2009 through 2019. As and when
reasonably requested in writing by Tenant, Landlord agrees to cooperate with Tenant, as needed and
at Tenant’s sole cost and expense, to enable Tenant to take advantage of the benefits associated
with the operation of a business in such an Opportunity Zone.




     Section 4.03. Utilities. Tenant shall pay, directly to the appropriate supplier, the cost of
all natural gas, heat, light, power, sewer service, telephone, fiber optic, cable or other
telecommunications or data delivery services, water, refuse disposal and other utilities and
services supplied to the Property. Tenant acknowledges and agrees that (1) this Lease is entirely
separate and distinct from and independent of any and all agreements that Tenant may at any time
enter into with any third party for the provision of utility services or any other services, and
(2) Landlord has no obligation of any kind concerning the provision of any such services. Provided
that Landlord fulfills its maintenance, repair, and replacement obligations with respect to the
Property as expressly provided in this Lease, Landlord shall not be liable for any failure to
furnish, stoppage of, or interruption in furnishing any of the services or utilities described in
this Section 4.03, when such failure is caused by accident, breakage, repairs, strikes,
lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances,
terrorist acts, acts of war, moratorium or other governmental action, or any other cause beyond
Landlord’s reasonable control, and, in such event, Tenant shall not be entitled to any damages nor
shall any failure or interruption abate or suspend Tenant’s obligation to pay rent as required
under this Lease or constitute or be construed as a constructive or other eviction of Tenant.
Further, in the event any governmental authority or public utility promulgates or revises any law,
ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the
use or conservation of energy, water, gas, light or electricity, the reduction of automobile or
other emissions, or the provision of any other utility or service, Landlord may take any reasonably
appropriate action to comply with such law, ordinance, rule,



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




regulation, mandatory control or
voluntary guideline without affecting Tenant’s obligations under this Lease (and in case of any
voluntary guidelines, without adversely affecting Tenant’s use and occupancy of the Property and
without materially increasing Tenant’s occupancy costs). Tenant recognizes that security services,
if any, provided by Landlord at the Building are for the protection of Landlord’s property and
under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect
to, providing security or other protection for Tenant or its employees, invitees or property in or
about the Property or the Building. Subject to the applicable terms and provisions of this Lease,
Tenant may prepare and implement its own security plan for the Property.




     Section 4.04. Insurance Policies.



          (a) Liability Insurance. During the Lease Term, Tenant, at Tenant’s sole cost and expense,
shall maintain a policy of commercial general liability insurance (or its equivalent) insuring
Tenant against liability for bodily injury, property damage (including loss of use of property) and
personal injury arising out of the operation, use or occupancy of the Property. Tenant shall name
Landlord (and any affiliate of Landlord designated by Landlord) as an additional insured under such
policy, and Tenant shall provide Landlord with an appropriate “additional insured” endorsement to
Tenant’s liability insurance policy (in a form acceptable to Landlord) not less than ten (10)
business days prior to Tenant’s occupancy of the Property. The initial amount of such insurance
shall be Three Million Dollars ($3,000,000.00) per occurrence and shall be subject to periodic
increase based upon inflation, increased liability awards, recommendation of Landlord’s
professional insurance advisors and other relevant factors. The liability insurance obtained by
Tenant under this Section 4.04(a): shall (i) be primary and non-contributing; (ii) contain
a “separation of insureds” clause (or equivalent); (iii) contain contractual liability coverage
respecting Tenant’s indemnity obligations under Section 5.05 below; and (iv) not have a
deductible amount in excess of Ten Thousand Dollars ($10,000.00). The amount and coverage of such
insurance shall not limit Tenant’s liability nor relieve Tenant of any other obligation under this
Lease. Landlord may also obtain commercial general liability insurance in an amount and with
coverage determined by Landlord, insuring Landlord against liability arising out of ownership,
operation, use or occupancy of the Property. The policy obtained by Landlord shall not be
contributory and shall not provide primary insurance.




          (b) Property and Rental Income Insurance. During the Lease Term, Landlord shall maintain
policies of insurance covering loss of or damage to the Property in the full amount of its
replacement value, with such policies providing protection against loss or damage due to fire or
other casualties covered within the classification of fire, extended coverage, vandalism, malicious
mischief, sprinkler leakage and any other perils which Landlord, Landlord’s lender or ground lessor
deems reasonably necessary. Landlord shall have the right to obtain terrorism, flood and
earthquake insurance and other forms of insurance as required by any lender holding a security
interest in the Property or any ground lessor. Landlord shall not obtain insurance for Tenant’s
fixtures or equipment or building improvements installed by Tenant on the Property. During the
Lease Term, Landlord shall also maintain a rental income insurance policy, with loss payable to
Landlord, in an amount equal to one year’s Base Rent, plus estimated Real Property Taxes and
insurance premiums. During the Lease Term, Tenant shall maintain (at its sole cost and expense)
policies of insurance covering loss of or damage to Tenant’s fixtures, equipment, and building
improvements installed by Tenant on the Property (including, without limitation, the Tenant
Improvements) in the full amount of their replacement value, with such policies providing
protection against loss or damage due to fire or other casualties covered within the classification
of fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and any other perils
which Tenant deems necessary. Such
policies shall contain an agreed amount endorsement in lieu of a co-insurance clause, and
shall be written as primary policies, not contributing with and not supplemental to the property
insurance coverage that Landlord is required to carry pursuant to this Section 4.04(b).
Tenant shall be liable for the payment of any deductible amount under Landlord’s insurance policies
(which deductible amount shall not exceed $10,000.00) maintained pursuant to this Section
4.04(b); provided, however, that if the loss or damage is due to an act or omission of
Landlord, then Tenant shall not be responsible for payment of any such deductible amount. Tenant
shall also be responsible for payment of any deductible amount under Tenant’s insurance policies.
Tenant shall not do or permit anything to be done which invalidates any such insurance policies.




          (c) Payment of Premiums. Subject to Section 4.08 below, Tenant shall pay all premiums
for the insurance policies described in Sections 4.04(a) and (b) above (whether obtained by
Landlord or Tenant) within thirty (30) days after Tenant’s receipt of a copy of the premium
statement or other evidence of amount due, except Landlord shall pay all premiums for non-primary
commercial general liability insurance which Landlord elects to obtain as provided in Section
4.04(a) above; provided, however, that Tenant shall not be responsible for the payment of
insurance premiums covering any period extending beyond the Lease Term. If insurance policies
maintained by Landlord cover improvements on real property other than the Property, Landlord shall
deliver to Tenant a statement of the premium applicable to the Property




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




showing in reasonable
detail how Tenant’s share of the premium was computed. If the Lease Term expires before the
expiration of an insurance policy maintained by Landlord, Tenant shall be liable for Tenant’s
prorated share of the insurance premiums. Subject to the provisions of Section 2.03 above,
prior to the Lease Commencement Date, Tenant shall deliver to Landlord a copy of any policy of
insurance which Tenant is required to maintain under this Section 4.04. At least thirty
(30) days prior to the expiration of any such policy, Tenant shall deliver to Landlord a renewal of
such policy. As an alternative to providing a policy of insurance, Tenant shall have the right to
provide Landlord a certificate of insurance (in form acceptable to Landlord) executed by an
authorized officer or agent of the insurance company, certifying that the insurance which Tenant is
required to maintain under this Section 4.04 is in full force and effect and containing
such other information which Landlord reasonably requires. Upon Tenant’s written request, Landlord
shall provide Tenant with a certificate of property insurance confirming that Landlord has obtained
the property insurance required of Landlord under this Lease.




          (d) General Insurance Provisions.




               (i) Any insurance that Tenant is required to maintain under this Lease shall include a
provision that requires the insurance carrier to give or endeavor to give Landlord not less than
thirty (30) days’ written notice prior to any cancellation or material modification of such
coverage (i.e., a modification resulting in a decrease in the limits or types of coverage required
under this Lease), including the cancellation or material modification of any required
endorsements.



               (ii) If Tenant fails to deliver any policy, certificate or renewal to Landlord required under
this Lease within the prescribed time period or if any such policy is canceled or modified during
the Lease Term without Landlord’s consent, Landlord may obtain such insurance for Landlord’s sole
benefit (but is under no obligation to do so), in which case Tenant shall reimburse Landlord for
the cost of such insurance within thirty (30) days after receipt of a statement that indicates the
cost of such insurance. If Tenant fails to carry the required insurance, such failure shall
automatically be deemed to be a covenant by Tenant to self-insure such required coverage, with a
full waiver of subrogation in favor of Landlord (in the case of deemed self-insurance of Tenant’s
required property insurance).



               (iii) Landlord and Tenant shall maintain all insurance required under this Lease with
companies duly authorized to issue insurance policies in the State in which the Property is located
and holding a Financial Strength Rating of “A-” or better, and a Financial Size Category of “VII”
or larger, based on the most recent published ratings of the A.M. Best Company. Landlord and
Tenant acknowledge the insurance markets are rapidly changing and that insurance in the form and
amounts described in this Section 4.04 may not be available in the future. Tenant
acknowledges that the insurance described in this Section 4.04 is for the primary benefit
of Landlord. If at any time during the Lease Term, Tenant is unable to maintain the insurance
required under this Lease, Tenant shall nevertheless maintain insurance coverage which is customary
and commercially reasonable in the insurance industry for Tenant’s type of business, as that
coverage may change from time to time. Landlord makes no representation as to the adequacy of such
insurance to protect Landlord’s or Tenant’s interests. If Tenant believes that any such insurance
coverage is inadequate, Tenant shall obtain any such additional property or liability insurance
which Tenant deems necessary to protect Landlord and Tenant.



               (iv) Unless prohibited under any applicable insurance policies maintained and notwithstanding
anything in this Lease to the contrary, Landlord and Tenant each hereby waives any and all rights
of recovery against the other, or against the members, managers, officers, employees, agents or
representatives of the other(whether such right of recovery arises from a claim based on negligence
or otherwise), for loss of or damage to its property or the property of others under its control,
if such loss or damage is covered by any insurance policy in force (whether or not described in
this Lease) at the time of such loss or damage. Upon obtaining the required policies of insurance,
Landlord and Tenant shall give notice to the insurance carriers of this mutual waiver of
subrogation.



               (v) Tenant shall not do or permit to be done any act or thing upon the Property or the Project
which would (a) jeopardize or be in conflict with the property insurance policies covering the
Project or fixtures or property in the Project; (b) increase the rate of property insurance
applicable to the Project to an amount higher than it otherwise would be for general office and
warehouse use of the Project; or (c) subject Landlord to any liability or responsibility for injury
to any person or persons or to property by reason of any business or operation being conducted at
the Property.



               (vi) Tenant shall, at its sole cost and expense, keep in full force and effect during the
Lease Term the following additional coverage: (1) workers’ compensation insurance as required by
state law; (2) employer’s



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




liability insurance, with a limit of One Million Dollars ($1,000,000),
each accident, One Million Dollars ($1,000,000) policy limit, and One Million Dollars ($1,000,000)
each employee for all persons employed by Tenant who may come onto or occupy the Property; (3)
commercial auto liability insurance with a limit of One Million Dollars ($1,000,000) aggregate
limit for bodily injury and property damage, including owned, non-owned, and hired auto liability
coverage for such vehicles driven on and around the Property (if Tenant does not own company
vehicles, a letter to that effect from an officer or principal of Tenant, in addition to proof of
non-owned and hired auto liability coverage is required); (4) “Causes of Loss — Special Form” (or
equivalent) personal property insurance, covering Tenant’s personal property, whether owned,
leased, or rented, including but not limited to trade fixtures, furniture, equipment, office
contents, any interior improvements constructed within the Property and any alterations to the
Property made by Tenant; and (5) to the extent that Tenant constructs or develops any improvements
in or on the Property, which according to the terms and conditions of this Lease shall become
property of Landlord at the termination thereof, Tenant shall also provide “Causes of Loss —
Special Form” (or equivalent) property coverage on a replacement cost basis.




               (vii) If Tenant carries any of the liability insurance required hereunder in the form of a
blanket policy, any certificate required hereunder shall make specific reference to the Property;
provided, however, the blanket policy carried with respect to the insurance required by Tenant
hereunder shall contain a “per location” endorsement assuring that any aggregate limit under such
blanket policy shall apply separately to the Property and that the insurer thereunder shall provide
written notice to Landlord if the available portion of such aggregate is reduced to less than the
minimum amounts required under Section 4.04(a) above by either payment of claims or the
establishment of reserves for claims (in which case Tenant shall be obligated to take immediate
steps to increase the amount of its insurance coverage in order to satisfy the minimum requirements
set forth in Section 4.04(a) above).



     Section 4.05. Maintenance Services. Notwithstanding the provisions of Section 6.03
and Section 6.04 below, Landlord shall maintain, at Tenant’s sole cost and expense, the
following with respect to the Property: (i) the landscaping (including without limiting to
gardening, tree trimming, replacement or repair of landscaping, landscape irrigation systems,
gopher control and similar items); (ii) the ESFR fire system; (iii) pump (including testing,
monitoring and servicing); (iv) association dues; (v) site lighting and utilities (including,
without limitation, utility charges for landscape watering, lighting and telephone line for the
above-referenced fire system); and (vi) sweeping, cleaning, repairing, resurfacing and repaving of
driveways, parking areas, yard areas, loading areas and other outdoor paved or covered surfaces
and/or roads. In connection with Landlord’s obligations under this Section 4.05, Landlord
may enter into a contract with a third party contractor/maintenance provider of Landlord’s choice
to provide some (but not necessarily all) of the maintenance services listed above. Landlord shall
have the right to collect from Tenant, as Additional Rent, a management fee (not to exceed two
percent (2%) of the Base Rent) for managing the Property. Landlord shall also have the right to
collect from Tenant, as Additional Rent, the costs incurred by Landlord for roof replacement,
exterior painting, and the resurfacing and repaving of the Property’s parking lot and driveway, and
in case of those items constituting capital expenditures (such as roof replacement), the cost of
such replacement shall be amortized on a straight-line basis with interest at the rate of seven
percent (7%) per annum over the useful life of the item, as reasonably determined by Landlord using
generally accepted accounting principles, and Tenant shall only be liable for monthly amortization
payments representing that portion of the cost which is applicable to the remaining Lease Term (as
it may be extended). Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days
after demand, the cost for the above-referenced maintenance services that are beyond the
scope of the services covered by the Monthly Maintenance Fee (defined below). Tenant agrees
to pay monthly to Landlord, as Additional Rent, an amount which is currently One Thousand Nine
Hundred Thirty-eight and 06/100 Dollars ($1,938.06) (the “Monthly Maintenance Fee”), for the
routine landscaping and sweeping and cleaning of the Property’s outdoor paved areas. Tenant shall
make such payment together with Tenant’s monthly Base Rent payment, without the necessity of notice
from Landlord. It is the understanding of the parties that the Monthly Maintenance Fee only
pertains to routine duties and that Landlord may incur similar expenses in addition to the Monthly
Maintenance Fee in meeting its obligations set forth above. Landlord agrees that the recurring
maintenance fees and operating costs of the Property (excluding uncontrollable costs such as those
costs relating to taxes, insurance, and utilities) payable by Tenant under this Lease shall not
increase by more than ten percent (10%) per year on a cumulative, compounded basis during the Lease
Term. Landlord agrees to provide and/or manage the maintenance services in a professional manner
on a reasonably cost efficient basis, to competitively bid out any major contracts (i.e., those
contracts in excess of $25,000 per year) and to pass through such costs directly to Tenant without
mark up (except for the allowed management fee). Tenant shall have the right at any time upon at
least thirty (30) days prior written notice to Landlord, to assume direct responsibility for, and
to pay the costs of, any or all of the routine maintenance services which are the subject of the
Monthly Maintenance Fee, but any such assumption by Tenant shall not result in any reduction of the
monthly management fee payable by Tenant to Landlord. In such event, Tenant shall have the right,
at its sole cost and expense, to hire a third party manager to manage the delivery of such routine



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




maintenance services, but in no event shall Landlord’s management fee be reduced or terminated
based on the routine maintenance services assumed by Tenant.




     Section 4.06. Late Charges. Tenant’s failure to pay rent promptly may cause Landlord to incur
unanticipated costs. The exact amount of such costs is impractical or extremely difficult to
ascertain. Such costs may include, but are not limited to, processing and accounting charges and
late charges which may be imposed on Landlord by any ground lease, mortgage or trust deed
encumbering the Property. Therefore, if Landlord does not receive any rent payment within ten (10)
days after it becomes due, Tenant shall pay Landlord a late charge equal to five percent (5%) of
the overdue amount. The parties agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of such late payment. If Tenant shall be
served with a demand for payment of past due rent or any other charge, any payments tendered
thereafter to cure any default of Tenant shall be made only by cashier’s check, wire transfer, or
other immediately available funds. Notwithstanding the above, Landlord agrees not to impose such
late charge unless, immediately after its receipt of written notice from Landlord, Tenant fails to
deliver such delinquent payment by nationally-recognized commercial overnight courier (for next
business day delivery); provided, however, that Landlord is under no obligation to provide more
than one (1) such notice in any consecutive 12-month period.



     Section 4.07. Interest on Past Due Obligations. In addition to any late charge imposed
pursuant to Section 4.06 above, any amount owed by Tenant to Landlord or by Landlord to
Tenant which is not paid when due shall bear interest at the rate of ten percent (10%) per annum
from the due date of such amount (“Interest”); provided, however, that no interest shall be payable
on any late charges imposed on Tenant under this Lease. The payment of interest on such amounts
shall not excuse or cure any default by Tenant or Landlord under this Lease. If the interest rate
specified in this Section 4.07, or any other charge or payment due under this Lease which
may be deemed or construed as interest, is higher than the rate permitted by law, such interest
rate is hereby decreased to the maximum legal interest rate permitted by law.



     Section 4.08. Impounds for Insurance Premiums and Real Property Taxes. If required by any
ground lessor or lender to whom Landlord has granted a security interest in the Property, or if
Tenant is more than ten (10) days late in the payment of rent more than once in any consecutive
twelve (12) month period, Tenant, upon Landlord’s written demand, shall pay Landlord a sum equal to
one-twelfth (l/12) of the annual real property taxes and insurance premiums payable by Tenant under
this Lease, together with each payment of Base Rent. Landlord shall hold such payments in a
non-interest bearing impound account. If unknown, Landlord shall reasonably estimate the amount of
real property taxes and insurance premiums when due. Tenant shall pay any deficiency of funds in
the impound account to Landlord upon written request. If Tenant defaults under this Lease,
Landlord may apply any funds in the impound account to any obligation then due under this Lease.



     Section 4.09. Tenant’s Audit Rights. Tenant may, during regular business hours but not more
than once each calendar year and only following not less than fifteen (15) business days prior
written notice to Landlord, inspect and audit the records of costs pertaining to Landlord’s
operation and maintenance of the Property during the prior year (“Tenant’s Audit Right”). If
Tenant’s audit shall disclose an overstatement of Tenant’s costs of seven percent (7%) or more,
then Landlord shall pay the reasonable costs and expenses incurred by Tenant in conducting such
audit, not to exceed Five Thousand Dollars ($5,000.00).



          Tenant’s Audit Right may not be exercised if an Event of Default on the part of Tenant exists,
and is also subject to the following conditions:




               (i) The audit may only be conducted during Landlord’s regular office hours and only by an
employee of Tenant or an otherwise qualified auditor and not by anyone with a financial interest in
the results of the audit;



               (ii) The audit must be conducted over a period not to exceed ten (10) business days (provided
that such days need not be consecutive and provided further that Tenant’s auditor is allowed
reasonable access to Landlord’s Audit Materials, as defined below);



               (iii) Tenant’s representative shall be permitted to inspect only Landlord’s line-item
breakdown of direct operating expenses for the Property for the applicable calendar year, the
“general ledger,” and the invoices relating to the general ledger (collectively, the “Audit
Materials”);



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






               (iv) Landlord’s representative shall answer reasonable questions during the course of the
exercise of Tenant’s Audit Right, but shall not be required to prepare or provide any work product
other than the Audit Materials;



               (v) Landlord shall only provide Tenant with copies of Landlord’s existing records comprising
the Audit Materials. In no event shall Landlord prepare any schedules or perform any analysis or
comparisons for Tenant with respect to the audit; and



               (vi) Tenant and its auditor shall execute a confidentiality agreement, in form and substance
reasonably acceptable to Landlord and Tenant, protecting the confidentiality of the Audit Materials
and the results of the audit. At a minimum, the confidentiality agreement must provide that (a)
the auditor’s report or other final work product prepared by the auditor (the “Auditor’s Report”)
shall be delivered to Landlord no later than two (2) weeks following completion of the audit, and
(b) the auditor (if a third party) will indemnify and hold harmless Landlord from any damages,
loss, claim, liability, cost or expense (including legal fees and costs), resulting from breach of
the confidentiality agreement.



          If, following the date of delivery of the Auditor’s Report to Landlord (the “Report Date”),
Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve
their differences within thirty (30) days following the Report Date, the dispute shall be resolved
by arbitration as follows: Landlord and Tenant shall attempt to agree in good faith upon a single,
independent certified public accountant (“CPA”) not later than fifty (50) days following the Report
Date. If Landlord and Tenant are unable to agree upon a single CPA within such time period, then
Landlord and Tenant shall each appoint one CPA not later than seventy (70) days following the
Report Date. Within (10) days thereafter, the two appointed CPAs shall appoint a third, independent
CPA. If either Landlord or Tenant fails to appoint its CPA within the prescribed time period, the
single CPA so appointed shall resolve the dispute. If both parties fail to appoint CPAs within the
prescribed time periods, then the first CPA thereafter selected by a party shall resolve the
dispute. The CPAs are by this Lease directed to review the costs in question and to conduct the
arbitration no later than sixty (60) days following the appointment of the last CPA to act
hereunder. Each CPA shall have at least five (5) years experience in real estate accounting for
properties similar to the Property, and shall not have been retained by either party within the
prior three (3) years. All CPAs shall review the applicable terms and provisions of this Lease
regarding such costs, Landlord’s books and records relating to same and the Auditor’s Report and
shall use generally accepted accounting principles to arrive at their conclusions. The locale of
the arbitration shall be Atlanta, Georgia. In resolving the dispute, the arbitrators will apply
the law of State where the Property is located, and are limited to the determination of Tenant’s
appropriate share of costs for the period under review. The decision of the arbitrators shall be
final and binding on Landlord and Tenant. If the arbitrators determine that the amount of costs
billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency
or overpayment, as applicable, within thirty (30) days following delivery of the arbitrators’
decision, without interest. All costs of the arbitration (that is, the cost of the arbitrators)
shall be divided equally between the parties, and each of the parties shall bear the costs of their
own counsel and other professionals or consultants, if any, engaged by them for purposes of the
arbitration. The exercise of Tenant’s Audit Right shall not relieve Tenant of its obligation to
pay disputed amounts. Tenant’s Audit Right (including the arbitration provisions provided herein)
constitutes Tenant’s sole remedy with respect to a dispute related to such costs.





			
	ARTICLE FIVE USE OF PROPERTY	 	





     Section 5.01. Permitted Uses. Tenant may use the Property only for the Permitted Uses set
forth in Section 1.06 above and for no other purpose whatsoever without Landlord’s prior
written approval, which approval may not be unreasonably withheld, conditioned, or delayed;
provided that such other Permitted Uses (other than those identified in Section 1.06 above)
(i) do not create any atypical, irreparable, material wear and tear on the Building; (ii) do not
create any atypical material risk of Environmental Damages or Hazardous Material contamination on
the Property; (iii) do not create obnoxious (as to a reasonable person) odors or noise which escape
the Property; (iv) do not include storage of tires or chemicals (other than those permitted under
Section 5.03 below) or explosives; and (v) and do not involve fabrication or manufacturing,
except as contemplated in Section 1.06 above, including specifically within such exception
any manufacturing or fabrication constituting a use described in clause (b) of Section 1.06
above.



     Section 5.02. Manner of Use. Tenant shall not cause or permit the Property to be improved,
developed, or used in any way which constitutes a violation of any law, statute, ordinance, or
governmental regulation or order, or other governmental requirement now in force or which may
hereafter be enacted or promulgated (collectively, “Applicable Laws”), or which unreasonably
interferes with the rights of other tenants of Landlord, or which constitutes a nuisance or waste.
Tenant shall obtain and pay for all permits required for Tenant’s specific use and occupancy of the
Property, and for



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




all business licenses, and shall promptly take all actions necessary to comply
with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating
the use by Tenant of the Property, including without limiting to the Occupational Safety and Health
Act. Notwithstanding the foregoing, Landlord shall, at Tenant’s sole cost and expense, cooperate
with Tenant in executing permitting applications and performing other ministerial acts reasonably
necessary to enable Tenant to obtain a High Pile Stock Permit (or comparable permit) from the
applicable governmental authority, if applicable. Tenant, at Tenant’s sole cost and expense, shall
be responsible for the installation of any fire hose valves, draft curtains, smoke venting and any
additional fire protection systems (including, but not limited to, fire extinguishers) that may be
required by the fire department or any governmental agency because of Tenant’s specific use of the
Property. It shall be considered a Tenant Delay under Article Fourteen below if a delay in
obtaining such permit thereby delays or affects Landlord’s receipt of governmental permits,
approvals or certificates of occupancy.




     Tenant shall, at its sole cost and expense, promptly comply with any Applicable Laws which
relate to (or are triggered by) (i) Tenant’s use of the Property, and (ii) any alteration or any
tenant improvements made by Tenant or at the request of Tenant. Should any standard or regulation
now or hereafter be imposed on Tenant by any federal, state or local governmental body charged with
the establishment, regulation and enforcement of occupational, health or safety standards, then
Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations.
The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial
action, regardless of whether Landlord is a party thereto, that Tenant has violated any Applicable
Laws, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall immediately
notify Landlord in writing of any water infiltration at the Property of which Tenant becomes aware.
Landlord shall be responsible for constructing the Base Building Shell Improvements in accordance
with Applicable Laws, including, without limitation, the Americans with Disabilities Act.



     Section 5.03. Hazardous Materials.



          5.03.1 Definitions.




          A. “Hazardous Material” means any substance, whether solid, liquid or gaseous in nature:




               (i) the presence of which requires investigation or remediation under any federal, state or
local statute, regulation, ordinance, order, action, policy or common law; or



               (ii) which is or becomes defined as a “hazardous waste,” “hazardous substance,” pollutant or
contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments
thereto including, without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. section 9601 et seq.) and/or the Resource Conservation and Recovery Act
(42 U.S.C. section 6901 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. section
1801 et seq.), the Federal Water Pollution Control Act (33 U.S.C. section 1251 et seq.), the Clean
Air Act (42 U.S.C. section 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C.
section
2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. section 651 et seq.), as
these laws have been amended or supplemented; or



               (iii) which is regulated or becomes regulated under any Environmental Requirements (defined
below) as toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic,
or otherwise hazardous; or



               (iv) the presence of which on the Property causes or threatens to cause a nuisance upon the
Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety
of persons on or about the Property; or



               (v) the presence of which on adjacent properties constitutes a trespass by Tenant; or



               (vi) without limitation which contains gasoline, diesel fuel or other petroleum hydrocarbons
(provided that Hazardous Materials shall not include any such products that are contained solely
within a motor vehicle); or



               (vii) without limitation which contains polychlorinated biphenyls (PCBs), asbestos or urea
formaldehyde foam insulation; or



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






               (viii) without limitation which contains radon gas, other than naturally-occurring conditions
at the Property.



          B. “Environmental Requirements” means all applicable present and future:




               (i) statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals,
plans, authorizations, concessions, franchises, and similar items relating to the protection of
human health or the environment (including, but not limited to those pertaining to reporting,
licensing, permitting, investigation and remediation), of all Governmental Agencies; and



               (ii) all applicable judicial, administrative, and regulatory decrees, judgments, and orders
relating to the protection of human health or the environment, including, without limitation, all
requirements pertaining to emissions, discharges, releases, or threatened releases of Hazardous
Materials into the air, surface water, groundwater or land, or relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous
Materials.



     C. “Environmental Damages” means all claims, judgments, damages, losses, penalties, fines,
liabilities (including strict liability), encumbrances, liens, costs, and expenses (including the
expense of investigation and defense of any claim, whether or not such claim is ultimately
defeated, or the amount of any good faith settlement or judgment arising from any such claim) of
whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or
unforeseeable (including without limitation reasonable attorneys’ fees and disbursements and
consultants’ fees) any of which are incurred at any time as a result of the existence of Hazardous
Material upon, about, or beneath the Property or migrating or threatening to migrate to or from the
Property, or the existence of a violation of Environmental Requirements pertaining to the Property
and the activities thereon, regardless of whether the existence of such Hazardous Material or the
violation of Environmental Requirements arose prior to the present ownership or operation of the
Property including, without limitation:



               (i) damages for personal injury, or injury to property or natural resources occurring upon or
off of the Property, including, without limitation, lost profits, consequential damages, the cost
of demolition and rebuilding of any improvements on real property, interest, penalties and damages
arising from claims brought by or on behalf of employees of Tenant (with respect to which Tenant
waives any right to raise as a defense against Landlord any immunity to which it is entitled under
any worker’s compensation laws);



               (ii) fees, costs or expenses incurred for the services of attorneys, consultants, contractors,
experts (and similar environmental professionals), laboratories and all other costs incurred in
connection with the investigation or remediation of such Hazardous Materials in manner consistent
with this Section 5.03 or violation of such Environmental Requirements, including, but not
limited to, the preparation of any feasibility studies or reports or the
performance of any cleanup, remediation, removal, response, abatement, containment, closure,
restoration or monitoring work required by any Governmental Agency under any Environmental
Requirements or reasonably necessary to make full economic use of the Property in a manner
consistent with its then current use, and including without limitation any attorneys’ fees, costs
and expenses incurred in enforcing the provisions of this Lease or collecting any sums due
hereunder;



               (iii) liability to any third person or Governmental Agency to indemnify such person or
Governmental Agency for costs expended in connection with the items referenced in subparagraph (ii)
above; and



               (iv) actual diminution in the fair market value of the Property to the extent resulting from
the presence of Hazardous Materials at the Property in violation of this Lease, including without
limitation any reduction in fair market rental value or life expectancy of the Property or the
improvements located thereon or the restriction on the use of or adverse impact on the marketing of
the Property or any portion thereof.



          D. “Governmental Agency” means all governmental agencies, departments, commissions, boards,
bureaus or instrumentalities of the United States, states, counties, cities and political
subdivisions thereof.




          E. The “Tenant Group” means Tenant, Tenant’s successors, assignees, guarantors, officers,
members, managers, directors, agents, employees, contractors, invitees, permitees or other parties
under the supervision or control of Tenant or entering the Property during the Lease Term at the
request of or with the permission of Tenant. The




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





Tenant Group shall exclude Landlord or Landlord’s
agents, contractors, invitees, permitees, employees, or other parties under the supervisions or
control of Landlord.




          5.03.2 Prohibitions.




          A. Other than (a) normal quantities of general office and cleaning supplies used in the
ordinary course of business, (b) Hazardous Materials used in the ordinary course of Tenant’s
business in compliance with all applicable Environmental Requirements that are of such a nature and
de minimus in amount that they would not reasonably be expected to result in any
Environmental Damages, and (c) except as specified on Exhibit “D” attached hereto, Tenant
shall not cause or permit any Hazardous Material to be brought upon, treated, kept, stored,
disposed of, discharged, released, produced, manufactured, generated, refined or used upon, about
or beneath the Property by the Tenant Group or any other person without the prior written consent
of Landlord, not to be unreasonably withheld, conditioned, or delayed. From time to time during
the Lease Term, Tenant may request Landlord’s approval of Tenant’s use of other Hazardous
Materials, which approval shall not be unreasonably withheld, conditioned, or delayed, provided
that to the extent a Hazardous Material is required for Tenant to operate its business consistent
with the Permitted Use, Tenant’s use of such Hazardous Material shall be approved by Landlord so
long as Tenant’s use is in strict compliance with all Environmental Requirements. Tenant shall,
prior to the Lease Commencement Date, provide to Landlord for those Hazardous Materials described
on Exhibit “D”: (a) a description of handling, storage, use and disposal procedures; and
(b) all “community right to know” plans or disclosures and/or emergency response plans which Tenant
is required to supply to local Governmental Agencies pursuant to any Environmental Requirements.




          B. Tenant shall not cause or permit the commission by the Tenant Group, or by any other
person, of a violation of any Environmental Requirements upon, about or beneath the Property.




          C. Tenant shall neither create nor permit the Tenant Group to create any environmental lien,
security interest or other similar charge or encumbrance with respect to the Property, including
without limitation, any lien imposed pursuant to section 107(f) of the Superfund Amendments and
Reauthorization Act of 1986 (42 U.S.C. section 9607(l)) or any similar state statute.




          D. Except for the above-ground storage tanks identified on the attached Exhibit “D”
for the storage of carbon dioxide, liquid nitrogen, and diesel fuel, respectively, the installation
and operation of which are hereby authorized by Landlord (provided that Tenant’s installation and
operation are in compliance with the requirements of this Section 5.03 and the plans and
specifications for the installation of the same have been or will be approved by Landlord pursuant
to the terms of this Lease), Tenant shall not install, operate or maintain any above or below grade
tank, sump, pit, pond, lagoon or other storage or treatment vessel or device containing Hazardous
Materials (collectively, “Tanks”) on the Property without Landlord’s prior written consent, which
shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the above, to the
extent a Tank is required for Tenant to operate its business consistent with the Permitted
Use, Tenant’s use of such Tank shall be approved by Landlord so long as Tenant’s use is in
strict compliance with all Environmental Requirements, and provided further that the prohibitions
and consent requirements of this paragraph shall not apply to any storage vessel use by Tenant
having a capacity of less than twenty (20) gallons.




          5.03.3 Indemnity.




          A. Tenant, its successors, assigns and guarantors, agree to indemnify, defend, reimburse and
hold harmless:




               (i) Landlord; and



               (ii) any other person who acquires all or a portion of the Property in any manner (including
purchase at a foreclosure sale) and who becomes entitled to exercise the rights and remedies of
Landlord under this Lease; and



               (iii) the directors, officers, shareholders, employees, partners, members, managers, agents,
contractors, subcontractors, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees,
successors, assigns and invitees of such persons;



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





from and against any and all Environmental Damages which exist as a result of the activities or
negligence of the Tenant Group relating to the Property, to the extent of the same, or which exist
as a result of the breach of any warranty or covenant or the inaccuracy of any representation of
Tenant contained in Section 5.03 of this Lease, or by Tenant’s remediation of the Property
or failure to meet its obligations contained in Section 5.03 this Lease, provided that
Tenant’s duty to remediate environmental conditions at or emanating from the Property (or to pay
the costs of such remediation) shall be limited to the obligations set forth in Section
5.03.4 below.




          B. The obligations contained in this Section 5.03.3 shall include, but not be limited
to, the burden and expense of defending all claims, suits and administrative proceedings, even if
such claims, suits or proceedings are groundless, false or fraudulent, and conducting all
negotiations of any description, and paying and discharging, when and as the same become due, any
and all judgments, penalties or other sums due against such indemnified persons. Landlord, at its
sole expense, and without charge-back to Tenant, may employ additional counsel of its choice to
associate with counsel representing Tenant.




          C. Landlord shall have the right but not the obligation to join and participate in, and
jointly control, if it so elects at its sole expense and without charge-back to Tenant, any legal
proceedings or actions initiated in connection with Tenant’s activities. Landlord may also jointly
negotiate, defend, approve and appeal any action taken or issued by any applicable Governmental
Agency with regard to contamination of the Property by a Hazardous Material.




          D. The obligations of Tenant in this Section 5.03.3 shall survive the expiration or
termination of this Lease.




          E. The obligations of Tenant under this Section 5.03.3 shall not be affected by any
investigation by or on behalf of Landlord, or by any information which Landlord may have or obtain
with respect thereto, except as otherwise expressly provided in Section 5.03.11 below.




          5.03.4 Obligation to Remediate. Subject to the obligation of Tenant to indemnify Landlord
pursuant to this Lease, Tenant shall, upon demand of Landlord, at its sole cost and expense and
using contractors approved by Landlord (such approval not to be unreasonably withheld, conditioned,
or delayed), promptly take all actions to remediate the Property and to mitigate Environmental
Damages which are required by the Environmental Requirements or which are reasonably necessary to
make full economic use of the Property (in a manner consistent with its then current use), which
remediation and mitigation is necessitated from the presence upon, about or beneath the Property,
at any time during or upon termination of this Lease (whether discovered during or following the
Lease Term), of a Hazardous Material or a violation of Environmental Requirements existing as a
result of the activities or negligence of the Tenant Group relating to the Property. Such actions
shall include, but not be limited to, the investigation of the environmental condition of the
Property, the preparation of any feasibility studies, reports or remedial plans, and the
performance of any cleanup, remediation, containment, operation, maintenance, monitoring or
restoration work required under this Section 5.03,
whether on or off the Property, which shall be performed in a manner approved by Landlord
(such approval not to be unreasonably withheld, conditioned, or delayed).




          5.03.5 Right to Inspect. Subject to the inspection provisions of Section 16.28 of
this Lease and the confidentiality provisions of Section 5.03.12 below, Landlord shall have
the right in its sole and absolute discretion, but not the duty, to enter and conduct an inspection
of the Property, including invasive tests (but any such invasive tests shall only be permitted
following a reasonable determination that Hazardous Materials may have been introduced to the
Property other than those Hazardous Materials previously approved by Landlord for use and which are
used in compliance with all Environmental Requirements), at any reasonable time to as necessary to
determine whether Tenant is complying with the terms of this Lease, including but not limited to
the compliance of the Property and the activities thereon with Environmental Requirements and the
existence of Environmental Damages as a result of the activities of the Tenant Group at the
Property. Landlord shall have the right, but not the duty, to retain any independent professional
consultant (the “Consultant”) to enter the Property to conduct such an inspection or to review any
report prepared by or for Tenant concerning such compliance, provided that the Consultant shall
agree to be bound by the provisions of Section 16.28 and Section 5.03.12 of this
Lease. The cost of the Consultant shall be paid by Landlord except to the extent such
investigation discloses a violation of any Environmental Requirement by the Tenant Group or the
existence of a Hazardous Material on the Property or any other property caused by the activities or
negligence of the Tenant Group at the Property (other than Hazardous Materials used in compliance
with all Environmental Requirements and previously approved by Landlord), in which case Tenant
shall pay the cost of the Consultant and Landlord shall promptly provide Tenant with a copy of all




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





reports, data and other documents prepared by Consultant in connection with its inspection, subject
to Tenant’s compliance with the applicable confidentiality provisions of Section 5.03.12
below.




          5.03.6 Notification. If Tenant shall become aware of or receive notice or other communication
concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or
liability of Tenant for Environmental Damages in connection with the Property or past or present
activities of any person thereon, including but not limited to notice or other communication
concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive,
summons, proceeding, complaint, notice, order, writ, or injunction, relating to same, then Tenant
shall deliver to Landlord within ten (10) days of the receipt of such notice or communication by
Tenant, a written description of said violation, liability, or actual or threatened event or
condition, together with copies of any documents evidencing same. Receipt of such notice shall not
be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any
such notification nor any liability of Tenant for the information contained in the notice.




          If requested by Landlord in writing, Tenant shall disclose to Landlord the names and amounts
of all Hazardous Materials other than general office and cleaning supplies and other substances
listed on the attached Exhibit “D” and referred to in Section 5.03.2 of this Lease,
which are then being used, generated, treated, handled, stored or disposed of on the Property or,
if known by Tenant, which Tenant intends to use, generate, treat, handle, store or dispose of on
the Property. The foregoing in no way shall limit the necessity for Tenant obtaining Landlord’s
consent pursuant to Section 5.03.2 of this Lease.




          5.03.7 Surrender of Property. In the ninety (90) days prior to the expiration or termination
of the Lease Term, and for up to ninety (90) days after the later to occur of: (i) Tenant fully
surrenders to Landlord exclusive possession of the Property; and (ii) the termination of this
Lease, Landlord may have an environmental assessment of the Property performed in accordance with
Section 5.03.5 of this Lease. Tenant shall perform, at its sole cost and expense, any
clean-up or remedial work reasonably recommended by the Consultant that is required to remove,
mitigate or remediate any Hazardous Materials and/or contamination of the Property caused by the
activities or negligence of the Tenant Group to the extent such is required by Section
5.03.4 above.




          5.03.8 Assignment and Subletting. In the event this Lease provides that Tenant may assign
this Lease or sublet the Property subject to Landlord’s consent and/or certain other conditions,
and if the proposed assignee’s or sublessee’s activities in or about the Property involve the use,
handling, storage or disposal of any Hazardous Materials other than those used by Tenant and in
quantities and processes similar to Tenant’s uses in compliance with this Lease, Landlord may
withhold its consent to such assignment or sublease if the risk of contamination posed by such
activities is materially greater than that posed by Tenant’s activities.




          5.03.9 Storage Tanks. Without limiting the generality of the above provisions of this
Section 5.03, with respect to any above or underground storage tanks to be located on the
Property by Tenant with Landlord’s consent, Tenant shall keep all permits and registrations current
and shall provide Landlord with copies of all test results regarding
such tanks, including without limitation, tightness testing and release detection results, all
submissions to and correspondence with any Governmental Agency regarding such tests and provide
copies of all plans for responding to releases from such tanks, including any and all SPCC (spill
prevention control and countermeasure) plans. Tenant shall, within twenty-four (24) hours, notify
Landlord of any release or suspected release from such tanks, and shall immediately commence
corrective action and shall remediate any release in accordance with Section 5.03.4 above,
unless Landlord specifically consents in writing to a lesser standard for remediation. Tenant
shall comply with all requests by Landlord for reasonable, appropriate and lawful modifications to
any spill prevention, investigation or remediation plan and in connection with any investigation
or remediation to bring such plan, investigation or remediation into compliance with Environmental
Requirements and shall allow Landlord to conduct its own testing in connection with any spill or
release and provide Landlord with split samples of Tenant’s sampling upon Landlord’s written
request.




          5.03.10 Survival of Hazardous Materials Obligation. Tenant’s material breach of any of its
covenants or obligations under this Section 5.03 shall constitute a material default under
this Lease. The obligations of Tenant under this Lease shall survive the expiration or earlier
termination of this Lease without any limitation, and shall constitute obligations that are
independent and severable from Tenant’s covenants and obligations to pay rent under this Lease.




          5.03.11 Landlord’s Representation and Warranty; Indemnity. As of the date of this Lease,
Landlord represents and warrants to Tenant that to the best of Landlord’s actual knowledge (and
except as otherwise disclosed in any environmental assessment report provided by Landlord to
Tenant), the Property is free of any Hazardous Materials in




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





violation of any Environmental
Requirements. For purposes of this Lease, “Landlord’s actual knowledge” shall be deemed to mean
the actual knowledge (as opposed to implied, constructive or imputed) of R. Stan Conway.
Notwithstanding anything to the contrary in this Section 5.03, Tenant shall have no
liability of any kind to Landlord for, and Landlord shall indemnify, defend, reimburse and hold
harmless Tenant and the other members of the Tenant Group from and against, any and all
Environmental Damages resulting from (1) any pre-existing Hazardous Materials located on the
Property as of the date of this Lease (the “Pre-existing Hazardous Materials”), and (2) any
Hazardous Materials caused or permitted to be located on the Property during the Lease Term
(whether or not claims related to the same are brought during or after the Lease Term) by the
Landlord Group (other than any Hazardous Materials located on the Property resulting from the
activities or negligence of the Tenant Group), or Hazardous Materials contamination exacerbated by
the Landlord Group during the Lease Term, to the extent of such exacerbation, and (3) any
violations of Environmental Requirements by the Landlord Group during the Lease Term, including
violations resulting from Landlord’s construction of the Building Shell Improvements as of the date
of Substantial Completion of the Building Shell Improvements. During the construction of the
Building Shell Improvements and at all other times during the Lease Term, Landlord shall comply
with, and cause the other members of the Landlord Group to comply with, the applicable
Environmental Requirements. The indemnity obligations of Landlord in this Section 5.03.11
shall survive the expiration or earlier termination of this Lease.




          5.03.12 Confidentiality of Information. Landlord agrees to maintain any information provided
to it by the Tenant Group under this Section 5.03, including any information provided on
Exhibit “D”, as confidential (“Confidential Information”) and agrees not to provide such
information to any third parties, including any Governmental Agency, without the express written
consent of Tenant, which shall not be unreasonably withheld, conditioned, or delayed, except that,
upon agreement to these confidentiality restrictions by the anticipated recipient, such information
contained in this Lease may be provided to any accountants of Landlord in connection with the
preparation of Landlord’s financial statements or tax returns, to agents or consultants of Landlord
in connection with Landlord’s performance of its obligations under this Lease, to an assignee of
this Lease or purchaser of the Property, to a lender or prospective lender, or to a person to whom
disclosure is required in connection with any action brought to enforce this Lease. In the event
Applicable Law requires Landlord to provide Confidential Information to a third party, including a
Governmental Agency, Landlord shall give notice to Tenant of its intent to comply with such Laws at
least five (5) days in advance of distributing the Confidential Information. Similarly, Tenant
agrees to maintain any information provided to it by Landlord under this Section 5.03,
including any information provided pursuant to Section 5.03.5 above, as confidential
(“Landlord’s Confidential Information”) and agrees not to provide such information to any third
parties, including any Governmental Agency, without the express written consent of Landlord, which
shall not be unreasonably withheld, conditioned, or delayed, except that, upon agreement to these
confidentiality restrictions by the anticipated recipient, such information may be provided to any
accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax
returns, to agents or consultants of Tenant in connection with Tenant’s performance of its
obligations under this Lease, to an assignee of this Lease, to a lender or prospective lender, or
to a person to whom disclosure is required in connection with any action brought to enforce this
Lease. In the event Applicable Law requires Tenant to provide Landlord’s Confidential Information
to a third party, including a Governmental Agency, Tenant shall give notice to Landlord of its
intent to comply with such Laws at least five (5) days in advance of distributing Landlord’s
Confidential Information.




          Section 5.04. Auctions and Signs. Tenant shall not conduct or permit any auctions or
sheriff’s sales at the Property. Subject to Landlord’s prior written approval (which shall not be
unreasonably withheld, conditioned, or delayed), and provided all signs are in keeping with the
quality, design and style of the business park within which the Property is located, Tenant, at its
sole cost and expense, may install an identification sign (“Sign”) at the Property; provided,
however, that (i) the size, color, location, materials and design of the Sign shall be subject to
Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned, or
delayed); (ii) the Sign shall comply with all applicable governmental rules and regulations and the
Property’s covenants, conditions and restrictions; (iii) the Sign shall not be painted directly on
the Building or attached or placed on the roof of the Building; and (iv) Tenant’s continuing
signage right shall be contingent upon Tenant maintaining the Sign in a first-class condition. At
Tenant’s written request and at Tenant’s sole cost, Landlord agrees to use commercially reasonable
efforts to assist Tenant in maximizing the visibility of the Sign in relation to the Interstate 85
corridor, to the extent permitted by Applicable Laws. Tenant shall be responsible for all costs
incurred in connection with the design, construction, installation, repair and maintenance of the
Sign. Upon the expiration or earlier termination of this Lease, Tenant shall cause the Sign to be
removed and shall repair any damage caused by such removal (including, but not limited to, patching
and painting), all at Tenant’s sole cost and expense. Any signs, notices, logos, pictures, names
or advertisements which are installed and that have not been separately approved by Landlord, may
be removed by Landlord, without notice by Landlord to Tenant at Tenant’s sole cost and expense.




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






     Section 5.05. Indemnity. Tenant shall indemnify, defend, protect and hold harmless Landlord
(and Landlord’s affiliates, employees, agents, contractors, and property manager) from any and all
costs, claims, loss, damage, expense and liability (including without limitation court costs,
litigation expenses, and reasonable attorneys’ fees) incurred in connection with or arising from:
(a) Tenant’s use of the Property, including, but not limited to, those arising from any accident,
incident, injury or damage, however and by whomsoever caused (except to the extent of any claim
arising out of Landlord’s sole active negligence or willful misconduct), to any person or property
occurring on the Property; (b) the conduct of Tenant’s business or anything else done or permitted
by Tenant to be done on the Property; (c) any breach or default in the performance of Tenant’s
obligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under this
Lease; or (e) other acts or omissions of Tenant. As a material part of the consideration to
Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the
Property arising from any cause (including, but not limited to, those arising from a claim of
negligence), and Tenant hereby waives all claims in respect thereof against Landlord, except to the
extent of any claim arising out of Landlord’s sole active negligence or willful misconduct;
provided, however, that this waiver is subject to Section 4.04(d)(iv) above. As used in
this Section, the term “Tenant” shall include Tenant’s employees, agents, contractors and invitees,
if applicable. The provisions of this Section 5.05 shall survive the expiration or earlier
termination of this Lease with respect to any claims or liability occurring prior to such
expiration or earlier termination, and shall constitute obligations that are independent and
severable from Tenant’s covenants and obligations to pay rent under this Lease.



     Section 5.06. Landlord’s Access. Landlord reserves the right at all reasonable times and
upon reasonable notice to Tenant to enter the Property to (i) inspect it; (ii) show the Property to
prospective purchasers, mortgagees or tenants, or to the ground or underlying lessors; (iii) post
notices of non-responsibility; (iv) alter, improve or repair the Property; or (v) place “For Sale”
and, within the final nine (9) months of the Lease Term, “For Lease” signs on the Property.
Notwithstanding anything to the contrary contained in this Section 5.06, Landlord may enter
the Property at any time to (A) perform services required of Landlord; (B) take possession due to
any breach of this Lease, in the manner provided in this Lease, and consistent with applicable law;
and (C) perform any covenants of Tenant which Tenant fails to perform within thirty (30) days
following Landlord’s written notice and demand therefore, except in case of an emergency. Any such
entries shall be without the abatement of Rent and shall include the right to take such reasonable
steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages
or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any
loss of occupancy or quiet enjoyment of the Property, and any other loss occasioned thereby. For
each of the above purposes, Landlord may request and Tenant shall provide a key with which to
unlock all the doors in the Property. In an emergency, Landlord shall have the right to use any
means that Landlord may deem proper to open the doors in and to the Property. Any entry into the
Property in the manner described above shall not be deemed to be a forcible or unlawful entry into,
or a detainer of, the Property, or an actual or constructive eviction of Tenant from any portion of
the Property. Notwithstanding the above, except in case of an emergency or an Event of Default,
Landlord’s entry into the Property is subject to Landlord’s compliance with Tenant’s reasonable
security procedures, which shall be applicable and fairly imposed on all persons seeking access to
the Property.



     Section 5.07. Parking. Tenant shall not allow large trucks or other large vehicles to be
parked on the public streets located adjacent to the Property. With respect to the Property, the
parking or storing of large trucks and other commercial vehicles is allowed in front of, adjacent
and perpendicular to Tenant’s dock high loading doors at the Property, so as to be on the concrete
apron adjacent to such doors (as shown on the attached Exhibit “A”), or in other areas of
the Property specifically designated by Landlord for such purpose (as shown on the attached
Exhibit “A”), but not otherwise.



     Section 5.08. Quiet Possession. If Tenant pays the rent and complies with all other terms of
this Lease, Landlord agrees to defend Tenant’s right to enjoy the Property for the full Lease Term
against all parties, subject to the provisions of this Lease.




			
	ARTICLE SIX CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS	 	





     Section 6.01. Existing Conditions. Subject to the performance of Landlord’s obligations under
Article Fourteen below, Tenant agrees to accept the Property in its “as-is” condition as of
the Building Shell Substantial Completion Date, subject to all recorded matters, laws, ordinances,
and governmental regulations. Except as expressly provided in this Lease, Tenant acknowledges that
neither Landlord nor any agent of Landlord has made any representations or warranties, express or
implied, whatsoever with respect to the condition of the Property, the Building or any portion of
the Project, or any buildings or other improvements on or comprising a part of either of same, nor
with respect to the fitness or suitability thereof for any particular use or purpose, and Tenant
hereby waives any and all such implied warranties, including specifically but without limitation
any implied warranty or representation of suitability. Tenant represents and



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





warrants that Tenant
has made its own inspection of and inquiry regarding the condition of the Property (or has had the
opportunity to do so) as it exists as of the date of this Lease and is not relying on any
representations of Landlord or any Broker with respect thereto.




     Section 6.02. Exemption of Landlord from Liability. Landlord shall not be liable for any
damage or injury to the person, business (or any loss of income therefrom), goods, wares,
merchandise or other property of Tenant, Tenant’s employees, invitees, customers or any other
person in or about the Property, whether such damage or injury is caused by or results from: (a)
fire, steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or
any other cause; (c) conditions arising in or about the Property or upon other portions of the
Project, or from other sources or places; (d) criminal acts or entry by unauthorized persons into
the Property or the Building; or (e) any act or omission of any other tenant of Landlord. Landlord
shall not be liable for any such damage or injury even though the cause of or the means of
repairing such damage or injury are not accessible to Tenant. The provisions of this Section
6.02 shall not, however, exempt Landlord from liability to the extent of Landlord’s gross
negligence or willful misconduct, and are subject to Section 4.04(d)(iv) above.



     Section 6.03. Landlord’s Obligations. Subject to Article Seven (Damage or
Destruction) below, and Article Eight (Condemnation) below and except for (a) the
structural portions of (i) the foundations, (ii) the exterior walls, (iii) the roof of the
Property, (iv) floor slab, and (v) parking areas and sidewalks, and (b) all underground pipes and
conduits for the provision of utilities to their point of entry into the Building (except for those
pipes and conduits constructed or installed and maintained by a utility provider), which shall
remain Landlord’s responsibility at Landlord’s sole cost and without charge-back to Tenant,
Landlord shall have absolutely no responsibility to repair, maintain or replace any portion of the
Property at any time. Tenant waives the benefit of any present or future law which might give
Tenant the right to repair the Property at Landlord’s expense or to terminate this Lease due to the
condition of the Property; provided, however, that nothing in this sentence or elsewhere in this
Lease shall or is intended to abrogate Tenant’s common law right to assert a claim against Landlord
for constructive eviction.



     Section 6.04. Tenant’s Obligations.



          (a) Except as provided in Section 6.03 above, Article Seven (Damage or
Destruction) below, and Article Eight (Condemnation) below, Tenant, at Tenant’s sole cost
and expense, shall keep all portions of the Property (including structural, nonstructural,
interior, exterior, systems and equipment) in good order, condition and repair. If any portion of
the Property or any system or equipment in the Property that Tenant is obligated to repair cannot
be fully repaired or restored (in Landlord’s judgment), Landlord may promptly replace such portion
of the Property or system or equipment in the Property. The cost of such replacement shall be
amortized (including interest at seven percent (7%) per annum on the unamortized amount) over the
useful life as reasonably determined by Landlord in a manner consistent with generally accepted
accounting principles, and Tenant shall be liable only for monthly amortization payments
representing that portion of the cost which is applicable to the remaining Lease Term (as it may be
extended), and if the full replacement
cost is initially borne by Tenant, Landlord shall reimburse Tenant within thirty (30) days
following Tenant’s replacement, failure of which will entitle Tenant to a credit against future
Additional Rent obligations in an amount equal to Landlord’s share of such total cost, plus
Interest from the reimbursement due date. Tenant shall maintain a preventive maintenance service
contract providing for the regular inspection and maintenance of the Property’s heating and air
conditioning systems by a licensed heating and air conditioning contractor, unless Landlord makes
the election described in the next succeeding sentence. Landlord shall have the right, upon
Tenant’s failure to do so and upon written notice to Tenant, to undertake the responsibility for
preventive maintenance of all or a portion of the Property’s heating and air conditioning systems,
the reasonable cost of which shall be paid by Tenant as Additional Rent. Tenant shall also
maintain a preventive maintenance service contract providing for the regular inspection and
maintenance of the Building’s roof. If any part of the Property or the Project is damaged by any
act or omission of Tenant, Tenant shall pay Landlord the cost of repairing or replacing such
damaged property, whether or not Landlord would otherwise be obligated to pay the cost of
maintaining or repairing such property. It is the intention of Landlord and Tenant that, at all
times during the Lease Term, Tenant shall maintain the Property in an attractive, first-class and
fully operative condition. Without limiting the generality of the provisions contained above in
this Section 6.04(a), Tenant agrees to repair any damage caused by the transportation and
storage of its products in, on, or about the Property, including, but not limited to any damage to
the Property’s concrete floor slab, adjoining concrete ramps, adjoining concrete truck apron, and
adjoining asphalt parking and access areas due to the use of forklifts hauling Tenant’s products,
but excluding ordinary wear and tear. Tenant’s repair obligation described above shall include the
replacement of any damaged areas of the Property or the Project, if repair is impracticable, so as
to restore such areas to the condition existing prior to such damage.




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






          (b) Tenant shall fulfill all of Tenant’s obligations under this Section 6.04 at
Tenant’s sole expense. If Tenant fails to maintain, repair or replace the Property as required by
this Section 6.04, Landlord may (but without any obligation to do so), upon ten (10) days’
prior notice to Tenant (except that no notice shall be required in the case of an emergency), enter
the Property and perform such maintenance or repair (including replacement, as needed) on behalf of
Tenant. In such case, Tenant shall reimburse Landlord for all costs incurred in performing such
maintenance or repair immediately upon demand.




          (c) Notwithstanding anything to the contrary contained in this Section 6.04 or
elsewhere in this Lease, provided that Tenant complies with all of the terms and conditions of such
warranties of which it is aware and does not knowingly breach the same, Tenant shall have no
obligation to undertake or to pay any costs associated with any repair, maintenance or replacement
covered by the warranties obtained by Landlord in connection with Landlord’s development and
construction of the Building Shell Improvements as contemplated in Article Fourteen below.
Rather, Landlord will look solely to the providers of such warranties to undertake and/or pay for
the costs of any such maintenance, repair or replacement, to the extent covered by such warranties,
and Landlord shall be solely responsible for any failure of performance or shortfall arising under
such warranties, unless such failure or shortfall results from the acts or omissions of Tenant.




     Section 6.05. Alterations, Additions, and Improvements.



          (a) Tenant shall not make any alterations, additions, or improvements to the Property
(“Tenant’s Alterations”) without Landlord’s prior written consent, except for non-structural
interior alterations that (i) do not exceed Two Hundred Thousand Dollars ($200,000.00) in cost;
(ii) are not visible from the outside of the Building; and (iii) do not alter or penetrate the
floor slab or the roof membrane. Tenant shall promptly remove any Tenant’s Alterations constructed
in violation of this Section 6.05(a) upon Landlord’s written request. All Tenant’s
Alterations shall be performed in a good and workmanlike manner, in conformity with all Applicable
Laws, and all contractors and subcontractors shall be approved by Landlord. Upon completion of any
such work, Tenant shall provide Landlord with “as built” plans, copies of all construction
contracts, and proof of payment for all labor and materials. Notwithstanding anything to the
contrary in this Section, Tenant must obtain Landlord’s prior written consent for any Tenant’s
Alterations that will (or may) be visible from the outside of the Building. Landlord shall have
the right, in its reasonable discretion, to determine the location of any such visible Tenant’s
Alterations and require the screening of such items at Tenant’s sole cost and expense.




          (b) Tenant shall pay when due all claims for labor and material furnished to the Property by
or at the request of Tenant. Tenant shall give Landlord at least twenty (20) days’ prior written
notice of the commencement of any work on the Property, regardless of whether Landlord’s consent to
such work is required. Landlord may elect to record and post notices of non-responsibility on the
Property, to the extent permitted under applicable law.




          (c) To the extent Landlord’s prior consent is required by this Section 6.05, Landlord
may condition its consent to any proposed Tenant’s Alterations on such reasonable requirements as
Landlord, deems necessary or desirable, including without limitation: (i) Tenant’s submission to
Landlord, for Landlord’s prior written approval, of all plans and specifications relating to
Tenant’s Alterations; (ii) Landlord’s prior written approval of the contractors and subcontractors
performing Tenant’s Alterations; (iii) Tenant’s written notice of whether Tenant’s Alterations
include the use or handling of any Hazardous Materials; (iv) Tenant’s obtaining or causing its
contractor to obtain, for Landlord’s benefit and protection, of such insurance as Landlord may
reasonably require (in addition to that required under Section 4.04 of this Lease); and (v)
Tenant’s payment to Landlord of all reasonable third party out-of-pocket costs and expenses (the
“Out-of-Pocket Costs”) incurred by Landlord because of Tenant’s Alterations, including, but not
limited to, Out-of-Pocket Costs reasonably incurred by engaging a third-party (if reasonably
necessary) in reviewing the plans and specifications for, and the progress of, Tenant’s
Alterations, and costs of engaging outside consultants (whether for structural engineering review
or otherwise).




          (d) Within thirty (30) days following the imposition of any lien or stop notice resulting
from any of Tenant’s Alterations (an “Imposition”), Tenant shall either (a) cause such Imposition
to be released of record by payment, or (b) in case of a disputed Imposition, cause the posting of
a proper bond in favor of Landlord or provide other security satisfactory to Landlord. In case of
a disputed Imposition, Tenant shall diligently contest such Imposition and indemnify, defend, and
hold Landlord harmless from any and all loss, cost, damage, liability and expense (including
attorney’s fees) arising from or related to it. If Tenant fails to take either action within such
thirty (30)-day period, Landlord, at its election, may pay and satisfy the Imposition, in which
case the sum so paid by Landlord, with interest from the date of payment at




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





the rate set forth in
Section 4.07 of this Lease, shall be deemed Additional Rent due and payable by Tenant
within ten (10) days after Tenant’s receipt of Landlord’s payment demand.




          (e) Notwithstanding any language to the contrary in this Section 6.05, if the proposed
Tenant’s Alterations involve or affect in any way one or more of the structural components of the
Building, or materially affect in any way life safety matters, including, but not limited to, the
Building’s or Project’s fire suppression system (collectively, the “Structural and Safety
Alterations”), Landlord’s prior written consent to that portion of the work affecting structural
components and life safety systems will be required, regardless of the cost of the proposed
Alterations. Moreover, Tenant agrees to use contractors and subcontractors selected by Landlord
for the construction of any and all permitted Structural and Safety Alterations, and for any work
involving possible roof penetrations (so as to ensure that any such work is performed properly and
does not render any applicable roof warranty void or voidable).




          (f) Tenant acknowledges and agrees that any Tenant’s Alterations are wholly optional with
Tenant and are not being required by Landlord, either as a condition to the effectiveness of this
Lease or otherwise.




     Section 6.06. Condition upon Termination. Upon the termination of this Lease, Tenant shall
surrender the Property to Landlord, broom clean and in the same condition as received, ordinary
wear and tear excepted; provided, however, Tenant shall not be obligated to repair any damage which
Landlord is required to repair under Article Seven (Damage or Destruction) below. In
addition, Landlord may require Tenant to remove any Tenant’s Alterations (whether made or not made
with Landlord’s consent) prior to the expiration of this Lease, and to restore the Property to its
prior condition, ordinary wear and tear excepted, all at Tenant’s expense. All alterations,
additions and improvements which Tenant may remove pursuant to this Section 6.06 but has
not removed and which Landlord has not required Tenant to remove shall become Landlord’s property
and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease.
Tenant may remove any of Tenant’s machinery, fixtures, equipment, modular improvements, furniture
or other personal property that can be removed without irreparable damage to the Property. Tenant
shall repair, at Tenant’s expense, any damage to the Property caused by the removal of any such
machinery, fixtures, equipment, modular improvements, furniture or other personal property
(including, without limitation, the complete removal of all studs and bolts that penetrate the
floor or walls and filling and patching the holes; provided, however, that with respect to floor
bolt anchors, the provisions of Section 6.09 below shall control). In no event, however,
shall Tenant remove any of the following materials or equipment (which shall be deemed Landlord’s
property) without Landlord’s prior written consent: any power wiring and power panels; lighting and
lighting fixtures; wall coverings; drapes, blinds and other window coverings; carpets and other
floor coverings; heaters, air conditioners and any other heating and air conditioning equipment;
fencing and security gates; load levelers, dock lights, dock locks and dock seals; and other
similar building operating equipment and decorations. Without limiting the generality of the
above, Tenant, at Tenant’s sole cost and expense, shall remove all of the initial Tenant
Improvements (but Tenant need not remove any of the Building Modifications) prior to the expiration
or earlier termination of this Lease. Tenant’s obligations under this Section 6.06 shall
also include its obligations
under Section 5.04 with respect to any Sign. If Tenant fails, by the expiration of
this Lease or within thirty (30) days following any earlier termination of the Lease Term, to
restore the Property to the condition required under this Section 6.06, then Tenant shall
pay Landlord on demand an amount equal to the cost of such restoration work, plus an administration
fee equal to fifteen percent (15%) of such amount. Notwithstanding any language to the contrary in
this Section 6.06, Landlord shall notify Tenant in writing at the time (a) Tenant seeks
Landlord’s consent to any Tenant’s Alterations, or (b) Tenant provides written notice to Landlord
of any Tenant’s Alterations not requiring Landlord’s consent, that Landlord state (at the time it
grants its consent, if applicable) whether or not removal will be required at the expiration or
earlier termination of the Lease Term. Any such written request of Tenant shall specifically cite
this Lease provision and Landlord’s obligation to make such a statement.



     Section 6.07. Roof Access. Anything in this Lease to the contrary notwithstanding, Tenant and
any of its employees, agents, contractors or invitees shall have access to the roof of the Building
for purposes reasonably related to Tenant’s completion of the Tenant Improvements, Tenant’s use of
the Property or the discharge of Tenant’s repair, maintenance and replacement obligations under
this Lease, without the need to obtain Landlord’s consent; provided, however, that Tenant shall,
consistent with Section 6.04 of this Lease, be solely responsible for repairing any damage
to the non-structural components of the roof, including the roof membrane, resulting from such
access. Moreover, Tenant shall comply with all manufacturer’s requirements and recommendations
with regard while accessing the rooftop so as not to void or cancel the warranty covering the roof
membrane. Tenant shall request and Landlord shall provide Tenant with a copy of such
manufacturer’s requirements and recommendations prior to Tenant’s initial access to the rooftop.



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






     Section 6.08. Floor Load Limits. Tenant shall not place a load upon any floor of the Property
exceeding the floor load per square foot area which it was designed to carry and which is allowed
by law. Landlord reserves the right to prescribe the weight and position of all safes, unusually
heavy machinery and mechanical equipment in the Building, the location of which is not reflected in
the Preliminary Plans (defined below). Such installations shall be placed and maintained by
Tenant, at Tenant’s expense, in settings sufficient to absorb and prevent vibration, noise and
annoyance to other occupants of the Project.



     Section 6.09. Floor Bolt Anchors. Prior to anchoring any racking or equipment to the floor of
the Property, Tenant shall drill the holes for any anchor bolts to a depth that is one inch (1”)
deeper than normally required for such anchoring mechanism. Upon the expiration or earlier
termination of this Lease, Tenant shall cut the top off any exposed anchor bolts, pound the
remaining bolt into the one inch (1”) space described above, and pour epoxy filler into the
existing hole so that the epoxy filler is flush with the floor, all at Tenant’s sole cost and
expense.




			
	ARTICLE SEVEN DAMAGE OR DESTRUCTION	 	





     Section 7.01. Damage or Destruction to Property.



          (a) Tenant shall notify Landlord in writing (“Damage Notice”) promptly upon the occurrence of
any damage to the Property. Subject to the provisions of Section 7.01(c) and Section
7.01(d) below, if the insurance proceeds received by Landlord from the insurance policies
described in Section 4.04(b) above are sufficient to pay for the necessary repairs, this
Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible.
Landlord may elect (but is not required) to repair any damage to Tenant’s fixtures, equipment, or
improvements. In the absence of such an election, Tenant shall be solely responsible for the
repair, replacement and restoration of Tenant’s fixtures, equipment, or improvements and shall
promptly commence such repair and diligently pursue the same to completion, unless this Lease is
terminated as provided in this Article Seven.




          (b) If the insurance proceeds received by Landlord are not sufficient to pay the entire cost
of repair (provided that such insufficiency is not the result of Landlord’s failure to maintain the
property insurance required under Section 4.04(b) above), or if the cause of the damage is
not covered by the insurance policies which Landlord is required to maintain under Section
4.04(b) above, Landlord may elect either to: (i) repair the damage as soon as reasonably
possible, in which case this Lease shall remain in full force and effect; or (ii) terminate this
Lease as of the date the damage occurred. Landlord shall notify Tenant within thirty (30) days
after receipt of the Damage Notice whether Landlord elects to repair the damage or terminate this
Lease. If Landlord elects to repair the damage, Tenant shall pay to Landlord within ten (10) days
following Landlord’s receipt of the insurance proceeds (i) the deductible amount under Landlord’s
insurance policies (which deductible amount shall not exceed $10,000.00), and (ii) if the damage is
due to an act or omission of Tenant, or Tenant’s employees, agents, contractors or invitees, the
difference between the actual cost of repair and any insurance proceeds received by Landlord
(including, but not limited to, the entirety of any such deductible amount). If Landlord
elects to terminate this Lease, Tenant may elect to continue this Lease in full force and
effect, in which case Tenant shall repair any damage to the Property and the Building. Tenant
shall pay the cost of such repairs, except that upon satisfactory completion of such repairs,
Landlord shall deliver to Tenant any insurance proceeds received by Landlord for the damage
repaired by Tenant within ten (10) days following completion of such repairs and Landlord’s receipt
of such proceeds. Any such amounts advanced by Tenant in excess of insurance proceeds made
available to Tenant shall be carried forward as a credit against the purchase price otherwise
payable by Tenant if Tenant exercises its First Refusal Right (defined below) or Purchase Option
(defined below) as contemplated in Articles Seventeen and Nineteen below. Tenant
shall give Landlord written notice of such election within thirty (30) days after receiving
Landlord’s termination notice.




          (c) If the repairs to the Property are estimated to require more than one hundred eighty (180)
days from Landlord’s receipt of insurance proceeds and building permits (the “Repair Period”) to be
Substantially Completed, then either Landlord or Tenant shall have the right to terminate this
Lease as of the later to occur of: (i) the date of the damage or destruction; and (ii) the date
Tenant ceases to do business on the Property and delivers exclusive possession thereof to Landlord.
Tenant shall have the right, at any time and from time to time to request in writing that Landlord
deliver to Tenant a written notice (the “Contractor Certificate”) certifying to both Landlord and
Tenant, in the reasonable opinion of Landlord’s contractor, the amount of time required to repair
or complete the repair of the Property. If, in the Contractor Certificate, the contractor
certifies that the repair of the Property will take a period in excess of the Repair Period, then
within fifteen (15) days after the delivery of the Contractor Certificate to Tenant, Tenant or
Landlord may terminate this Lease by delivering written notice of such termination to the other
party within such fifteen (15) day period, and this Lease shall be terminated as of the date of the
occurrence of such damage or destruction. Notwithstanding the




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





foregoing, Tenant shall not have any
right to terminate this Lease under this Section 7.01 if the damage to the Property was
caused by the acts or omissions of Tenant or its agents, employees, contractors, or invitees.




          (d) If the damage to the Property occurs during the last one hundred eighty (180) days of the
Lease Term and such damage will require more than thirty (30) days to Substantially Complete the
repair, then either Landlord or Tenant may elect to terminate this Lease as of the date the damage
occurred, regardless of the sufficiency of any insurance proceeds. The party electing to terminate
this Lease, pursuant to this Section 7.01(d), shall give written notification to the other
party of such election within thirty (30) days after Tenant’s Damage Notice.




     Section 7.02. Temporary Reduction of Rent. If the Property is destroyed or damaged and
Landlord or Tenant repairs or restores the Property pursuant to the provisions of this Article
Seven, any Rent payable during the period of such damage, repair and/or restoration shall be
reduced according to the degree, if any, to which Tenant’s use of the Property is impaired.
However, the reduction shall not exceed the sum of one year’s payment of Base Rent, insurance
premiums and Real Property Taxes. Except for such possible reduction in Rent, Tenant shall not be
entitled to any compensation, reduction, or reimbursement from Landlord as a result of any damage,
destruction, repair, or restoration of or to the Property.



     Section 7.03. Waiver. Tenant waives the protection of any statute, code or judicial decision
which may grant to Tenant the right to terminate a lease in the event of the destruction of the
leased property. Landlord and Tenant agree that the provisions of Article Seven above shall
govern the rights and obligations of Landlord and Tenant in the event of any destruction of the
Property.




			
	ARTICLE EIGHT CONDEMNATION	 	





     If all or any portion of the Property is taken under the power of eminent domain or sold under
the threat of that power (all of which are called “Condemnation”), this Lease shall terminate as to
the part taken or sold on the date the condemning authority takes title or possession, whichever
occurs first. If more than twenty percent (20%) of the floor area of the Building is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning authority takes title or
possession, by delivering written notice to the other within ten (10) days after receipt of written
notice of such taking (or in the absence of such notice, within ten (10) days after the condemning
authority takes title or possession). If neither Landlord nor Tenant terminates this Lease, this
Lease shall remain in effect as to the portion of the Property not taken, except that the Base Rent
and Additional Rent shall be reduced in proportion to the reduction in the floor area of the
Property. Landlord shall be entitled to receive the entire award or payment in connection
therewith, except that Tenant shall have the right to file any separate claim available to Tenant
for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by
Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving
expenses, so long as such claim does not diminish the award available to Landlord, its
ground lessor with respect to the real property or its lender, and such claim is payable
separately to Tenant. If this Lease is not terminated, Landlord shall repair any damage to the
Property caused by the Condemnation, except that Landlord shall not be obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority. If the severance damages
received by Landlord are not sufficient to pay for such repair and the shortfall is a material
amount, Landlord shall have the right to either terminate this Lease or make such repair at
Landlord’s expense without charge-back to Tenant.




			
	ARTICLE NINE ASSIGNMENT AND SUBLETTING	 	





     Section 9.01. Transfers. Tenant shall not, without the prior written consent of Landlord,
assign, mortgage, pledge, encumber or otherwise transfer, this Lease or any interest hereunder,
permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by
operation of law, or sublet the Property or any part thereof (all of the foregoing are hereinafter
sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or
sought to be made is hereinafter sometimes referred to as a “Transferee”). To request Landlord’s
consent to any Transfer requiring such consent under the provisions of this Article Nine,
Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the
proposed effective date of the Transfer, which shall not be less than thirty (30) days after the
date of delivery of the Transfer Notice, (ii) a description of the portion of the Property to be
transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the
consideration therefor, including a calculation of the “Transfer Premium,” as that term is defined
in Section 9.03 below, in connection with such Transfer, the name and address of the
proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the
proposed Transfer, including all existing operative documents to be executed to evidence such
Transfer or the agreements incidental or related to such Transfer, and (iv) current financial
statements of the proposed Transferee certified



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





by an officer, partner or owner thereof, and any
other information required by Landlord, which will enable Landlord to determine the financial
responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s
business and proposed use of the Subject Space, and such other information as Landlord may
reasonably require. Any Transfer requiring but made without Landlord’s prior written consent
shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option,
constitute a material default by Tenant under this Lease. Whether or not Landlord shall grant
consent, Tenant shall pay Landlord’s review and processing fees, as well as any reasonable legal
fees incurred by Landlord in connection with such review, within thirty (30) days after written
request by Landlord, subject to the provisions of Section 12.02 below.




     Section 9.02. Landlord’s Consent. Landlord shall not unreasonably withhold its consent to any
proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer
Notice. The parties hereby agree that it shall be reasonable under this Lease and under any
applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the
following apply, without limitation as to other reasonable grounds for withholding consent:



          9.02.1 The Transferee’s character or reputation is significantly less prestigious than that of
the Tenant;




          9.02.2 The Transferee’s business or use of the Subject Space is not permitted under this
Lease;




          9.02.3 The Transferee is not a party of reasonable financial worth and/or financial stability
in light of the responsibilities involved under this Lease on the date consent is requested;




          9.02.4 The terms of the proposed Transfer will allow the Transferee to exercise a right of
renewal, right of expansion, right of first offer, purchase option or other similar right held by
Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right).




          If Landlord consents to any Transfer pursuant to the terms of this Section 9.02 (and
does not exercise any recapture rights Landlord may have under Section 9.04 of this Lease),
Tenant may within one hundred eighty (180) days after Landlord’s consent, but not later than the
expiration of such 180-day period, enter into such Transfer of the Property or portion thereof,
upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished
by Tenant to Landlord pursuant to Section 9.01 of this Lease.




     Section 9.03. Transfer Premium. In the event of a Transfer requiring Landlord’s consent, if
Landlord consents to such a Transfer, as a condition thereto which the parties hereby agree is
reasonable, Tenant shall pay to Landlord as and when received from the Transferee fifty percent
(50%) of any “Transfer Premium,” as that term is defined in this Section 9.03, received by
Tenant from such Transferee. “Transfer Premium” shall mean
(a) all rent, additional rent or other consideration payable by such Transferee in excess of
the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis
if less than all of the Property is transferred, less (b) Tenant’s actual, necessary, and
reasonable cost of effecting the Transfer, including, without limitation, brokerage fees,
attorneys’ fees, subtenant allowances and concessions, and permit, insurance, and construction
costs. “Transfer Premium” shall also include, but not be limited to, key money and bonus money
paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair
market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory,
equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.



     Section 9.04. Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary
contained in this Article Nine, Landlord shall have the option, by giving written notice to
Tenant within thirty (30) days after receipt of any Transfer Notice, to recapture the Subject
Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject
Space as of the effective date of the proposed Transfer until the last day of the term of the
Transfer as set forth in the Transfer Notice. In the event of a recapture by Landlord, if this
Lease shall be canceled with respect to less than the entire Property, the Rent reserved herein
shall be prorated on the basis of the number of rentable square feet retained by Tenant in
proportion to the number of rentable square feet contained in the Property, and this Lease as so
amended shall continue thereafter in full force and effect, and upon request of either party, the
parties shall execute written confirmation of the same. In the event of a recapture, Landlord may,
if it elects, enter into a new lease covering the Subject Space with the intended Transferee on
such terms as Landlord and such person or entity may agree or enter into a new lease covering the
Subject Space with any other person or entity; in such event, Tenant shall not be entitled to any
portion of the Transfer Premium, if any, which Landlord may realize on account of such termination
and reletting. Notwithstanding any language to the contrary in this Article Nine, prior to
delivery of a Transfer Notice, Tenant may provide Landlord with



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





notice of Tenant’s intention to
pursue a possible Transfer involving a sublease of all or a portion of the Property or an
assignment of Tenant’s interest in this Lease (“Preliminary Transfer Notice”). The Preliminary
Transfer Notice shall include a description of the nature of the contemplated Transfer and a
request that Landlord indicate within twenty (20) days following Landlord’s receipt of the
Preliminary Transfer Notice (or within twenty (20) days following Landlord’s receipt from Tenant of
any additional information reasonably requested in writing by Landlord with respect to the
contemplated Transfer) whether Landlord intends to exercise its right of recapture as contained in
this Section 9.04 in the event Tenant provides Landlord with a Transfer Notice. If
Landlord fails to timely respond to the inquiry contained in the Preliminary Transfer Notice,
Landlord is deemed to have expressed an intention to exercise its recapture right. If Landlord
notifies Tenant of its intention not to exercise its recapture right (“Landlord’s Intention
Notice”), Tenant will be entitled to pursue a proposed Transfer free of any risk of recapture by
Landlord as long as Tenant delivers a Transfer Notice to Landlord within one hundred twenty (120)
days following Tenant’s receipt of Landlord’s Intention Notice.




     Section 9.05. Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and
conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such
consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii)
Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all
documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant
shall furnish upon Landlord’s request a complete statement, certified by an independent certified
public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of
any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer
relating to this Lease or agreement entered into with respect thereto, whether with or without
Landlord’s consent, shall relieve Tenant or any guarantor of Tenant’s obligations under this Lease
from liability under this Lease; provided, however, that if a Transferee has a minimum tangible net
worth (as determined according to generally accepted accounting principles, consistently applied)
of Fifty Million Dollars ($50,000,000), then Landlord shall release Tenant from any future
liability under this Lease. Landlord or its authorized representatives shall have the right at all
reasonable times to audit the books, records and papers of Tenant relating to any Transfer and
relevant to the determination of the existence of any Transfer Premium, and shall have the right to
make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated,
Tenant shall, within thirty (30) days after demand, pay the deficiency, and if the deficiency is
understated by more than seven percent (7%), Tenant shall also pay Landlord’s costs of such audit
not to exceed Two Thousand Five Hundred Dollars ($2,500.00).



     Section 9.06. Additional Transfers. For purposes of this Lease, the term “Transfer” shall
also include: (i) if Tenant is a partnership, the cumulative withdrawal or change, voluntary,
involuntary or by operation of law, of fifty percent (50%) or more of the partners, or the
cumulative transfer of fifty percent (50%) or more of partnership interests, within a twelve
(12)-month period, or the dissolution of the partnership without immediate reconstitution thereof;
(ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded
through an exchange or over the counter), (A) the dissolution, merger, consolidation or other
reorganization of Tenant, (B) the sale or other transfer of
more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to
immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the
sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the
value of the unencumbered assets of Tenant within a twelve (12) month period; and (iii) if Tenant
is a limited liability company, any cumulative transfer of more than fifty percent (50%) of the
membership interests. If Tenant is a corporation whose stock is publicly held and traded through
an exchange or over the counter, no sale or other transfer of the stock is a Transfer within the
meaning of this Article Nine. In addition to those types of Transfers specified above in
this Article Nine, any use of the Property by an individual or entity other than Tenant,
whether pursuant to a license or concession, or otherwise, shall be deemed a Transfer requiring
Landlord’s consent; provided, however, that the use of any portion of the Property by Tenant and a
third party as part of a partnering, co-development or similar arrangement or association in the
ordinary course of Tenant’s business in the development of drugs shall not constitute a Transfer
under this Lease. Notwithstanding any language to the contrary in this Article Nine,
Landlord agrees not to withhold its consent to any proposed assignment of Tenant’s leasehold
interest in the Property to a lender as security, whether such proposed assignment is in the form
of a leasehold deed to secure debt, leasehold mortgage, or otherwise; provided, however, that the
granting of such consent is expressly conditioned on the full execution and delivery of a consent
agreement containing terms and conditions reasonably acceptable to Landlord, Landlord’s lender,
Tenant and Tenant’s lender.



     Section 9.07. Tenant Affiliate. Notwithstanding anything to the contrary contained in
Section 9.01 of this Lease, a Transfer of all or a portion of the Property to an affiliate
of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) or
to any corporation or other entity resulting from a merger or restructuring of or consolidation
with Tenant (collectively, “Tenant Affiliate”), shall not be deemed a Transfer under Article
Nine for which (a) consent is required, or (b) any Transfer Premium is payable, provided that:
(i) Tenant immediately notifies Landlord of



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





any such Transfer; (ii) promptly supplies Landlord with
any documents or information requested by Landlord regarding such Transfer; (iii) if such Transfer
is an assignment, Tenant Affiliate assumes in writing all of Tenant’s obligations under this Lease;
and (iv) such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease.
“Control,” as used herein, shall mean the ownership, directly or indirectly, of at least fifty-one
percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary
direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person
or entity. The right of a Tenant Affiliate to exercise a renewal Option, the First Refusal Right
(defined below), Expansion Option (defined below), or Purchase Option (defined below) shall be
governed by the other provisions of this Lease dealing with such options and rights.




     Section 9.08. Transfer Involving Sublease. Every Transfer in the form of an approved sublease
transaction shall be evidenced by a written sublease (the “Sublease”) between Tenant and the
subtenant (“Subtenant”). The Sublease or, where applicable, Landlord’s written consent required
under Section 9.01 above, to which Tenant and Subtenant shall be parties (the “Consent”),
shall comply with the following requirements:



          (i) The form of the Sublease, and the terms and conditions thereof, shall be subject to
Landlord’s approval, which shall be granted or withheld in Landlord’s reasonable discretion.




          (ii) The Sublease shall be subject to, and shall incorporate by reference, all of the terms
and conditions of this Lease, except those terms and conditions relating to Base Rent, Additional
Rent, and any other amount due under this Lease. Subtenant shall acknowledge in the Sublease or
Consent that it has reviewed and agreed to all of the terms and conditions of this Lease.
Subtenant shall agree in the Sublease or Consent not to do, or fail to do, anything that would
cause Tenant to violate any of its obligations under this Lease.




          (iii) The Sublease or Consent shall require that: (1) Subtenant shall have no right to
exercise any option to extend the Lease Term or exercise the First Refusal Right, or Purchase
Option, or Expansion Option (or any similar rights) granted to Tenant in this Lease; and (2) the
Sublease shall require Tenant to agree that it shall neither exercise on behalf of, nor assign to,
Subtenant any such options or rights. Nothing in this Section 9.08(iii) shall abrogate
Tenant’s right to exercise any such rights and options for its own account, regardless of the
existence of any such Sublease.




          (iv) The Sublease or Consent shall contain, in full, any use restrictions or other provisions
of this Lease that affect the use of the Property, and any other provisions that Landlord otherwise
requires be contained in the Sublease.




          (v) The Sublease or Consent shall contain a waiver of subrogation against Landlord and shall
require Subtenant’s insurance policies to acknowledge such a waiver of subrogation.




          (vi) The Sublease or Consent shall prohibit a sub-subletting of the Property or the assignment
of the Sublease by Subtenant, without first obtaining Landlord’s consent, which consent may be
granted or withheld in Landlord’s sole and absolute discretion.




          (vii) The Sublease or Consent shall require Subtenant, acting through Tenant, to obtain
Landlord’s prior written consent to any alterations to the Property, to the extent Tenant is
required by this Lease to obtain such consent.




          (viii) The Sublease or Consent shall require: (1) Subtenant to send Landlord copies of any and
all notices concerning the Property that Subtenant is obligated to provide to Tenant; and (2)
Tenant to send Landlord copies of any and all notices concerning the Property that Tenant is
obligated to provide to Subtenant.




          (ix) The Sublease or Consent shall provide that, at Landlord’s option, the Sublease shall not
terminate in the event that this Lease terminates. The Sublease or Consent shall require Subtenant
to execute an attornment agreement, if Landlord, in its sole and absolute discretion, shall elect
to have the Sublease continue beyond the date of termination of this Lease. Such attornment
agreement shall be in form and content acceptable to Landlord pursuant to which Subtenant confirms
it is in direct privity of contract with Landlord and that all obligations owed to Tenant under the
Sublease shall become obligations owed to Landlord for the balance of the term of the Sublease.




          (x) The Sublease or Consent shall provide that unless and until such time as an attornment
agreement is executed by Subtenant pursuant to the terms and conditions of the preceding subsection
(ix), nothing




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





contained in the Sublease shall create or shall be construed or deemed to create
privity of contract or privity of estate between Landlord and Subtenant.




          (xi) The Sublease or Consent shall provide that Subtenant shall have no right (and shall waive
any rights it may have) to hold Landlord responsible for any liability in connection with the
Property, including, without limitation, any liability arising from the noncompliance with any
federal, state, or local laws applicable to the Property.




          (xii) The Sublease or Consent shall provide that: (1) Nothing in the Sublease shall amend or
shall be construed or deemed to amend this Lease; and (2) Tenant and Subtenant shall not amend the
Sublease, without Landlord’s prior written consent.




          (xiii) The Sublease or Consent shall contain such other terms as Landlord may reasonably
require.




     Section 9.09. No Merger. No merger shall result from Tenant’s sublease of the Property under
this Article Nine, Tenant’s surrender of this Lease or the termination of this Lease in any
other manner. In any such event, Landlord may terminate any or all subtenancies or succeed to the
interest of Tenant as sublandlord under any or all subtenancies.



     Section 9.10. Tenant’s Indemnity. If Landlord shall withhold its consent to any proposed
assignment or subletting in conformance with Landlord’s rights under this Article Nine, or
if Landlord shall exercise its recapture right in Section 9.04 above, Tenant shall
indemnify, defend, and hold harmless Landlord (and Landlord’s affiliates, agents, and employees,
and their affiliates) from and against any and all loss, liability, damages, costs and expenses
(including attorneys’ fees) resulting from any claims that may be made against Landlord by the
proposed assignee or subtenant or by any brokers or other persons claiming a commission or similar
compensation in connection with the proposed assignment or subletting based on Landlord’s proper
withholding of its consent to such Transfer.




			
	ARTICLE TEN DEFAULTS; REMEDIES	 	





     Section 10.01. Covenants and Conditions. Tenant’s performance of each of Tenant’s obligations
under this Lease is a condition as well as a covenant. Tenant’s right to continue in possession of
the Property is conditioned upon such performance. Time is of the essence in the performance of
all covenants and conditions.



     Section 10.02. Defaults. Tenant shall be in material default under this Lease (an “Event of
Default”):



          (a) If Tenant abandons the Property;




          (b) If Tenant fails to pay Rent or any other charge when due and does not cure such failure
within five (5) business days after receipt of written notice thereof; provided, however, that
Landlord shall not be obligated to provide more than two (2) such notices in any consecutive
12-month period;




          (c) If Tenant fails to perform any of Tenant’s non-monetary obligations under this Lease for a
period of thirty (30) days after written notice from Landlord; provided that if more than thirty
(30) days are required to complete such performance, Tenant shall not be in default if Tenant
commences such performance within the thirty (30) day period and thereafter diligently pursues its
completion. However, Landlord shall not be required to give such notice if Tenant’s failure to
perform constitutes a non-curable breach of this Lease. The notice required by this paragraph is
(i) intended to satisfy any and all notice requirements imposed by law on Landlord and is not in
addition to any such requirement, and (ii) not intended to extend the time for Tenant’s performance
if a shorter period of time for performance is expressly provided in this Lease.




          (d) (i) If Tenant makes a general assignment or general arrangement for the benefit of
creditors; (ii) if a bankruptcy petition is filed by or against Tenant and is not dismissed within
thirty (30) days; (iii) if a trustee or receiver is appointed to take possession of substantially
all of Tenant’s assets located at the Property or of Tenant’s interest in this Lease and possession
is not restored to Tenant within thirty (30) days; or (iv) if substantially all of Tenant’s assets
located at the Property or of Tenant’s interest in this Lease is subjected to attachment, execution
or other judicial seizure which is not discharged within thirty (30) days. If a court of competent
jurisdiction determines that any of the acts described in this subparagraph (d) is not a default
under this Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant’s interest hereunder, then Landlord shall
receive, as




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA







 











 




Additional Rent, the excess, if any, of the rent (or any other consideration) paid in connection
with such assignment or sublease over the rent payable by Tenant under this Lease.




          (e) If any future guarantor of this Lease revokes or otherwise terminates, or purports to
revoke or otherwise terminate, any guaranty of all or any portion of Tenant’s obligations under
this Lease. Unless otherwise expressly provided, no guaranty of this Lease is revocable.




     Section 10.03. Remedies. Upon the occurrence of any Event of Default, Landlord may at its
option pursue any one or more of the following remedies, and any and all other rights or remedies
accruing to Landlord by law or otherwise, without any notice or demand to the extent permitted by
applicable law:



          (a) Commence dispossessory proceedings with or without the termination of this Lease. Tenant
shall remain liable for the payment of all rents accruing after any writ of possession as to the
Property is issued to Landlord.




          (b) Commence proceedings against Tenant for all amounts owed by Tenant to Landlord, whether as
Base Rent, Additional Rent, damages or otherwise.




          (c) Terminate the Lease, in which event Tenant shall immediately surrender the Property to
Landlord, and in such event Landlord shall have the right to institute legal action against Tenant
to recover the amount of all loss and damage recoverable under Georgia law which Landlord may
suffer by reason of such breach by Tenant.




          (d) Upon any termination of Tenant’s right to possession only, without termination of the
Lease, Landlord may, at Landlord’s option, enter into the Property, remove Tenant’s signs and other
evidences of tenancy, and take and hold possession thereof as provided below, without such entry
and possession terminating the Lease or releasing Tenant, in whole or in part, from any obligation,
including Tenant’s obligation to pay rent, including any amounts treated as Additional Rent,
hereunder for the full Lease Term. In any such case, Landlord may relet the Property on behalf of
Tenant for such term or terms (which may be greater or less than the period which would otherwise
have constituted the balance of the Lease Term) and on such terms and conditions (which may include
concessions of free rent and alteration, repair and improvement of the Property) as Landlord, in
its sole discretion, may determine and receive directly the rent by reason of the reletting.
Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of any reletting
of the Property. In no event shall Tenant be entitled to any rentals received by Landlord in
excess of the amounts due by Tenant hereunder. Tenant further agrees to reimburse Landlord upon
demand for any expenditures made by it for remodeling or repairing in order to relet the Property
and for all other expenses incurred in connection with such reletting (including, without
limitation, attorney’s fees and brokerage commissions). Landlord shall have no obligation to relet
the Property or any part thereof and shall in no event be liable for failure to relet the Property
or any part thereof or, in the event of any such reletting, for refusal or failure to collect any
rent due upon such reletting. No such refusal or failure shall operate to relieve Tenant of any
liability under this Lease. Tenant shall instead remain liable for all rent and for all such
expenses.




          (e) Enter upon and take possession of the Property, without being liable for prosecution of
any claim for damages or for trespass or other tort.




          (f) Do or cause to be done whatever Tenant is obligated to do under the terms of this Lease,
in which case Tenant agrees to reimburse Landlord on demand for any and all costs or expenses which
Landlord may thereby incur. Tenant agrees that Landlord shall not be liable for any damages
resulting to Tenant from effecting compliance with Tenant’s obligations under this Lease, whether
caused by the negligence of Landlord or otherwise, except that Tenant shall not be liable for
damages arising from Landlord’s gross negligence or willful misconduct.




          (g) Enforce the performance of Tenant’s obligations hereunder by injunction or other equitable
relief (which remedy may be exercised upon any breach or default or any threatened breach or
default of Tenant’s obligations hereunder).




          (h) With or without terminating this Lease, declare the difference, if any, between (i) the
entire amount of the Base Rent and Additional Rent which would become due and payable during the
remainder of the Lease Term, and the amount of any rental abated during any free rent period,
discounted to present value using a discount rate equal to the Prime Rate in effect as of the date
of such declaration, and (ii) the fair rental value of the Property during the remainder of the
Lease Term (taking into account, among other factors, the anticipated duration of the period the
Property will be unoccupied prior to reletting and the anticipated cost of reletting the Property),
also discounted to present value




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




using a discount rate equal to the Prime Rate in effect as of the date of such declaration, to
be due and payable immediately, in which event such sum shall be due and payable immediately and
Tenant agrees to pay the same at once, together with all Base Rent and Additional Rent and other
sums then due, at the office of Landlord at the address set forth in Section 1.02 of this
Lease; it being understood and agreed that such payment shall be and constitute Landlord’s
liquidated damages, Landlord and Tenant acknowledging and agreeing that it is difficult or
impossible to determine the actual damages Landlord would suffer from Tenant’s breach hereof and
that the agreed upon liquidated damages are not punitive or penalties and are just, fair and
reasonable, all in accordance with O.C.G.A. 13-6-7. As used in this Section 10.03, “Prime
Rate” means the rate of interest published from time-to-time by The Wall Street Journal and
designated as such in the “Money Rates” section of such publication.




     Section 10.04. Termination. If Landlord properly elects to terminate this Lease as a result
of a Tenant default, Tenant shall be liable to Landlord for all damages resulting therefrom, which
shall include, without limitation, all costs, expenses and fees, including reasonable attorneys’
fees that Landlord incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to this Lease; the obtaining of
relief from any stay in bankruptcy restraining any action to evict Tenant; or the pursuing of any
action with respect to Landlord’s right to possession of the Property. All such damages suffered
(apart from Base Rent and other rent payable hereunder) shall constitute pecuniary damages that
must be reimbursed to Landlord prior to assumption of this Lease by Tenant or any successor to
Tenant in any bankruptcy or other proceeding.



     Section 10.05. Cumulative Remedies. Landlord’s exercise of any right or remedy shall not
prevent it from exercising any other right or remedy.



     Section 10.06. Surrender. No act or thing done by Landlord or its agents during the Lease
Term shall be deemed an acceptance of a surrender of the Property, and no agreement to accept a
surrender of the Property shall be valid unless made in writing and signed by Landlord.



     Section 10.07. Removal of Tenant’s Property. All furniture, equipment, and other personal
property of Tenant not removed from the Property upon the abandonment thereof following an Event of
Default by Tenant or upon the termination of this Lease for any cause whatsoever shall conclusively
be deemed to have been abandoned by Tenant, and may be appropriated, sold, stored, destroyed or
otherwise disposed of by Landlord without notice to Tenant and without obligation to account
therefor. Tenant shall reimburse Landlord for all reasonable expenses incurred in connection with
the disposition of such personal property. Landlord, upon presentation of evidence of a third
party’s claim of ownership or security interest in any such abandoned property, may turn over such
property to the third party claimant without any liability to Tenant.



     Section 10.08. Consequential Damages. Notwithstanding anything to the contrary contained in
this Lease, nothing in this Lease shall impose any obligations on Tenant and Landlord to be
responsible or liable for, and each hereby releases the other from all liability for, punitive or
exemplary damages, or for consequential damages other than those consequential damages incurred by
Landlord in connection with (a) the holdover of the Property by Tenant after the expiration or
earlier termination of this Lease, (b) Environmental Damages suffered by Landlord resulting from
the activities and negligence of the Tenant Group relating to the Property (but expressly excluding
any such damages arising from the presence of Pre-existing Hazardous Materials).



     Section 10.09. Subordination of Landlord’s Statutory or Other Lien Rights. At Tenant’s
written request, Landlord agrees to subordinate any statutory or other lien rights available to
Landlord to the rights of any lender of Tenant with respect to any inventory, fixtures, machinery,
equipment, accessions, furnishings, modular improvements and other such personal property located
in or on the Property and all proceeds therefrom (collectively, the “Personal Property”), by
execution of a subordination agreement containing terms acceptable to such lender and Landlord,
including, without limitation:



          (a) An acknowledgement by Landlord that any claims that such lender may have against or with
respect to such Personal Property are superior to any lien or claim of any nature of Landlord with
respect thereto for so long as Tenant’s indebtedness to such lender remains unsatisfied;




          (b) The agreement of Landlord that, as between Landlord and such lender, such lender may
remove from the Property any or all of the Personal Property owned by such lender or in which such
lender holds a security interest within a specified period of time, as long as such lender is
responsible for (i) any damage to the Property caused by such




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




removal of the Personal Property, and (ii) the payment of Base Rent (without any holdover
premium) and Additional Rent for the period from the date which is ten (10) business days following
receipt of Landlord’s written notice providing that Tenant’s right of possession with respect to
the Property has been terminated (and specifying that such lender’s right to remove the Personal
Property in which such lender has an interest will be conditioned on the payment of rent unless
such removal is completed within ten (10) business days) until removal of the Personal Property is
completed; and




          (c) Such other terms and provisions, not inconsistent with the above terms and conditions or
Landlord’s rights under this Lease, as such lender and Landlord may reasonably require, including
but not limited to liability insurance and indemnity provisions reasonably acceptable to Landlord.




     Section 10.10. Repayment of “Free” Rent. If this Lease provides for a postponement of any
monthly rental payments, a period of “ free” rent or other rent concession, such postponed rent or
“free” rent is called the “Abated Rent.” Tenant shall be credited with having paid all of the
Abated Rent on the expiration of this Lease Term only if Tenant has fully, faithfully, and
punctually performed all of Tenant’s obligations hereunder, including the payment of all rent
(other than the Abated Rent) and all other monetary obligations and the surrender of the Property
in the physical condition required by this Lease. Tenant acknowledges that its right to receive
credit for the Abated Rent is absolutely conditioned upon Tenant’s full, faithful and punctual
performance of its obligations under this Lease. Upon an Event of Default, the then unamortized
portion (amortized using a straight-line method over the initial Lease Term) of the Abated Rent
shall immediately become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession.



     Section 10.11. Repayment of Tenant Improvement Allowance. If Landlord agrees, pursuant to the
terms and provisions of Article Fourteen of this Lease, to provide Tenant with a Tenant
Improvement Allowance, then Tenant agrees to immediately pay Landlord the unamortized amount of
such Tenant Improvement Allowance (based on straight-line amortization over the initial Lease Term)
in the event this Lease is terminated as the result of an Event of Default under Section
10.02 of this Lease. The provisions of this Section 10.11 shall not in any way limit
or abrogate the remedies available to Landlord elsewhere in this Lease on account of a default by
Tenant.



ARTICLE ELEVEN PROTECTION OF LENDERS




     Section 11.01. Subordination. This Lease is subject and subordinate to all present and future
ground or underlying leases of the Project or Property, and to the lien of any mortgages or trust
deeds, now or hereafter in force against the Project or Property, and to all renewals, extensions,
modifications, consolidations and replacements thereof, and to all advances made or hereafter to be
made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or
trust deeds, or the lessors under such ground lease or underlying leases, require in writing that
this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the
election becomes effective. Tenant covenants and agrees in the event any proceedings are brought
for the foreclosure of any such mortgage or trust deed, or if any ground or underlying lease is
terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any
such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if
so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the
landlord under this Lease, provided such lienholder or purchaser or ground lessor shall agree to
accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and
observes and performs all of the terms, covenants and conditions of this Lease to be observed and
performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any
lienholder. Tenant shall, within fifteen (15) days following written request by Landlord, execute
such further instruments or assurances in the form attached hereto as Exhibit “B” or such
other form as is then reasonably required by Landlord’s lender and reasonably acceptable to Tenant
(an “SNDA”) to evidence or confirm the subordination or superiority of this Lease to any such
mortgages, trust deeds, ground leases or underlying leases, and if Tenant fails to do so timely,
such failure shall constitute a material Event of Default under this Lease without any further
notice or opportunity to cure. Tenant waives the provisions of any current or future statute, rule
or law which may give or purport to give Tenant any right or election to terminate or otherwise
adversely affect this Lease and the obligations of the Tenant hereunder in the event of any
foreclosure proceeding or sale. Tenant shall not be required to do anything required under this
Lease which is proscribed by the terms of any SNDA executed by Tenant at the request of Landlord.



     Section 11.02. Estoppel Certificates.



          (a) Upon Landlord’s written request, but no more than twice in a consecutive twelve (12) month
period, Tenant shall execute, acknowledge and deliver to Landlord a written statement, in the form
attached hereto as




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




Exhibit “C” or such other form as is then required by Landlord’s lender, certifying:
(i) that none of the terms or provisions of this Lease have been changed (or if they have been
changed, stating how they have been changed); (ii) that this Lease has not been cancelled or
terminated; (iii) the last date of payment of the Base Rent and other charges and the time period
covered by such payment; (iv) that to Tenant’s actual knowledge Landlord is not in default under
this Lease (or, if Landlord is claimed to be in default, stating why); and (v) such other factual
information with respect to Tenant or this Lease as Landlord may reasonably request or which any
prospective purchaser or encumbrancer of the Property may reasonably require. Tenant shall deliver
such statement to Landlord within fifteen (15) days after Landlord’s written request. Landlord may
give any such statement by Tenant to any prospective purchaser or encumbrancer of the Property.
Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.




          (b) If Tenant does not deliver such statement to Landlord within such ten (10) -day period,
Landlord, and any prospective purchaser or encumbrancer, may conclusively presume and rely upon the
following facts: (i) that the terms and provisions of this Lease have not been changed except as
otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except
as otherwise represented by Landlord; (iii) that not more than one month’s Base Rent or other
charges have been paid in advance; and (iv) that Landlord is not in default under this Lease. In
such event, Tenant shall be estopped from denying the truth of such facts.




     Section 11.03. Tenant’s Financial Condition. Within ten (10) days after written request from
Landlord, Tenant shall deliver to Landlord such financial statements, as Landlord reasonably
requires, to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In
addition, Tenant shall deliver to any lender designated by Landlord any financial statements
required by such lender to facilitate the financing or refinancing of the Property. Tenant
represents and warrants to Landlord that each such financial statement is a true and accurate
statement as of the date of such statement. All financial statements shall be confidential and
shall be used only for the purposes set forth in this Lease. Notwithstanding any language to the
contrary in this Section, Tenant need not provided Landlord or any lender designated by Landlord
with copies of Tenant’s financial statements so long as such current financial information
respecting Tenant is readily available to the public through filings with the U.S. Securities and
Exchange Commission.



ARTICLE TWELVE LEGAL COSTS




     Section 12.01. Legal Proceedings. If Tenant or Landlord shall be in breach or default under
this Lease, such party (the “Defaulting Party”) shall reimburse the other party (the
“Non-defaulting Party”) upon demand for any costs or expenses that the Non-defaulting Party incurs
in connection with any breach or default of the Defaulting Party under this Lease, whether or not
suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for
the negotiation of a settlement (to the extent provided in any such settlement agreement), and the
enforcement of rights under this Lease. Furthermore, if any action for breach of or to enforce the
provisions of this Lease is commenced, the court in such action shall award to the party in whose
favor a judgment is entered, a reasonable sum as attorneys’ fees and costs. The losing party in
such action shall pay such attorneys’ fees and costs. Tenant shall also indemnify Landlord against
and hold harmless Landlord (and Landlord’s affiliates, agents, employees, contractors, and their
affiliates) from all costs, expenses, demands and liability Landlord may incur if Landlord becomes
or is made a party to any claim or action (a) instituted by Tenant against any third party, or by
any third party against Tenant, or by or against any person holding any interest under or using the
Property by license of or agreement with Tenant; (b) for foreclosure of any lien for labor or
material furnished to or for Tenant or such other person at the request of Tenant or such other
person; or (c) necessary to protect Landlord’s interest under this Lease in a bankruptcy case, or
other proceeding under Title 11 of the United States Code, as amended, filed by or against Tenant.
Tenant shall defend Landlord against any such claim or action at Tenant’s expense with counsel
reasonably acceptable to Landlord.



     Section 12.02. Landlord’s Consent. Tenant shall pay Landlord’s reasonable attorneys’ fees
incurred in connection with Tenant’s request for (a) Landlord’s consent under Article Nine
(Assignment and Subletting) of this Lease, or in connection with any other act which Tenant
proposes to do and which requires Landlord’s consent, or (b) other Landlord action.
Notwithstanding the foregoing, Landlord’s attorneys’ fees shall not exceed Two Thousand Five
Hundred Dollars ($2,500.00) per request in connection with a proposed assignment or sublease in the
ordinary course of business, provided that Landlord’s standard consent form is used.



ARTICLE THIRTEEN BROKERS




     Landlord and Tenant hereby warrant to each other that they have had no dealings with any real
estate broker or agent in connection with the negotiation of this Lease, and that they know of no
other real estate broker or agent who is



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




entitled to a commission in connection with this Lease,
excepting only the real estate broker(s) or agent(s) named in Section 1.09 above (the
“Broker(s)”). Each party agrees to indemnify and defend the other party against and hold the other
party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and
costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any
leasing commission or equivalent compensation alleged to be owing on account of the indemnifying
party’s dealings with any real estate broker or agent, other than the Broker(s). Landlord hereby
discloses to Tenant that Landlord’s Broker is acting in this transaction as the agent of Landlord
exclusively, and Tenant hereby consents to Landlord’s Broker acting in such capacity.




ARTICLE FOURTEEN BUILDING AND TENANT IMPROVEMENTS




     Section 14.01. Building Shell Improvements. Subject to obtaining all necessary governmental
approvals (and subject to any changes mandated by the applicable governmental authorities as a
condition to obtaining such approvals), Landlord shall use commercially reasonable efforts to
construct the Building and the surrounding and associated improvements generally shown on the
attached Exhibit “A” (including the driveways to be located on the Property that shall
provide vehicular access to Oakley Industrial Boulevard) using Landlord’s customary materials,
methods, and means of construction, modified as required to construct in conformance with the
Building Shell Plans (as defined below), prior to the Estimated Building Shell Substantial
Completion Date, or as soon thereafter as is practicable (collectively, the “Building Shell
Improvements”). The Building Shell Improvements, which shall be constructed lien free (subject to
possible bona fide disputes that are resolved in due course) in a good and workmanlike manner in
accordance with all Applicable Laws, shall not include the Tenant Improvements (defined below).
The Building Shell Improvements shall be constructed according to those certain construction
drawings identified on the list attached as Exhibit “F” to this Lease (the “Base Building
Shell Plans”), as modified and supplemented by those preliminary drawings identified on the list
attached as Exhibit “G” to this Lease (and, subject to Section 6.05 above, the
final construction drawings to be prepared based on such preliminary drawings), plus all Change
Orders (as defined in Section 14.03) below for Building Shell Improvements approved by
Tenant (collectively, the “Modified Building Shell Plans”). The changes to the Base Building Shell
Improvements resulting from the modification and supplementation of the Base Building Shell Plans
by the Modified Building Shell Plans are herein referred to as the “Building Modifications.” The
Base Building Shell Plans, as modified by the Modified Building Shell Plans are collectively
referred to in this Lease as the “Building Shell Plans.” Landlord shall construct those portions
of the Building Shell Improvements described in the Base Building Shell Plans at no additional cost
or expense to Tenant other than the Rent payable under this Lease. The Building Shell Improvements
described in the Base Building Shell Plans are referred to herein as the “Base Building Shell
Improvements.” Tenant shall, within thirty (30) days following full execution and delivery of
this Lease, pay to Landlord in full the cost of the work described in the Modified Building Shell
Plans, attributable solely to the Building Modifications which is in the amount of Two Hundred
Ninety-one Thousand Three Hundred Twenty Dollars ($291,320.00) (the “Modification Costs”).
Tenant’s failure to timely pay the full amount of the Modification Costs shall constitute a Tenant
Delay. Tenant shall not be responsible for payment of any other Modification Costs, except
pursuant to Section 14.02 below. Neither Landlord nor Landlord’s Contractor shall be
responsible (but they agree to cooperate with Tenant if reasonably necessary, provided that any
such cooperation shall be at Tenant’s sole cost and expense), for tracking compliance with the
requirements for obtaining a possible LEED certification for the Building. Any such work related
to obtaining such LEED certification shall be performed by Tenant or Tenant’s consultants at
Tenant’s sole cost and expense.



     Section 14.02. Changes. Tenant may request a change to any part of the Building Shell
Improvements by providing written notice to Landlord in which Tenant specifies with particularity
the requested changes. Within ten (10) business days of Landlord’s receipt of Tenant’s request for
changes (“Changes”), Landlord shall review the Changes requested and notify Tenant in writing
(“Change Order”) of any increase or decrease in the cost of the Building Shell Improvements in such
reasonable detail as Tenant may request and the amount of any delay that would result from the
Change. Landlord agrees to competitively bid the Changes and that the cost of such Changes shall
be equal to Landlord’s contractor’s actual cost plus fifteen percent (15%), which shall cover
general conditions and overhead and profit and fees. Tenant shall approve or disapprove the Change
Order in writing before the expiration of three (3) business days following receipt of the Change
Order. Any failure to approve shall constitute a disapproval. Any and all Out-of-Pocket Costs,
fees and expenses reasonably incurred by Landlord relative to a Tenant-
approved Change Order to (a) evaluate a Tenant-requested Change, and (b) to change the
Building Shell Improvements and to incorporate the Changes into the Building Shell Improvements or,
the Tenant Improvements contemplated under the Change Order shall be expressly set forth in the
Change Order and shall be paid by Tenant as provided in Section 14.05 below.



     Section 14.03. Substantial Completion. If the Building Shell Improvements are not
Substantially Completed by the Estimated Building Shell Substantial Completion Date, because of a
Tenant Delay, then the Lease Commencement



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




Date shall be sixty (60) days following the date the
Building Shell Improvements would have been Substantially Completed but for any Tenant Delay,
subject to the provisions of Section 2.02 above. Tenant agrees that any Tenant Delay shall
be cumulative and shall not cause the Lease Commencement Date to be extended beyond what it
otherwise would have been in the absence of any Tenant Delay. For purposes of this Lease, the
Building Shell Improvements shall be Substantially Completed when (a) all of such improvements are
completed in accordance with the Building Shell Plans, except for minor items of work (e.g.,
pick-up, “punch list” work, etc.) that can be completed with only minor interference with
construction and installation of the Tenant Improvements, which shall be itemized on a punch list
and completed by Landlord within forty-five (45) days following the date of Substantial Completion
of the Building Shell Improvements, (b) the applicable governmental authority has conducted its
final inspection of all Building Shell Improvements, has provided its approval thereof, and has
issued a Temporary Certificate of Occupancy (if applicable and available), (c) the architect of
record (Randall Paulson) has delivered to Tenant its executed Certificate of Substantial
Completion, and (d) upon written notice from Landlord to Tenant of the foregoing, accompanied by a
copy of such Temporary Certificate of Occupancy (if applicable and available) and a copy of such
Certificate of Substantial Completion and granting Tenant possession and occupancy of the Building
Shell Improvements (“Substantially Completed” or “Substantial Completion” of the Building Shell
Improvements, or similar phrase).




     Section 14.04. Tenant Delay. As used in this Lease, “Tenant Delay” shall mean, in addition to
any Tenant Delay specifically described elsewhere in this Lease, any delay Landlord encounters in
the performance of Landlord’s obligations under this Lease arising from or related to any act or
omission of Tenant or its agents, employees, or contractors, including, without limitation, any
actual delay to the extent attributable to: (a) any Changes, including any delays arising from or
related to such Changes, whether or not within Tenant’s reasonable control; (b) any material
interference by Tenant with the construction of the Building Shell Improvements; (c) Tenant’s
request for long-lead items; (d) any material delays by Tenant in providing Landlord with
information requested by Landlord, or in providing consents or approvals required to be given by
Tenant, or in completing submittals or obtaining permits within the time periods agreed to by
Landlord and Tenant or as reasonably required by Landlord, including any delays in providing
Landlord with the final Modified Building Shell Plans; and (e) the Building Modifications, whether
or not within Tenant’s reasonable control (including, but not limited to, delays in obtaining
required utility services because of delays associated with the construction of additional
electrical substation capacity required for the Building Modifications or otherwise, or delays in
obtaining governmental approvals for the construction of the Building Modifications); provided
however, no such delay shall constitute a Tenant Delay unless Landlord shall have notified Tenant
in writing of the occurrence of a Tenant Delay and the reasons therefore within three (3) business
days following the date Landlord becomes aware or should have become aware of the occurrence of the
event or circumstance giving rise to the delay. Landlord confirms that the Building Modifications
will not create any Tenant Delay.



     Section 14.05. Tenant Improvements. Subject to the terms of the Tenant Work Letter attached
as Exhibit “H” to this Lease, Tenant shall, at Tenant’s sole cost and expense (except for
the Tenant Improvement Allowance to be provided by Landlord described in the Tenant Work Letter),
space design, engineer and construct all interior improvements for the Building necessary for the
conduct of Tenants business, including, but not limited to office improvements, that were not
included within the Building Shell Improvements (the “Tenant Improvements”).



     Section 14.06. Ownership of Improvements. During the Lease Term, the Base Building Shell
Improvements shall be the property of Landlord, the Building Modifications and the Tenant
Improvements and any other Tenant’s Alterations shall be the property of Tenant. The Building
Shell Improvements and the Tenant Improvements shall remain upon and be surrendered with the
Property upon the expiration or earlier termination of the Lease Term, subject to the other
provisions of this Lease respecting restoration of the Property and Tenant’s right to remove
certain personal property from the Property.



     Section 14.07. No Other Improvements. Consistent with Section 6.01 of this Lease,
except for the Building Shell Improvements and any unfinished “punch list” items, Landlord shall
have no liability or obligation for making any further alterations or improvements of any kind in
or about the Property.



     Section 14.08. Insurance Issues. Landlord agrees to cause its contractor to maintain Products
and Completed Operation Coverage insurance following Substantial Completion of the Building Shell
Improvements. Such coverage shall be maintained until the earlier to occur of: (a) five (5) years
following the Substantial Completion of the Building Shell Improvements, and (b) the Closing of
Escrow (as defined in Article Nineteen below).



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





ARTICLE FIFTEEN COMMUNICATIONS SERVICES




     Section 15.01. Tenant’s Rooftop Equipment. Notwithstanding the foregoing, with Landlord’s
prior written consent and subject to all applicable provisions of this Lease and applicable law,
Tenant may, at Tenant’s sole cost and expense, install energy-related improvements, including,
without limitation, solar panels, antennae, and related facilities and other equipment for the
provision of Communications Services (defined below) on the rooftop or in other portions of the
Property, but only if such equipment and facilities are solely limited to Tenant’s own use in the
conduct of its business from the Property (collectively, “Tenant’s Rooftop Equipment”). Tenant
shall be solely responsible for all costs and expenses related to the use and maintenance of
Tenant’s Rooftop Equipment, the removal of which upon the expiration or earlier termination of this
Lease shall be governed by Section 6.06 of this Lease. Tenant agrees that the use of
Tenant’s Rooftop Equipment shall in no way interfere with the operation and maintenance of any
existing communications equipment (including any communications equipment located in the Project
but not on the Property which may be the subject of a Communications Agreement (defined below) with
Landlord or an affiliate of Landlord), located in the Project, the Building, or any of the
Building’s systems. Tenant shall indemnify and hold harmless Landlord (and Landlord’s affiliates,
agents, employees, and their affiliates) from all expenses, costs, damages, losses, claims or other
expenses and liabilities arising from any such interference. If such interference occurs, Tenant
agrees to suspend use of Tenant’s Communications Equipment until the interference has been
corrected to the reasonable satisfaction of Landlord. Tenant shall be responsible for all costs
associated with any tests deemed necessary to resolve any and all interference caused by Tenant’s
Communications Equipment, or any use that is not permitted by this Article. If such interference
has not been corrected within twenty (20) days, Landlord may require Tenant to remove those
components of Tenant’s Communications Equipment causing such interference, or Landlord will enjoin
such interference at Tenant’s sole cost and expense. All operations by Tenant pursuant to this
Article shall be lawful and in compliance with all FCC rules and regulations. Also, any
installation of Tenant’s Rooftop Equipment shall be commenced and completed in full and strict
compliance with the requirement to use a third party contractor or subcontractor (selected from a
list of at least three (3) proposed by Landlord) for any work involving possible roof penetrations,
as set forth in Section 6.05 above. Regardless of any roof warranty or any repair
obligations of Landlord in this Lease, Tenant shall be solely responsible for the repair of any
leaks or other damage to the roof membrane resulting from the installation of any of Tenant’s
Rooftop Equipment. As used in this Article, “Communications Services” shall mean the
implementation, provision, facilitation and maintenance of voice, data, video or other
communication services (or any combination of the foregoing) including, without limitation: (a) the
provision and resale of point-to-point telephone communications (including dedicated long distance
service), (b) video communications service, (c) 800-number service, (d) telephone credit or debit
card service, (e) audio or video conferencing, paging, voice mail and message centers, (f) data
transmission service, (g) access to computer “internet” or other networked computer-based
communications, (h) satellite or cable television, (i) wideband digital networks, (j) security
services, and (k) provision of telephone, video communication or other telecommunication equipment
to consumers of such services; whether now existing or subsequently developed and however provided,
including, without limitation, wireless transmission and reception of communication signals. As
used in this Article, “Communications Agreements” shall mean easements, license agreements or
leases for the use of portions of the Project by commercial and other providers of
telecommunications services.



ARTICLE SIXTEEN MISCELLANEOUS PROVISIONS




     Section 16.01. Non-Discrimination. Tenant promises, and it is a condition to the continuance
of this Lease, that there will be no discrimination against, or segregation of, any person or group
of persons on the basis of race, color, sex, creed, national origin or ancestry in the leasing,
subleasing, transferring, occupancy, tenure or use of the Property or any portion thereof.



     Section 16.02. Landlord’s Liability; Certain Duties.



          (a) As used in this Lease, the term “Landlord” means only the current owner or owners of the
fee title to the Property or the leasehold estate under a ground lease of the Property at the time
in question. Each Landlord is obligated to perform the obligations of Landlord under this Lease
only during the time such Landlord
owns such interest or title. Any Landlord who transfers all of its title or interest in the
Property is relieved of all liability with respect to the obligations of Landlord under this Lease
to be performed on or after the date of transfer. However, each Landlord shall deliver to its
transferee all funds that Tenant previously paid if such funds have not yet been applied under the
terms of this Lease. Notwithstanding the above provisions of this Section 16.02(a), no
Landlord shall be relieved from liability hereunder upon the transfer of its title and interest in
the Property unless such Landlord shall have obtained from its




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




successor in title and interest such
successor’s written assumption of all of such transferring Landlord’s obligations under this Lease
to be performed on or after the date of such transfer.




          (b) Tenant shall give written notice of any failure by Landlord to perform any of its
obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under
any deed of trust encumbering the Property whose name and address have been furnished to Tenant in
writing. Landlord shall not be in default under this Lease unless Landlord (or such ground lessor,
mortgagee or beneficiary) fails to cure such non-performance within ten (10) days after receipt of
Tenant’s written notice with respect to monetary defaults (unless a longer period is expressly
provided elsewhere in this Lease), and within thirty (30) days after receipt of Tenant’s written
notice with respect to any non-monetary defaults. However, if such non-performance with respect to
any non-monetary default reasonably requires more than thirty (30) days to cure, Landlord shall not
be in default if such cure is commenced within such thirty (30)-day period and thereafter
diligently pursued to completion.




          (c) Notwithstanding any term or provision herein to the contrary, the liability of Landlord
for the performance of its duties and obligations under this Lease is limited to Landlord’s
interest in the Property and any proceeds thereof, and neither the Landlord nor its partners,
members, managers, shareholders, officers or other principals shall have any personal liability
under this Lease.




          (d) Except as otherwise expressly provided in Section 2.02 of this Lease, Tenant shall
have no right to terminate this Lease based on an uncured default by Landlord in the performance of
Landlord’s obligations under this Lease; provided, however, that Tenant may seek to recover from
Landlord an amount representing appropriate actual, compensatory damages for breach of contract
based on any such uncured default of Landlord, but not otherwise. Consistent with Section
10.08 above, in no event shall Tenant be permitted to recover consequential, punitive, or
exemplary damages from Landlord based on any such uncured default of Landlord, or otherwise.




          (e) With respect to any provision of this Lease which provides (or is held to provide) that
Landlord shall not unreasonably withhold any consent or approval, Tenant shall not be entitled to
make any claim for, and Tenant hereby expressly waives, any claim for damages, it being
acknowledged and agreed that Tenant’s sole right and exclusive remedy therefor shall be an action
for specific performance.




          (f) Notwithstanding any term or provision herein to the contrary, if (i) no Event of Default
on the part of Tenant exists, (ii) Tenant complies with the terms of this Section 16.02(f),
and (iii) such default has not been cured by Landlord within the time specified in Section
16.02(b) above of this Lease (following the initial written notice from Tenant) or within ten
(10) days following a second written notice from Tenant to Landlord specifying the nature of the
default, then Tenant shall have the right, within a reasonable period of time thereafter, to cure
such default for the account of the Landlord, and Landlord shall reimburse Tenant within thirty
(30) days of receipt of Tenant’s invoice for any actual, necessary, and reasonable amount paid to
cure such default. If the above conditions are satisfied, in the event of emergencies (i.e., where
necessary to prevent imminent injury to persons or material damage to property or to allow Tenant
to continue to operate its business on the Property), Tenant may cure a default by Landlord before
the expiration of the waiting period, but only after giving such written notice to Landlord
(including notice by facsimile transmission and email) as is practical under all of the
circumstances, containing the following: the nature of the emergency, a specific description of
the location and type of the item needing repair, and a statement that Tenant intends to
immediately undertake the repair. Assuming the above conditions are satisfied, Tenant shall only
have the right to do the minimum repair reasonably necessary to remedy such emergency, and Tenant
shall only use licensed contractors for any repairs done to the Property. If Tenant completes the
emergency repair in compliance with the provisions of this Section 16.02(f), then Landlord
agrees to reimburse Tenant for Tenant’s actual, reasonable, and documented Out-of-Pocket Costs
incurred, with such reimbursement to be made within thirty (30) days after Landlord’s receipt of an
itemized invoice. If Landlord owes a reimbursement obligation to Tenant pursuant to this
Section 16.02(f), whether an emergency or not, and fails to fulfill such obligation, then
Tenant shall be entitled to offset such amount against no more than twenty-five percent (25%) of
its monthly Additional Rent until such amount is paid in full, but not otherwise. Notwithstanding
the above, in the event Tenant has entered into an SNDA or like instrument with the holder of a
mortgage or deed of trust encumbering the
Property, Tenant shall not exercise any self-help right or any of the other remedies provided
above without first providing to such holder notice and an opportunity to cure, if so provided and
required in the SNDA.




     Section 16.03. Severability. A determination by a court of competent jurisdiction that any
provision of this Lease or any part thereof is illegal or unenforceable shall not cancel or
invalidate the remainder of such provision or this Lease, which shall remain in full force and
effect, and it is the intention of the parties that there shall be substituted for such



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




provision
as is illegal or unenforceable a provision as similar to such provision as may be possible and yet
be legal and enforceable.




     Section 16.04. Interpretation. The captions of the Articles or Sections of this Lease are to
assist the parties in reading this Lease and are not a part of the terms or provisions of this
Lease. Unless the context clearly requires otherwise, (i) the plural and singular numbers will
each be deemed to include the other; (ii) the masculine, feminine, and neuter genders will each be
deemed to include the others; (iii) “shall,” “will,” “must,” “agrees,” and “covenants” are each
mandatory; (iv) “may” is permissive; (v) “or” is not exclusive; and (vi) “includes” and “including”
are not limiting. In the event of a dispute between Landlord and Tenant over the interpretation of
this Lease, both parties shall be deemed to have been the drafter of this Lease, and any applicable
law that states that contracts are to be construed against the drafter shall not apply. In any
provision relating to the conduct, acts or omissions of Tenant, the term “Tenant” shall include
Tenant’s agents, employees, contractors, invitees, successors or others using the Property with
Tenant’s express or implied permission.



     Section 16.05. Incorporation of Prior Agreements; Modifications. This Lease is the only
agreement between the parties pertaining to the lease of the Property and no other agreements are
effective. All amendments to this Lease shall be in writing and signed by all parties. Any other
attempted amendment shall be void. All attached exhibits are hereby expressly incorporated into
this Lease by this reference.



     Section 16.06. Notices. All notices, demands, statements or communications (collectively,
“Notices”) given or required to be given by either party to the other hereunder shall be in
writing, shall be sent by United States certified or registered mail, postage prepaid, return
receipt requested, nationally-recognized commercial overnight courier, or delivered personally (i)
to Tenant at the appropriate address set forth in Section 1.03 above, except that upon
Tenant’s taking possession of the Property, the Property shall be Tenant’s address for notice
purposes, or (ii) to Landlord at the addresses set forth in Section 1.02 above. Landlord
and Tenant shall have the right to change its respective Notice address upon giving Notice to the
other party. Any Notice will be deemed given two (2) business days after the date it is mailed as
provided in this Section 16.06, or upon the date delivery is made, if delivered by an
approved courier (as provided above) or personally delivered. Consistent with the provisions of
Section 16.02(b) above, if Tenant is notified of the identity and address of Landlord’s
secured lender or ground or underlying lessor, Tenant shall give to such lender or ground or
underlying lessor written notice of any default by Landlord under the terms of this Lease by
registered or certified mail, and such lender or ground or underlying lessor shall be given the
same opportunity to cure such default as is provided Landlord under this Lease (unless such cure
period is extended pursuant to the terms of any agreement to which Tenant is a party or to which
Tenant consents in writing) prior to Tenant’s exercising any remedy available to Tenant. Notices
required hereunder may be given by either an agent or attorney acting on behalf of Landlord or
Tenant.



     Section 16.07. Waivers. The failure of Landlord to insist upon the strict performance, in any
of one or more instances, of any term, covenant or condition of this Lease shall not be deemed to
be a waiver by Landlord of such term, covenant or condition. No waiver by Landlord of any breach
by Tenant of any term, provision and covenant contained herein shall be deemed or construed to
constitute a waiver of any other or subsequent breach by Tenant of any term, provision or covenant
contained herein. Landlord’s acceptance of the payment of rent (or portions thereof) or any other
payments hereunder after the occurrence of and during the continuance of a default (or with
knowledge of a breach of any term or provision of this Lease which with the giving of notice and
the passage of time, or both, would constitute a default) shall not be construed as a waiver of
such default or any other rights or remedies of Landlord, including any right of Landlord to
recover the Property. Moreover, Tenant acknowledges and agrees that Landlord’s acceptance of a
partial rent payment shall not, under any circumstances (whether or not such partial payment is
accompanied by a special endorsement or other statement), constitute an accord and satisfaction.
Landlord will accept the check (or other payment means) for payment without prejudice to Landlord’s
right to recover the balance of such rent or to pursue any other remedy available to Landlord.
Forbearance by Landlord to enforce one or more of the remedies herein provided upon the occurrence
of a default shall not be deemed or construed to constitute a waiver of such default.



     Section 16.08. No Recordation. Tenant shall not record this Lease or any assignment or
security document pertaining to this Lease. Either Landlord or Tenant may require that a
memorandum of this Lease executed by both parties, substantially in the form of that attached as
Exhibit “K,” be recorded. The party requiring such recording shall pay all transfer taxes
and recording fees. Upon termination of the Lease, Landlord and Tenant agree, promptly at the
request of either party, to execute a mutually acceptable notice of termination or other
instrument, in recordable form, to evidence such termination of Tenant’s leasehold interest in the
Property. The party requesting such recording shall pay all recording fees.



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





     Section 16.09. Binding Effect; Choice of Law. This Lease binds any party who legally acquires
any rights or interest in this Lease from Landlord or Tenant. However, Landlord shall have no
obligation to Tenant’s successor unless the rights or interests of Tenant’s successor are acquired
in accordance with the terms of this Lease. The laws of the State in which the Property is located
shall govern this Lease, without regard to such State’s conflicts of law principles. Tenant hereby
knowingly, intentionally, and irrevocably agrees that Landlord may bring any action or claim to
enforce or interpret the provisions of this Lease in the State and County where the Property is
located, and that Tenant irrevocably consents to personal jurisdiction in such State for the
purposes of any such action or claim. Nothing in this Section 16.09 shall be deemed to
preclude or prevent Landlord from bringing any action or claim to enforce or interpret the
provisions of this Lease in any other appropriate place or forum. Tenant further agrees that any
action or claim brought by Tenant to enforce or interpret the provisions of this Lease, or
otherwise arising out of or related to this Lease or to Tenant’s use and occupancy of the Property,
regardless of the theory of relief or recovery and regardless of whether third parties are involved
in the action, may only be brought in the State and County where the Property is located, unless
otherwise agreed in writing by Landlord prior to the commencement of any such action.



     To the extent permitted by applicable law, in the interest of obtaining a speedier and less
costly adjudication of any dispute, Landlord and Tenant hereby knowingly, intentionally, and
irrevocably waive the right to trial by jury in any legal action, proceeding, claim, or
counterclaim brought by either of them against the other on all matters arising out of or related
to this Lease or the use and occupancy of the Property.



     Section 16.10. Corporate Authority; Partnership Authority; LLC Authority. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and warrants that he has
full authority to do so and that this Lease binds the corporation. Within thirty (30) days after
this Lease is signed, Tenant shall deliver to Landlord a certified copy of a resolution of Tenant’s
Board of Directors authorizing the execution of this Lease or other evidence of such authority
reasonably acceptable to Landlord. If Tenant is a partnership, each person or entity signing this
Lease for Tenant represents and warrants that he or it is a general partner of the partnership,
that he or it has full authority to sign for the partnership and that this Lease binds the
partnership and all general partners of the partnership. Tenant shall give written notice to
Landlord of any general partner’s withdrawal or addition. Within thirty (30) days after this Lease
is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded statement of partnership or
certificate of limited partnership. If Tenant is a limited liability company (LLC), each person or
entity signing this Lease for Tenant represents and warrants that he or it is a manager or member
of the LLC, that he or it has full authority to sign for the LLC and that this Lease binds the LLC.
Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certified
copy of a resolution of Tenant’s managers or members authorizing the execution of this Lease, or
other evidence of such authority reasonably acceptable to Landlord.



     Section 16.11. Intentionally Omitted.



     Section 16.12. Force Majeure. A “Force Majeure” event shall occur if Landlord or Tenant
cannot perform any of its obligations due to events beyond such party’s control (except with
respect to the obligations imposed with regard to Base Rent, Additional Rent and other charges to
be paid by Tenant pursuant to this Lease or any amounts payable by Landlord pursuant to this
Lease), and in such cases the time provided for performing such obligations shall be extended by a
period of time equal to the duration of such events. Events beyond Landlord’s or Tenant’s control
include, but are not limited to, acts of God, war, civil commotion, terrorist acts, fire, flood or
other casualty, government regulation or restriction, atypical waiting periods for obtaining
governmental permits or approvals, or atypical weather conditions. Landlord and Tenant, as a
condition precedent to being able to claim a Force Majeure delay, shall notify the other of the
occurrence of a Force Majeure event within five (5) business days after such occurrence. No
express reference in this Lease to a Force Majeure event shall create any inference that the terms
of this Section 16.12 do not apply with equal force in the absence of such an express
reference.



     Section 16.13. Counterparts. This Lease may be executed in counterparts and, when all
counterpart documents are executed, the counterparts shall constitute a single binding instrument.



     Section 16.14. Survival. All representations and warranties of Landlord and Tenant shall
survive the termination of this Lease.



     Section 16.15. Relationship of Parties. Nothing contained in this Lease shall be deemed or
construed by the parties hereto or by any third party to create the relationship of principal and
agent, partnership, joint venturer or any association between Landlord and Tenant, it being
expressly understood and agreed that neither the method of computation



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




of Rent nor any act of the
parties hereto shall be deemed to create any relationship between Landlord and Tenant other than
the relationship of landlord and tenant.




     Section 16.16. No Warranty. In executing and delivering this Lease, Tenant has not relied on
any representation, including, but not limited to, any representation whatsoever as to the amount
of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or
that Landlord is furnishing the same services to other tenants, at all, on the same level or on the
same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or
more of the exhibits attached hereto.



     Section 16.17. Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all
those claiming under Tenant, all rights now or hereafter existing to redeem by order or judgment of
any court or by any legal process or writ, Tenant’s right of occupancy of the Property after any
termination of this Lease.



     Section 16.18. Independent Covenants. This Lease shall be construed as though the covenants
herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly
waives the benefit of any statute or other law to the contrary and agrees that if Landlord fails to
perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or
perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts
owing hereunder against Landlord.



     Section 16.19. Confidentiality. Tenant agrees that the terms of this Lease are confidential
and constitute proprietary information of Landlord, and that disclosure of the terms hereof could
adversely affect Landlord. Tenant shall keep its partners, members, manager, officers, directors,
employees, agents, real estate brokers and sales persons and attorneys from disclosing the terms of
this Lease to any other person without Landlord’s prior written consent, except to any
accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax
returns, to agents or consultants of Tenant in connection with Tenant’s performance of its
obligations hereunder, to an assignee of this Lease or subtenant of the Property, or to a person to
whom disclosure is required in connection with any action brought to enforce this Lease;
provided, however, that Tenant shall inform such persons of the confidentiality of the
terms of this Lease and shall obtain their agreement to abide by the confidentiality provisions of
this Section prior to such disclosure. In the event Tenant is required to disclose this Lease or
any terms thereof to governmental agencies pursuant to applicable laws (including, without
limitation, any required disclosure under applicable securities laws, if so advised by Tenant’s
securities law counsel) Tenant shall, prior to making such disclosure, submit a written request to
the applicable authorities that the terms of this Lease (but not its existence) be exempt from such
disclosure requirements and take other actions reasonably necessary to avoid such disclosure
(including submission of a redacted version of the Lease in a form reasonably acceptable to
Landlord). If Landlord seeks to avoid such disclosure, Landlord shall prepare at Landlord’s sole
cost for Tenant’s use pursuant to this Section 16.19, the submission package for the
exemption request, including without limitation the lease redaction and any required explanation of
the reasons such redaction is necessary. Tenant shall provide Landlord with a copy of such request
and all related documents promptly following the submission thereof to the applicable authorities
and shall keep Landlord apprised of the status of such request and all responses thereto. Tenant
shall, in any event, provide Landlord with not less than ten (10) days notice prior to disclosing
this Lease or any term thereof to any court or governmental agency.



     Section 16.20. Revenue and Expense Accounting. Landlord and Tenant agree that, for all
purposes (including any determination under Section 467 of the Internal Revenue Code), rental
income will accrue to the Landlord and rental expenses will accrue to the Tenant in the amounts and
as of the dates rent is payable under this Lease.



     Section 16.21. Tenant’s Representations and Warranties. Tenant warrants and represents to
Landlord to its actual knowledge as follows, each of which is material and being relied upon by
Landlord:



          (a) Tenant and all persons and entities (i) owning (directly or indirectly) an ownership
interest in Tenant, (ii) whom or which are an assignee of Tenant’s interest in this Lease; or (iii)
whom or which are a guarantor of Tenant’s obligations under this Lease: (x) are not, and shall not
become, a person or entity with whom Landlord is restricted from doing business under regulations
of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including, but
not limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or
under any statute, executive order (including, but not limited to, the September 24, 2001 Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit,
or Support Terrorism), or other governmental action; (y) are not, and shall not become, a person or
entity with whom Landlord is restricted from doing business under the International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




regulations or orders
thereunder; and (z) are not knowingly engaged in, and shall not knowingly engage in, any dealings
or transaction or be otherwise associated with such persons or entities described in clauses (x) or
(y), above.




          (b) If Tenant is an entity, Tenant is duly organized, validly existing and in good standing
under the laws of the State of its organization, and is (or will be prior to taking possession of
the Property) qualified to do business in the State in which the Property is located, and the
persons executing this Lease on behalf of Tenant have the full right and authority to bind Tenant
without the consent or approval of any other person or entity. Tenant has full power, capacity,
authority and legal right to execute and deliver this Lease and to perform all of its obligations
hereunder. This Lease is a legal, valid and binding obligation of Tenant, enforceable in
accordance with its terms.




          (c) Tenant has not (1) made a general assignment for the benefit of creditors, (2) filed any
voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any
creditors, (3) suffered the appointment of a receiver to take possession of all or substantially
all of its assets, (4) suffered the attachment or other judicial seizure of all or substantially
all of its assets, (5) admitted in writing its inability to pay its debts as they come due, or (6)
made an offer of settlement, extension or composition to its creditors generally.



Tenant confirms that all of the above representations and warranties are true as of the date of
this Lease, and acknowledges and agrees that they shall survive the expiration or earlier
termination of this Lease.




     Section 16.22. Further Assurances. Except as otherwise expressly provided in this Lease,
Landlord and Tenant each will, at its own cost and expense, execute and deliver such further
documents and instruments and will take such other actions as may be reasonably required or
appropriate to carry out the intent and purposes of this Lease.



     Section 16.23. Heirs and Successors. The covenants and agreements of this Lease shall be
binding upon the heirs, legal representatives, successors and permitted assigns of the parties
hereto.



     Section 16.24. Registration of Pharmaceutical Facility Under Federal Food, Drug, and Cosmetic
Act. 21 U.S.C. Section 360 and the regulations promulgated thereunder, 21 CFR Section 207, require
that an owner or operator of a domestic facility that is engaged in the manufacturing, preparation,
propagation, compounding, or processing of a drug, drugs, a device, or devices must register the
facility with the Food and Drug Administration (the “FDA”) unless certain exemptions are met which
do not apply to Tenant. Tenant hereby agrees that it shall register the Property with the FDA and
that Landlord shall have no obligation to do so. Following Tenant’s registration, Tenant shall
provide Landlord with satisfactory evidence that it has registered the Property with the FDA within
the time required by law.



     Section 16.25. Attorneys’ Fees. Whenever the provisions of this Lease provide for any party
to pay another party’s attorneys’ fees and expenses, such obligation shall be construed to mean the
fees and expenses such party’s outside counsel actually incurred by such party at standard hourly
rates and not as a statutory percentage of amounts owed. Without limiting the generality of the
above, Tenant expressly waives the operation of O.C.G.A. Section 13-1-11, and Landlord and Tenant
both agree that the provisions of this Section 16.25 shall govern and control.



     Section 16.26. Standard of Conduct. Each of Landlord and Tenant agrees to act in a
commercially reasonable manner in connection with any approval or disapproval or other act or
omission required or contemplated in this Lease unless with respect to a particular matter this
Lease specifically provides that the approval or disapproval or other act or omission lies within
the sole discretion of such party.



     Section 16.27. Landlord’s Representations, Warranties and Covenants. Landlord represents,
warrants and covenants to Tenant to its actual knowledge as follows, each of which is material and
being relied upon by Tenant:



          (a) Landlord is duly organized, validly existing and in good standing under the laws of the
state of its organization, and is qualified to do business in the State in which the Property is
located, and the persons executing this Lease on behalf of Landlord have the full right and
authority to bind Landlord without the consent or approval of any other person or entity. Landlord
has full power, capacity, authority and legal right to execute and deliver this Lease and to
perform all of its obligations hereunder. This Lease is a legal, valid and binding obligation of
Landlord, enforceable in accordance with its terms.




          (b) Landlord has not (1) made a general assignment for the benefit of creditors, (2) filed any
voluntary petition in bankruptcy or suffered the filing of an involuntary petition by any
creditors, (3) suffered the




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




appointment of a receiver to take possession of all or substantially
all of its assets, (4) suffered the attachment or other judicial seizure of all or substantially
all of its assets, (5) admitted in writing its inability to pay its debts as they become due, or
(6) made an offer of settlement, extension or composition to its creditors generally.




          (c) Landlord is the record owner of the Property. Upon Substantial Completion of the Building
Shell Improvements, the Property will have access to the physically and publicly open adjacent
street known as Oakley Industrial Boulevard.




          (d) The Property is currently zoned M-1 which allows the development and construction of the
Building and the related improvements contemplated under this Lease and further allows the
operation by Tenant of its business consistent with the Permitted Uses.




          (e) Electricity, sewer, natural gas, water and phone will be made available to the Building in
connection with the construction of the Building Shell Improvements as follows:




     Electricity




A utility company (Georgia Power) transformer capable of providing 4000A at 480V will be
provided near the SW corner of the Building with 4” empty conduits stubbed into the
Building’s proposed switchgear room.  




     Sewer




An 8” ductile iron sewer line will be provided (stubbed within 5’ of Building) and connected
to the existing sanitary sewer system.




     Water




A 2” ductile iron domestic water line will be stubbed, valved and capped, which will provide
water service from the existing 12” ductile iron main at Oakley Industrial Blvd.




     Natural Gas




A utility company gas meter (rated for 5 psi) will be located at the Building.




     Telephone




Two (2) 4” empty conduits from the ROW at Oakley Industrial Blvd. will be stubbed into the
Building’s proposed switchgear room. Tenant, not Landlord, will order service directly from
telephone service provider. 




          (f) Landlord covenants not to (i) modify the zoning applicable to the Property in any manner
without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned, or
delayed, or (ii) for so long as the Purchase Option is in full force and effect but not otherwise,
further encumber the Property (other than the grant of a security deed and assignment of leases or
other similar instrument securing any financing for the Property or the Project, or the granting of
easements for utilities serving the Property, or the recording of any Declaration (defined below)),
without the prior written consent of Tenant, which shall not be unreasonably withheld, conditioned,
or delayed. It shall be unreasonable for Tenant to withhold any required consent if the proposed
encumbrance would not have a materially adverse effect on the marketable title of the Property or
Tenant’s Permitted Use.




          (g) Landlord agrees to cause the Property to be surveyed, a metes and bounds legal description
to be prepared based on such survey, and the Property subdivided into a separate legal parcel for
ad valorem tax purposes, inter alia, and Landlord and Tenant agree to execute an amendment to this
Lease incorporating the Property specific legal description promptly thereafter (collectively, the
“Property Subdivision”). The Property Subdivision will be
accomplished no later than the date which is sixty (60) days following Substantial Completion
of the Building Shell Improvements.




     Section 16.28. Landlord’s Access. Landlord acknowledges that the business to be conducted by
Tenant at the Property is proprietary and confidential in nature. Further, portions of such
business, as reasonably determined by Tenant, may need to be restricted to ensure protection from
contamination and/or compliance with FDA requirements. Accordingly, notwithstanding anything to
the contrary in this Lease, access to and inspection by Landlord of the Property shall in all
respects be subject to the following terms and conditions:



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





          (a) Landlord shall provide at least one (1) business day notice of its desire to access the
Property and any such access shall be accompanied by a representative of Tenant (but the absence of
a Tenant representative shall not preclude Landlord’s access);




          (b) All such acts as shall be conducted during normal business hours;




          (c) Landlord agrees to comply with certain reasonable rules and procedures adopted by Tenant
to ensure the confidentiality of Tenant’s proprietary information, to ensure that no critical
portions of the Property are subjected to contamination and to prevent any potential violation of
FDA requirements, provided that such rules and procedures are uniformly applies to all
similarly-situated parties seeking access to the Property; and




          (d) Notwithstanding the above, in the event of an emergency which is an immediate threat to
human life or the structural integrity of the Building, Landlord shall not be required to comply
with the procedures set forth in this Section 16.28 but shall in any event make every
effort to notify Tenant via telephone, facsimile and e-mail of the emergency and of its intention
to access the Property.




     Section 16.29. Survival of Tenant’s Option Rights. Tenant’s renewal Options under Section
2.05, the First Refusal Right under Article Seventeen, the Expansion Option under
Article Eighteen, and the Purchase Option under Article Nineteen are freely
transferable by Tenant (in connection an assignment of this Lease, but not a subletting of all or a
portion of the Property) to any Transferee which is a Tenant Affiliate of the Original Tenant or a
Tenant Affiliate within a series of Tenant Affiliates of the Original Tenant, but not otherwise.
Consistent with Section 9.08(iii) above, in the event of a Transfer to a such a Transferee
involving a Sublease, Tenant may continue to exercise such rights or options on its own account,
but such rights and options are not exercisable by the Transferee, as a Subtenant.



ARTICLE SEVENTEEN RIGHT OF FIRST REFUSAL




     Section 17.01. Landlord grants to Tenant the one-time right (the “First Refusal Right”) to
purchase the Property on and subject to the following terms and conditions. The First Refusal
Right shall be exercisable by Tenant on the express conditions that (a) at the time of the exercise
no Event of Default on the part of Tenant shall exist, and (b) Tenant has not been ten (10) or more
days late in the payment of recurring Rent more than a total of five (5) times during the Lease
Term.



     Section 17.02. Should Landlord receive from a prospective third-party purchaser a written
offer to purchase the Property which Landlord intends to accept (the “Third-Party Offer”), Landlord
agrees promptly to so notify Tenant in writing of the Third-Party Offer and provide Tenant with a
copy of the same (subject to any confidentiality restrictions contained in the Third-Party Offer).
Tenant shall have a period of five (5) business days after receipt of the notice by Tenant within
which to exercise the First Refusal Right (the “Acceptance Period”) by delivery to Landlord of
written notice of Tenant’s exercise on or before the last day of the Acceptance Period. If Tenant
fails to duly and timely exercise the First Refusal Right, or elects not to exercise the First
Refusal Right, the same shall lapse, and be of no further force and effect, and Landlord shall be
free to sell the Property pursuant to the terms of the Third-Party Offer.



     Section 17.03. Within ten (10) business days after the effective date of Tenant’s exercise of
the First Refusal Right, Landlord and Tenant shall enter into a definitive purchase and sale
agreement containing terms of the Third Party Offer, including the purchase price as set forth in
the Third Party Offer, and such other material terms agreed to by Landlord, as seller, and Tenant,
as buyer (the “ROFR Purchase and Sale Agreement”).



     Section 17.04. Should Tenant exercise its First Refusal Right and subsequently fail to enter
into the ROFR Purchase and Sale Agreement within the ten (10) business day period as set forth
above, Landlord may at its option treat such failure as an express waiver by Tenant of the First
Refusal Right, which shall give Landlord the right to sell the Property without being subject to
the First Refusal Right.



     Section 17.05. This First Refusal Right is personal to the Original Tenant or to any
Transferee which is a Tenant Affiliate of the Original Tenant, or a Tenant Affiliate within a
series of Tenant Affiliates of the Original Tenant and shall become null and void upon any Transfer
other than one involving such a Transferee.



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





     Section 17.06. Notwithstanding any language in the contrary in this Article Seventeen,
for so long as the Purchase Option is in full force and effect Landlord agrees not to solicit or
accept any purchase offer from a third party pertaining to the Property.



ARTICLE EIGHTEEN EXPANSION AREA OPTION




     Section 18.01. Included within the Property is an area of land that may accommodate the
possible expansion of the Building, as shown on the Site Plan attached as Exhibit “A” to
this Lease (the “Expansion Area”). Landlord hereby grants the Original Tenant or any Transferee
which is the Tenant Affiliate or a Tenant Affiliate within a series of Tenant Affiliates of the
Original Tenant the one-time option to request that Landlord expand the Building to include up to
46,955 rentable square feet, but no less than 23,000 rentable square feet (the “Expansion Option”).



     Section 18.02. The Expansion Option shall be exercised only by written notice delivered to
Landlord (“Tenant’s Notice”) before the expiration of the Expansion Option Term (defined below).
If Tenant fails to deliver to Landlord Tenant’s Notice within the prescribed time period, then the
Expansion Option shall automatically lapse and be rendered null and void. The Expansion Option
shall only be exercisable on the express condition that at the time of the exercise, no Event of
Default on the part of Tenant shall exist and Tenant has not been ten (10) or more days late in the
payment of recurring Rent more than a total of five (5) times during the Lease Term. The Expansion
Option may be exercised by Tenant at any time during the initial Lease Term (the “Expansion Option
Term”), so long as Tenant has validly exercised the first Option, as needed, so as to satisfy the
provisions contained in Section 18.04 below. The Expansion Option is personal to the
Original Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant, or a
Tenant Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null
and void upon any Transfer other than one involving such a Transferee. Notwithstanding any
language to the contrary in this Article Eighteen, Tenant’s exercise of the Expansion
Option is expressly conditioned on Tenant’s having a minimum tangible net worth (as determined
according to generally accepted accounting principles, consistently applied) of Fifty Million
Dollars ($50,000,000).



     Section 18.03. The Base Rent for the Expansion Area shall be calculated by multiplying the
Project Costs (defined below) by the greater of (1) ten percent (10%), or (2) the sum of six
percent (6%) plus the rate of the 10-year U.S. Treasury Bill as of the date Tenant exercises the
Expansion Option. In no event shall the Base Rent for the Expansion Area be less than the Base
Rent for the initial Building (on a rentable square foot basis) as of the date of the completion of
the improvements for the Expansion Area.



     Section 18.04. The term of the lease of the Expansion Area shall be for a minimum of ten (10)
years (the “Initial Expansion Term”). Following the exercise of the Expansion Option and
completion of the work for the Expansion Area pursuant to Section 18.06 below, the initial
Lease Term shall be extended so that the Lease Term of the initial Property and the Expansion Area
are coterminous. The Base Rent for the Property and initial Building shall remain the same as
stated in Section 1.10(a) of this Lease, or as provided in Section 2.05 of this
Lease, as applicable. The Base Rent for the Expansion Area during the Extensions (if applicable)
extending beyond the Initial Expansion Term shall be the same Base Rent (on a per square foot
basis) then payable by Tenant with respect to the initial Building.



     Section 18.05. As used in this Article Eighteen, “Project Costs” means the total
actual costs incurred for the Expansion Area including, without limitation, (i) all “hard” costs of
construction, such as payments to all contractors, subcontractors and suppliers, and (ii) all
“soft” costs of construction, such as permit fees, insurance and bonds, reasonable professionals’
fees, such as attorneys’ fees, surveyor’s fees, environmental assessment fees, architects’ fees,
engineers’ fees, general contractor fees, and developer fees. The major contracts relating to
the expansion of the Building onto the Expansion Area shall be competitively bid to ensure
reasonable control of Project Costs and developer
fees shall in no event exceed three percent (3%) of the Project Costs. Landlord agrees at the
written request of Tenant prior to Tenant’s exercise of the Expansion Option, to obtain estimates
of the anticipated Project Costs.



     Section 18.06. Within fifteen (15) days after Landlord’s receipt of Tenant’s Notice, Tenant
shall provide its specifications for the Expansion Area and Landlord shall have fifteen (15) days
to deliver written approval or changes to such specifications. Upon approval by Landlord of the
specifications (and Tenant’s approval of any Landlord changes), Landlord shall have thirty (30)
days to deliver preliminary plans to Tenant, who shall have thirty (30) days thereafter to deliver
written approval or changes. After the plans and specifications have been approved and signed by
Landlord and Tenant, Landlord shall cause an architect to proceed with final plans and
specifications for the Expansion Area. Tenant shall supply to the architect sufficient information
to allow for the completion of such plans and specifications on an as-



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




needed basis as determined by
the architect. The Expansion Area shall be the same construction and fit-out (including the
quality and type of base building systems) as the original Building. Tenant shall have the right
to approve the final plans and specifications, which approval shall not be unreasonably withheld.
Landlord shall, as soon as practicable after tenant’s approval of the final plans and
specifications and the procurement of all necessary permits by Landlord, start construction of the
Expansion Area and thereafter proceed with diligence to complete the Expansion Area within a
reasonable and mutually agreeable period of time after Tenant’s approval of the final plans and
specifications. The Expansion Area improvements shall be constructed in accordance with the final
plans and specifications and all applicable laws, ordinances, codes and regulations. The
commencement date of the lease of the Expansion Area shall be determined upon Substantial
Completion of the Expansion Area improvements, and the parties shall execute an appropriate
amendment to this Lease setting forth the commencement date thereof.




ARTICLE NINETEEN PURCHASE OPTION




     Section 19.01. Landlord hereby grants to the Original Tenant or to any Transferee which is a
Tenant Affiliate of the Original Tenant or a Tenant Affiliate within a series of Tenant Affiliates
of the Original Tenant the one-time option to purchase the Property in accordance with the terms of
this Article Nineteen (the “Purchase Option”). If Tenant wishes to exercise its right to
purchase the Property, then Tenant shall deliver written notice to Landlord (the “Purchase Option
Exercise Notice”) following the Lease Commencement Date (i) notifying Landlord of Tenant’s decision
to purchase the Property under this Article Nineteen and containing Tenant’s proposed date
for the Closing of Escrow (defined below), which must be no later than the Closing Deadline
(defined below), and (ii) providing Landlord with a cashier’s check (or other immediately available
funds) in the amount of One Hundred Fifty Thousand Dollars ($150,000.00), payable to Landlord (the
“Deposit”); provided, however, that the Purchase Option Exercise Notice must be received by
Landlord not later than March 31, 2011 (the “Exercise Deadline”) and, if timely exercised, the
Closing of Escrow shall occur not later than the second anniversary of the date of this Lease (the
“Closing Deadline”). If the Purchase Option Exercise Notice and the Deposit are not received by
Landlord by the Exercise Deadline, or if the Closing of Escrow does not occur by the Closing
Deadline, then the Purchase Option shall automatically lapse and Tenant shall have no further
rights under this Article Nineteen. Notwithstanding the above, Tenant shall provide
Landlord with at least sixty (60) days prior written notice of Tenant’s intention to exercise the
Purchase Option. The Purchase Option is personal to the Original Tenant or to any Transferee which
is a Tenant Affiliate of the Original Tenant or a Tenant Affiliate within a series of Tenant
Affiliates of the Original Tenant, and shall become null and void upon any Transfer other than one
involving such a Transferee.



     Section 19.02. Within thirty (30 days after Landlord’s receipt of the Purchase Option Exercise
Notice and the Deposit, Landlord and Tenant shall deliver into escrow with a title and escrow agent
selected by Landlord in the Atlanta, Georgia, metropolitan area (the “Escrow Agent”) a mutually
acceptable and fully executed “Purchase and Sale Agreement” containing the Applicable Terms
(defined below), together with such other terms as are then customary for similar transactions in
the Atlanta, Georgia, metropolitan area (together with the Applicable Terms, the “PSA Terms”).
This delivery shall constitute the “Opening of Escrow.” If, despite good faith negotiations,
Landlord and Tenant are unable to agree on the PSA Terms within such period of time, then the
resolution of the disputed PSA Terms shall be submitted to binding arbitration, as provided in
Section 19.05 below. The Deposit shall be non-refundable following the Opening of Escrow,
except to the extent otherwise provided in the Purchase and Sale Agreement. The “Closing of
Escrow” or consummation of the purchase and sale transaction shall take place on the date proposed
by Tenant in the Purchase Option Exercise Notice, provided that such date is no later than the
Closing Deadline. The purchase price for the Property shall be an amount equal to Fifty-two and
50/100 Dollars ($52.50) per rentable square foot of space in the Building, as it may be expanded
(the “Purchase Price”). A sum of money equal to the Purchase Price shall be deposited with the
Escrow Agent before the Closing of Escrow, and Tenant shall receive a credit against the Purchase
Price
in the amount of the Deposit at the Closing of Escrow. Tenant shall take the Property in its
“as is” condition (although Tenant shall be entitled to receive an assignment of all available
construction warranties), and the Purchase and Sale Agreement shall contain no contingencies to
Tenant’s obligation to purchase the Property other than Landlord’s ability to deliver title to the
Property subject only to the Permitted Title Exceptions (defined below). In connection with such
purchase, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with the
sale transaction, including but not limited to attorneys’ fees, but excluding any brokerage
commissions and the costs of retiring the debt on the Building, including, without limitation, the
cost of any pre-payment or yield maintenance premium (however described).



     Section 19.03. Landlord shall convey the Property to Tenant in “as is” condition by limited
warranty deed subject to all matters of record, which presently include some, but perhaps not all,
of those items identified on the attached Exhibit “I” (the “Existing Title Exceptions”),
other than the lien of any security instrument placed on the Property by Landlord, and such other
future title encumbrances as are reasonably approved by Tenant (collectively, the “Permitted



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




Title
Encumbrances”). As soon as practicable after the Closing of Escrow, the Escrow Agent shall issue a
standard coverage Owner’s Policy of Title Insurance at Tenant’s cost. Consistent with the terms of
the SNDA attached as Exhibit “B” to this Lease, Landlord’s lender and its
successors will agree to honor the Purchase Option in the event such lender acquires Landlord’s
interest in the Property, and Landlord will obtain a similar agreement from any future lender while
the Purchase Option is exercisable by Tenant. Upon the Closing of Escrow, this Lease shall
automatically terminate without further action by either party, and shall be of no further effect,
except for those rights, obligations, and liabilities which expressly survive such termination or
which have accrued prior to such termination, including, without limitation, any monetary
obligations of Tenant or Landlord that have accrued prior to the Closing of Escrow but remain
unpaid as of such date. Both Landlord and Tenant acknowledge and agree that the Existing Title
Exceptions include those matters affecting the entire Project and that certain of such matters may
not affect the Property, standing alone. Upon completion of the Property Subdivision, the Existing
Title Exceptions shall be updated to remove any items not affecting the Property.




     Section 19.04. The Purchase Option may not be exercised by Tenant and the Closing of Escrow
shall not occur if an Event of Default on the part of Tenant exists at the time Tenant gives the
Purchase Option Exercise Notice. Landlord reserves the right to exchange fee title in the Property
for property of like kind and qualifying use within the meaning of Section 1031 of the Internal
Revenue Code of 1986, as amended (the “IRC”), and the regulations promulgated thereunder. Landlord
expressly reserves the right to assign its rights, but not its obligations, hereunder to a
Qualified Intermediary as provided in regulations promulgated under the IRC on or before the
Closing of Escrow for the sale of the Property. Tenant agrees to cooperate reasonably with
Landlord to effect any such exchange to the extent it does not result in additional obligations for
Tenant. The terms and provisions set forth in Sections 19.02, 19.03, and 19.04 of
this Lease, applicable to the purchase and sale of the Property, are referred to as the “Applicable
Terms.” The rights contained in this Article Nineteen shall be personal to the Original
Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a Tenant
Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null and
void upon any Transfer other than one involving such a Transferee.



     Section 19.05. With respect to the binding arbitration required pursuant to Section
19.02 above, the following provisions shall govern and control:


A SINGLE ARBITRATOR WHO IS A RETIRED FEDERAL OR STATE JUDGE SHALL CONDUCT THE ARBITRATION UNDER THE
THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”). THE
ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES, OR IF THEY ARE UNABLE TO REACH
AGREEMENT ON THE ARBITRATOR WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE BY ONE PARTY TO THE
OTHER(S) INVOKING THIS ARBITRATION PROVISION, IN ACCORDANCE WITH AAA PROCEDURES FROM A LIST OF
RETIRED FEDERAL OR STATE JUDGES MAINTAINED BY THE AAA FOR USE IN GEORGIA. THE ARBITRATION SHALL BE
CONDUCTED IN ATLANTA, GEORGIA, AND ALL EXPEDITED PROCEDURES PRESCRIBED BY THE AAA COMMERCIAL
ARBITRATION RULES SHALL APPLY.



THE PROVISIONS OF THE GEORGIA ARBITRATION CODE, O.C.G.A. SECTIONS 9-9-1 ET SEQ.
(THE “ARBITRATION ACT”), AS AMENDED, SHALL APPLY TO THE ARBITRATION. THE ARBITRATOR SHALL LIMIT
THE SCOPE OF DISCOVERY TO MATTERS DIRECTLY RELEVANT TO THE ISSUES IN QUESTION AND SHALL ESTABLISH
REASONABLE TIME LIMITS WITHIN WHICH THE PARTIES TO THE ARBITRATION MUST COMMENCE AND COMPLETE
DISCOVERY, AND THE ARBITRATOR SHALL
RESOLVE ANY DISCOVERY DISPUTE BY SUCH PRE-HEARING CONFERENCES AS MAY BE NEEDED. UNLESS THE PARTIES
AGREE OTHERWISE, NO DEPOSITIONS WILL BE TAKEN (UNLESS NEEDED FOR PRESENTATION IN LIEU OF LIVE
APPEARANCE). THE ARBITRATOR SHALL NOT PERMIT EXPANDED DISCOVERY. THE ARBITRATOR SHALL HAVE
AUTHORITY ONLY TO GRANT SPECIFIC PERFORMANCE AND TO ORDER OTHER EQUITABLE RELIEF, BUT SHALL NOT
HAVE THE AUTHORITY TO AWARD DAMAGES, WHETHER COMPENSATORY OR PUNITIVE DAMAGES OR OTHER
NON-COMPENSATORY DAMAGES. EACH OF THE PARTIES SHALL PAY ITS OWN ATTORNEYS’ FEES AND COSTS AND
OTHER EXPENSES INCURRED IN THE ARBITRATION, AND THE PARTIES SHALL SHARE EQUALLY THE FEES AND
EXPENSES OF THE ARBITRATOR AND ALL OTHER FEES OR OTHER CHARGES IMPOSED BY AAA OR OTHER
ADMINISTRATOR. THE ARBITRATOR’S DECISION AND AWARD SHALL BE FINAL AND BINDING AND JUDGMENT ON THE
AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.



IF ANY PARTY FILES A JUDICIAL OR ADMINISTRATIVE ACTION ASSERTING CLAIMS SUBJECT TO ARBITRATION AS
PRESCRIBED HEREIN, AND ANOTHER PARTY SUCCESSFULLY OPPOSES SUCH ACTION




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




OR COMPELS ARBITRATION OF
SAID CLAIMS, THE PARTY FILING SAID ACTION SHALL PAY THE OTHER PARTY’S REASONABLE COSTS AND EXPENSES
INCURRED IN OPPOSING SUCH ACTION OR COMPELLING ARBITRATION, INCLUDING REASONABLE ATTORNEYS’ FEES
AND EXPENSES.



NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE THE DISPUTE PERTAINING
TO THE PSA TERMS (AS DEFINED ABOVE IN THIS ARTICLE NINETEEN) DECIDED BY NEUTRAL ARBITRATION
AS PROVIDED ABOVE AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED
IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS
TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THIS PROVISION. IF YOU
REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE ARBITRATION ACT. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY.



WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES PERTAINING TO THE PSA TERMS
TO NEUTRAL ARBITRATION. TENANT’S OBLIGATIONS TO PAY BASE RENT AND ADDITIONAL RENT SHALL NOT BE
DELAYED OR OTHERWISE AFFECTED BY RESORT TO ARBITRATION HEREUNDER.




Landlord Initials: ___      Tenant Initials: ___





			
	ARTICLE TWENTY DECLARATION OF COVENANTS, CONDITIONS,
RESTRICTIONS AND RECIPROCAL EASEMENTS	 	





     Landlord may prepare for eventual recordation against the Property and other adjacent land
comprising the Project a Declaration of Covenants, Conditions, Restrictions and Reciprocal
Easements (the “Declaration”), which may supplement or supersede any similar instrument included
within the Existing Title Exceptions. So long as the provisions of the Declaration, do not have a
materially adverse effect on marketable title to the Property, do not increase Tenant’s obligations
in any material way (the performance of ministerial acts shall not be deemed material), and do not
have a materially adverse effect on Tenant’s access to, or conduct of business from the Property,
Tenant agrees that Tenant shall not unreasonably withhold its consent to the Declaration and that
upon consent of the Declaration by Tenant, the Lease shall be subject and subordinate to the
Declaration, Tenant further agrees to execute a recordable instrument (prepared by Landlord at its
sole cost and expense) in order to evidence such subordination.




			
	ARTICLE TWENTY-ONE SALE-LEASEBACK	 	





     Notwithstanding any other language contained in this Lease, Landlord grants Tenant the right
to exercise the First Refusal Right and the Purchase Option in connection with the implementation
of a sale-leaseback program which may involve other properties in addition to the Property.
Landlord agrees to reasonably cooperate with Tenant, as needed, and at Tenant’s sole cost and
expense, to effect any such sale-leaseback program and agrees to enter into such customary
documents as may be necessary to effect such sale-leaseback program, provided that such documents
do not increase Landlord’s liability in connection with the sale of the Property and that Tenant
reimburses Landlord for any additional third party costs incurred by Landlord as a result of such
cooperation. Any third party (the “Sale-Leaseback Third Party”) which is a party to Tenant’s
sale-leaseback transaction may take an assignment of Tenant’s Right of First Refusal and Purchase
Option rights hereunder (provided that any such assignment is made
simultaneously with the closing on the applicable purchase and sale transaction and not
earlier), and receive direct conveyance of title to the Property from Landlord in order to
facilitate the sale-leaseback structure selected by Tenant, without any further consent or approval
of Landlord. Notwithstanding the foregoing, any negotiation of substantive documentation,
including, without limitation, the Purchase and Sale Agreement or the ROFR Purchase and Sale
Agreement and any related documents, shall be conducted only by and between Landlord and Tenant,
and Landlord will have no obligation to engage in any substantive negotiations with the
Sale-Leaseback Third Party, provided that Landlord will (a) jointly participate with Tenant in
negotiating or approving the terms of any non-substantive documents and (b) cooperate with Tenant
and the Sale-Leaseback Third Party in performing ministerial functions necessary to the closing of
the transaction. Furthermore, all such negotiations must be completed and the form and substance
of the subject documents agreed to by Landlord and Tenant prior to the Transfer to the
Sale-Leaseback Third Party. If the proposed sale-leaseback transaction is, for any reason (other
than as the result of delay caused solely by Landlord), not timely consummated with the
Sale-Leaseback Third Party, the Transfer to such Sale-Leaseback Third Party shall be deemed null
and void. The rights contained in this Article Twenty-one shall be personal to the
Original Tenant or to any Transferee which is a Tenant Affiliate of the Original Tenant or a Tenant
Affiliate within a series of Tenant Affiliates of the Original Tenant, and shall become null and
void upon any Transfer other than one



			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 




involving such a Transferee. Landlord and Tenant acknowledge
and agree that the proposed assignment of Tenant’s Right of First Refusal and Purchase Option
rights to a Sale-Leaseback Third Party contemplated above in this Article Twenty is not a
“Transfer” within the meaning of Article Nine of this Lease.




ARTICLE TWENTY-TWO NO OPTION OR OFFER




     THE SUBMISSION OF THIS LEASE BY LANDLORD, ITS AGENT OR REPRESENTATIVE FOR EXAMINATION OR
EXECUTION BY TENANT DOES NOT CONSTITUTE AN OPTION OR OFFER TO LEASE THE PROPERTY UPON THE TERMS AND
CONDITIONS CONTAINED HEREIN OR A RESERVATION OF THE PROPERTY IN FAVOR OF TENANT, IT BEING INTENDED
HEREBY THAT THIS LEASE SHALL ONLY BECOME EFFECTIVE UPON THE EXECUTION HEREOF BY LANDLORD AND
DELIVERY OF A FULLY EXECUTED LEASE TO TENANT. NEITHER PARTY SHALL HAVE ANY OBLIGATION TO CONTINUE
DISCUSSIONS OR NEGOTIATIONS OF THIS LEASE.



(Left intentionally blank – signature pages to follow)




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 






     Landlord and Tenant have signed this Lease at the place and on the dates specified adjacent to
their signatures below.



	 	 	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 	 	 
	Signed on July 27, 2009	 	AIRPORT CENTER III AT OAKLEY

PARK, LLC, a Delaware limited liability
company
	 
	 	 	 	 	 	 
	at
                                        
.	 	By:	 	MAJESTIC-OAKLEY PARK, LLC,

a Delaware limited liability company,

its Member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	MAJESTIC REALTY CO.,

a California corporation, Manager’s
Agent






	 	 	 	 	 
	 

	 	By: /s/ Edward P. Roski, Jr.
 

Name Edward P. Roski, Jr.
	 	 
	 

	 	Its: Chairman and Chief Executive
Officer	 	 
	 
	 	 	 	 
	 

	 	By: /s/ R. Stan Conway
 

Name: R. Stan Conway
	 	 
	 

	 	Its:      Vice President	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Signed on July 31, 2009	 	By:	 	NM MAJESTIC HOLDINGS, LLC,

a Delaware limited liability company,

its Member
	 
	 	 	 	 	 	 	 	 	 	 
	at Milwaukee, WI.	 	 	 	By:	 	NML Real Estate Holdings, LLC,

a Wisconsin limited liability

company, its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	The Northwestern Mutual

Life Insurance Company,

a Wisconsin corporation,

its sole member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	Northwestern Investment
Management Company, LLC,
a Delaware limited liability
company, its wholly-owned
affiliated and authorized
representative






	 	 	 	 	 
	 

	 	By: /s/ Thomas D. Zale
 

Name: Thomas D. Zale
	 	 
	 

	 	Its: Managing Director	 	 






			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






50









 





	 	 	 	 	 
	 

	 	TENANT:	 	 
	 
	 	 	 	 
	Signed on July 17, 2009

	 	DENDREON CORPORATION, a Delaware corporation	 	 
	at Seattle, WA
	 	 	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Greg Schiffman
 

Printed Name: Greg Schiffman
	 	 
	 

	 	Its:                     CFO	 	 






			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation
	 
	 	Majestic Airport Center III
	 
	 	Union City, GA






 









 





STANDARD INDUSTRIAL REAL ESTATE LEASE




AIRPORT CENTER III AT OAKLEY PARK, LLC,

a Delaware limited liability company,




as Landlord,




and




DENDREON CORPORATION,

a Delaware corporation,




as Tenant




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation

Majestic Airport Center III

Union City, GA






 









 





Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE BASIC TERMS

	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO LEASE TERM

	 	 	3	 
	 
	 	 	 	 
	ARTICLE THREE BASE RENT

	 	 	6	 
	 
	 	 	 	 
	ARTICLE FOUR OTHER CHARGES PAYABLE BY TENANT

	 	 	8	 
	 
	 	 	 	 
	ARTICLE FIVE USE OF PROPERTY

	 	 	14	 
	 
	 	 	 	 
	ARTICLE SIX CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

	 	 	21	 
	 
	 	 	 	 
	ARTICLE SEVEN DAMAGE OR DESTRUCTION

	 	 	25	 
	 
	 	 	 	 
	ARTICLE EIGHT CONDEMNATION

	 	 	26	 
	 
	 	 	 	 
	ARTICLE NINE ASSIGNMENT AND SUBLETTING

	 	 	26	 
	 
	 	 	 	 
	ARTICLE TEN DEFAULTS; REMEDIES

	 	 	30	 
	 
	 	 	 	 
	ARTICLE ELEVEN PROTECTION OF LENDERS

	 	 	33	 
	 
	 	 	 	 
	ARTICLE TWELVE LEGAL COSTS

	 	 	34	 
	 
	 	 	 	 
	ARTICLE THIRTEEN BROKERS

	 	 	34	 
	 
	 	 	 	 
	ARTICLE FOURTEEN BUILDING AND TENANT IMPROVEMENTS

	 	 	35	 
	 
	 	 	 	 
	ARTICLE FIFTEEN COMMUNICATIONS SERVICES

	 	 	37	 
	 
	 	 	 	 
	ARTICLE SIXTEEN MISCELLANEOUS PROVISIONS

	 	 	37	 
	 
	 	 	 	 
	ARTICLE SEVENTEEN RIGHT OF FIRST REFUSAL

	 	 	44	 
	 
	 	 	 	 
	ARTICLE EIGHTEEN EXPANSION AREA OPTION

	 	 	45	 
	 
	 	 	 	 
	ARTICLE NINETEEN PURCHASE OPTION

	 	 	46	 
	 
	 	 	 	 
	ARTICLE TWENTY NO OPTION OR OFFER

	 	 	49	 






EXHIBITS




A DEPICTION OF THE PROPERTY

A-1 LEGAL DESCRIPTION OF THE PROJECT

B SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

C ESTOPPEL CERTIFICATE

D HAZARDOUS MATERIALS

E CONFIRMATION OF INITIAL LEASE TERM AND AMENDMENT TO LEASE

F BASE BUILDING SHELL PLANS

G PRELIMINARY MODIFIED BUILDING SHELL PLANS

H TENANT WORK LETTER

I EXISTING TITLE EXCEPTIONS

J FORM OF LETTER OF CREDIT

K MEMORANDUM OF LEASE




			
	 	 	 
	Industrial Lease—Atlanta
	 	Dendreon Corporation

Majestic Airport Center III

Union City, GA






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INDEX OF DEFINED TERMS




	 	 	 	 	 
	TERM	 	PAGE	 
	Abated Rent
	 	 	33	 
	Acceptance Period
	 	 	44	 
	Additional Rent
	 	 	8	 
	Applicable Laws
	 	 	14	 
	Applicable Terms
	 	 	47	 
	Approved Final Plans
	 	 	3	 
	ARBITRATION ACT
	 	 	47	 
	Architect
	 	 	3	 
	Audit Materials
	 	 	13	 
	Auditor’s Report
	 	 	14	 
	Base Building Shell Improvements
	 	 	35	 
	Base Building Shell Plans
	 	 	35	 
	Base Rent
	 	 	3	 
	Broker(s)
	 	 	35	 
	Building
	 	 	1,2	 
	Building Modifications
	 	 	35	 
	Building Shell Improvements
	 	 	35	 
	Building Shell Plans
	 	 	35	 
	Change Order
	 	 	35	 
	Change Orders
	 	 	3	 
	Changes
	 	 	35	 
	Closing of Escrow
	 	 	46	 
	Code
	 	 	1,3	 
	Communications Agreements
	 	 	37	 
	Communications Services
	 	 	37	 
	Comparison Base Rent
	 	 	6	 
	Comparison Date
	 	 	6	 
	Condemnation
	 	 	26	 
	Confidential Information
	 	 	20	 
	Consent
	 	 	29	 
	Construction Drawings
	 	 	3	 
	Consultant
	 	 	18	 
	Contract
	 	 	4	 
	Contractor
	 	 	4	 
	Contractor Certificate
	 	 	25	 
	Control
	 	 	29	 
	CPA
	 	 	14	 
	Damage Notice
	 	 	25	 
	Declaration
	 	 	48	 
	Defaulting Party
	 	 	34	 
	Deposit
	 	 	46	 
	Development Authority
	 	 	9	 
	Engineer
	 	 	3	 
	Environmental Damages
	 	 	16	 
	Environmental Requirements
	 	 	16	 
	Equipment
	 	 	9	 
	Equipment Agreement
	 	 	9	 
	Equipment Tax Savings
	 	 	9	 
	Escrow Agent
	 	 	46	 
	Estimated Building Shell Substantial Completion Date
	 	 	2	 
	Event of Default
	 	 	30	 
	Exercise Deadline
	 	 	46	 






			
	 	 	 
	Industrial Lease-Atlanta
	 	[Property Address]

[Tenant’s Name]








ii









 






	 	 	 	 	 
	TERM	 	PAGE	 
	Existing Title Exceptions
	 	 	46	 
	Expansion Area
	 	 	44	 
	Expansion Option
	 	 	45	 
	Expansion Option Term
	 	 	45	 
	Extension(s)
	 	 	4	 
	fair rental value
	 	 	5	 
	FDA
	 	 	42	 
	Final Plans
	 	 	3	 
	First Refusal Right
	 	 	44	 
	Force Majeure
	 	 	40	 
	FRV Rental Adjustment Date(s)
	 	 	5	 
	Governmental Agency
	 	 	16	 
	Hazardous Material
	 	 	15	 
	Imposition
	 	 	23	 
	Index
	 	 	6	 
	Interest
	 	 	13	 
	Landlord
	 	 	1,37	 
	Landlord’s Intention Notice
	 	 	28	 
	Landlord’s Confidential Information
	 	 	20	 
	Lease
	 	 	1	 
	Lease Agreement
	 	 	9	 
	Lease Commencement Date
	 	 	3	 
	Lease Expiration Date
	 	 	3	 
	Lease Month
	 	 	6	 
	Lease Term
	 	 	3	 
	Lease Year
	 	 	6	 
	Letter of Credit
	 	 	7	 
	Modification Costs
	 	 	35	 
	Modified Building Shell Plans
	 	 	35	 
	Monthly Maintenance Fee
	 	 	12	 
	Non-defaulting Party
	 	 	34	 
	Notices
	 	 	39	 
	OFAC
	 	 	41	 
	Opening of Escrow
	 	 	46	 
	Option(s)
	 	 	4	 
	Original Tenant
	 	 	4	 
	Permitted Title Encumbrances
	 	 	46	 
	Permitted Uses
	 	 	2	 
	Personal Property
	 	 	32	 
	Pre-existing Hazardous Materials
	 	 	20	 
	Preliminary Plans
	 	 	3	 
	Preliminary Transfer Notice
	 	 	27	 
	Project
	 	 	2	 
	Project Costs
	 	 	45	 
	Property
	 	 	1	 
	PSA Terms
	 	 	46	 
	Purchase and Sale Agreement
	 	 	46	 
	Purchase Option
	 	 	46	 
	Purchase Option Exercise Notice
	 	 	46	 
	Real Property Tax
	 	 	8	 
	Rent
	 	 	8	 
	Repair Period
	 	 	25	 
	Report Date
	 	 	14	 
	ROFR Purchase and Sale Agreement
	 	 	44	 
	Sign
	 	 	20	 
	SNDA
	 	 	33	 






iii









 






	 	 	 	 	 
	TERM	 	PAGE	 
	Structural and Safety Alterations
	 	 	24	 
	Subject Space
	 	 	26	 
	Sublease
	 	 	29	 
	Substantial Completion
	 	 	36	 
	Substantially Completed
	 	 	36	 
	Subtenant
	 	 	29	 
	Supplemental Security Deposit
	 	 	7	 
	Tax Abatement Process
	 	 	9	 
	Tax Savings
	 	 	9	 
	Tenant
	 	 	1,21	 
	Tenant Affiliate
	 	 	28	 
	Tenant Delay
	 	 	36	 
	Tenant Group
	 	 	17	 
	Tenant Improvement Allowance
	 	 	1	 
	Tenant Improvement Allowance Items
	 	 	1	 
	Tenant Improvements
	 	 	36,1	 
	Tenant’s Alterations
	 	 	23	 
	Tenant’s Audit Right
	 	 	13	 
	Tenant’s Contractors
	 	 	4	 
	Tenant’s Notice
	 	 	45	 
	Tenant’s Rooftop Equipment
	 	 	37	 
	Third-Party Offer
	 	 	44	 
	this Lease
	 	 	1	 
	Transfer
	 	 	28	 
	Transfer Notice
	 	 	26	 
	Transfer Premium
	 	 	26,27	 
	Transferee
	 	 	26	 
	Transfers
	 	 	26	 
	Work
	 	 	1,2	 







iv