Exhibit 10.11


 


LEASE AGREEMENT


 


This
LEASE AGREEMENT, made this 28th day of February, 2000, by and between PREMIERE DEVELOPMENT L.L.C., a New
Jersey Limited Liability Company having its principal place of business at P.O. Box
5301, Clinton, NJ 08809 (hereinafter “Landlord”), and INO THERAPEUTICS, INC., a Delaware Corporation having its
principal office at 54 Old Highway 22, Clinton, NJ 08809 (hereinafter “Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, Landlord is the Contract
Purchaser of certain lands and Premises situate on Frontage Road (N.J. Route
173) in the Township of Union, County of Hunterdon and State of New Jersey,
which said lands and Premises are identified on the Union Township Tax Map as
Block 23, Lot 2.04 (hereinafter “Property”); and


 


WHEREAS, Landlord intends to
construct a Class A office building together with associated site
improvements on said Property; and


 


WHEREAS, Tenant desires to Lease
Block 23, Lot 2.04 Union Township, Hunterdon County, NJ together with the Class A
office building and associated site improvements to be constructed thereon.


 


NOW, THEREFORE, in consideration of the covenants and promises herein
made the Landlord does demise, lease and let unto the Tenant and the Tenant
herein leases from the Landlord the Leased Premises (hereinafter defined)
subject to the terms and conditions as hereinafter set forth.


 


1.             LEASED
PREMISES


 


1.1           The “Leased Premises” shall
consist of Block 23, Lot 2.04, Union Township, Hunterdon County, NJ together
with the Class A office building (hereinafter “Building”) consisting of
approximately sixty thousand (60,000) sq. ft. and associated site improvements
to be constructed by Landlord.


 


1.2           The Building and associated
site improvement shall be constructed by Landlord, at its sole cost and
expense, substantially in accordance with, i.e. with no material adverse
deviation from, the Scope of Work for 60,000 sq. ft. Office Building prepared
by SSP Architectural Group dated December 3, 1999, and landscape plan by
Lawrence J. Tencza Associates, dated January 6, 2000, to be annexed as Exhibit A; the architectural
rendering and floor plans prepared by SSP Architectural Group dated December 3,
1999, Exhibit B annexed
hereto; and Concept Site Plan prepared by Maitra Associates, P.C. dated December 1,
1999, Exhibit C annexed
hereto.


 


1.3           Landlord shall be
responsible, at its sole cost and expense, for plans and specifications to
construct the Building as described in Exhibits A and B (“Base Building”) in
sufficient detail to permit Tenant to fulfill its responsibilities as set forth
in this paragraph.  Tenant shall be
responsible to provide Landlord, at Tenant’s sole cost and expense, with the
floor plans, office layout, interior finishes and other architecturals not
constituting Base Building, 


 

















 


(“Tenant’s
Plans and Specifications”) within sixty (60) days of Tenant’s receipt of
Landlord’s Base Building plans and specifications for incorporation, after
Landlord approval, said approval not to be unreasonably withheld, into Landlord’s
final architectural plans.  Landlord’s
architect, at no expense to Tenant, shall provide sufficient copies of Landlord’s
Base Building plans and specifications, to Tenant and its representatives and
consult with Tenant and its representatives as needed.


 


(a)           Tenant herein agrees to
reimburse Landlord for all costs, in excess of $25.00 per sq. ft. of space in
the Building, excluding the Base Building, incurred by Landlord in erecting and
installing the improvements pursuant to Tenant’s Plans and Specifications (the “Tenant
Improvements”).  Landlord’s cost shall be
deemed to be all monies expended by Landlord for labor and material plus an
additional two (2%) per cent construction management fee.


 


(b)           In selecting the general
contractor to erect and install the Tenant Improvements, Landlord shall solicit
bids from not less than three (3) responsible bidders, one (1) of
whom may be designated by Tenant.  All
contracts shall be bid on the basis that the contractor shall receive a five
(5%) percent fee plus reimbursement of the actual payroll cost of the
contractor’s supervisory and management personnel who are necessary to complete
the Tenant Improvements, and the general contractor shall be required to
solicit a minimum of three bids from subcontractors and major material
suppliers, for the Tenant Improvements. 
Landlord and Tenant shall endeavor to agree on the selection of the
general contractor, subcontractors and major material suppliers, and Landlord,
in making such selections, shall not unreasonably reject the low bidder in
favor of a higher bidder.


 


1.4           Upon approval of Tenant’s
Plans and Specifications and Landlord’s receipt of all governmental approvals
and permits as required to construct the Building and associated site
improvements, Landlord shall construct the Building and all parking and other
improved areas on the Leased Premises as expeditiously as reasonably
possible.  The Leased Premises will be
deemed to be substantially complete when:


 


(a)           all improvements are
completed so that Tenant can use the Building and parking areas for their
intended purposes without interference to Tenant conducting its ordinary
business activities; and


 


(b)           Landlord has secured a
temporary or permanent certificate of occupancy from the local municipality (if
a temporary certificate of occupancy is obtained, Landlord shall do all things
necessary to obtain a permanent certificate of occupancy before expiration of
the temporary certificate of occupancy).


 


1.5           Not less than thirty (30)
days before the estimated date of substantial completion Landlord will allow
Tenant, its employees, agents, and invitees, ready access to the Building for
the installation of any equipment, furniture, fixtures and decoration that
Tenant will install, PROVIDED, HOWEVER, said installation can be accomplished
without (i) materially impeding Landlord’s work, or (ii) increasing
Landlord’s costs.


 


2

















 


1.6           Before the Commencement Date
(hereafter defined), the parties shall inspect the Building and parking areas
and prepare a punchlist.  The punchlist
shall list incomplete, minor or insubstantial details of construction;
necessary mechanical adjustments; and needed finishing touches.  Landlord will complete the punchlist items
within thirty (30) days after the Commencement Date.


 


1.7           Landlord warrants that the
Leased Premises shall comply with all applicable laws, ordinances, rules and
regulations, including without limitation, all building and zoning codes, at
the Commencement Date (hereafter defined) and the Building and parking areas shall
be in good working order and free from defects in materials and workmanship for
a period of one (1) year following the Commencement Date.  If any repairs are needed to any component of
the Building or the parking on or prior to the first anniversary of the date of
Commencement Date, such repairs shall be made by and at Landlord’s sole cost
and expense, unless the need for such repairs arises from the following
(collectively, “Tenant’s Acts”): the negligence, wrongful acts or omissions or
breach of the obligations of Tenant, its employees, invitees, licensees,
contractors or agents.  Tenant shall
notify Landlord if repairs to the Building or parking area are needed (other
than due to Tenant’s Acts) prior to the first anniversary of Commencement Date,
and, unless Landlord disputes the need or its responsibility for completing
such repairs, Landlord shall cause the required repairs to be completed with
fourteen (14) days.  If Landlord is
required and fails to complete such repairs within fourteen (14) days, unless
such repairs cannot reasonably be completed in fourteen (14) days and Landlord
has commenced and is diligently prosecuting such repairs, Tenant may complete
such repairs and Landlord shall pay Tenant the actual, out-of-pocket amount
paid by Tenant to complete such repairs within thirty (30) days after
presentation of a reasonably detailed invoice therefor.


 


1.8           Tenant shall have the right
to have the Building measured to determine the actual square footage within
thirty (30) days after substantial completion. 
The measurement shall be of the entire Building from the outside of the
outside walls with the exception of the basement, any roof enclosures or any
separate enclosures for HVAC, mechanical systems, trash disposal or generators.


 


2.             LEASE TERM


 


2.1           The term of this Lease shall
be for a period often (10) years commencing when the Building and parking
areas are substantially complete, as provided in Paragraph 1 (the “Commencement
Date”), and shall, except as otherwise provided in this Lease, expire on the
last day of the tenth year of the term, PROVIDED, HOWEVER, if the Commencement
Date is not the first day of the month, the term will end on the last day of
the tenth anniversary of the month when the Commencement Date occurs.


 


2.2           If Tenant continues
occupying the Leased Premises after the term ends without Landlord’s written
consent (“Holdover”) then Tenant shall pay at the beginning of each month rent
that is twenty (20%) percent higher than the amount due in the last full month
immediately preceding the Holdover period and Tenant shall be liable for any
damages suffered by Landlord because of Tenant’s Holdover including but not
limited to reasonable attorneys fees incurred in evicting said Tenant.


 


3

















 


3.             RENT


 


3.1           Tenant agrees to pay to
Landlord, as rent during each of the first three (3) years of this Lease,
an annual rental sum calculated at the rate of Twenty-four and 50/100 ($24.50)
Dollars per square foot x the square feet of the Building as measured pursuant
to the standard set forth in Paragraph 1.8 of this Lease, which said rent shall
be payable in advance, in twelve (12) equal monthly installments.  The first month’s rent shall be due and
payable within ten (10) days of Landlord obtaining a certificate of
occupancy for the Building.  Each monthly
payment thereafter shall be due and payable on the first day of each month
during the entire term of the Lease.


 


Example:

If the Building, measured pursuant to the standard described in Paragraph 1.8,

is 60,000 sq. ft. the rent for each of the first three years shall be
calculated as follows:

$24.50 x 60,000 sq. ft. = $1,470,000.00 per annum ÷12 = $122,500.00 per month


 


3.2           Tenant agrees to pay to
Landlord, as rent during the fourth and fifth year of this Lease, an annual
rental sum calculated at the rate of Twenty-six and 50/100 ($26.50) Dollars per
square foot x the square feet of the Building as measured pursuant to the
standard set forth in Paragraph 1.8 of this Lease, which said rent shall be payable
in advance, in twelve (12) equal monthly installments.


 


Example:

If the Building, measured pursuant to the standard described in Paragraph 1.8,

is 60,000 sq. ft. the rent for both years four and five shall be calculated as
follows:

$26.50 x 60,000 sq. ft. = $1,590,000.00 per annum ÷12 = $132,500.00 per month


 


3.3           Tenant agrees to pay to
Landlord, as rent during each of the years six through ten of this Lease, an
annual rental sum calculated at the rate of Twenty-eight and 50/100 ($28.50)
Dollars per square foot x the square feet of the Building as measured pursuant
to the standard set forth in Paragraph 1.8 of this Lease, which said rent shall
be payable in advance, in twelve (12) equal monthly installments.


 


Example:

If the Building, measured pursuant to the standard described in Paragraph 1.8,

is 60,000 sq. ft. the rent for years six through ten shall be calculated as
follows:

$28.50 x 60,000 sq. ft. = $1,710,000.00 per annum ÷12 = $142,500.00 per month


 


4.             OPERATING
EXPENSES


 


4.1           Landlord shall provide
Tenant with a statement (“Statement”) as to the actual Operating Expenses
incurred by Landlord for each twelve (12) month period during the entire term
of this Lease within forty-five (45) days of the expiration of said
period.  The actual Operating Expenses
for the first twelve (12) months of the term are referred to hereafter as the “Dedicated
Rental Payments.” The product of $6.50 and the actual square footage of the
Building, as finally determined in accordance with Paragraph 1.8 of this Lease,
is hereafter referred to as the “Base Year Payment.”


 


4

















 


(a)           Within thirty (30) days
after delivery of the Statement for the first year of the term: (i) Tenant
shall pay Landlord the amount, if any, by which the Dedicated Rental Payments
exceed the Base Year Payment, or (ii) Landlord shall pay Tenant the
amount, if any, by which the Base Year Payment exceeds the Dedicated Rental
Payments.


 


(b)           In the event that the actual
Operating Expenses in any twelve (12) month period, excluding the first twelve
(12) months of the term, are less than the aggregate of the Dedicated Rental
Payments, Landlord shall, within thirty (30) days of delivery of the Statement,
pay to Tenant a sum equal to (i) the amount by which the Dedicated Rental
Payments exceeded the actual Operating Expenses, and (ii) Tenant’s
Estimated Payments (hereafter defined).


 


(c)           In the event that the actual
Operating Expenses in any twelve (12) month period, excluding the first twelve
(12) months of the term, exceed the aggregate of the Dedicated Rental Payments,
Tenant shall, within thirty (30) days of its receipt of Landlord’s statement of
actual Operating Expenses, pay to Landlord as ADDITIONAL RENT a sum equal to
the amount by which the Actual Operating Expenses exceeded the Dedicated Rental
Payments minus Tenant’s Estimated Payments. 
Tenant shall, during the entire term of this Lease and any extensions
thereto, pay Landlord, on a pro-rata basis as additional rent, a sum equal to
the amount by which the annual Operating Expenses for the prior year exceeded
the Dedicated Rental Payments (Tenant’s Estimated Payments).


 


4.3           For the purpose of this
Lease, “Operating Expenses” are hereby defined to mean those expenses paid or
incurred by Landlord for maintaining, operating and repairing the Building and
Leased Premises, and shall include, without limitation, the cost of electric
utility service, ventilation and air-conditioning, water, window cleaning,
janitorial service, insurance, including but not limited to fire insurance,
with full extended coverage (all risk), up to one (1) year’s casualty rent
insurance, public liability insurance, worker’s compensation insurance, or
elevator insurance carried by the Landlord and applicable to the Leased
Premises; taxes, as hereinafter defined in ¶4.4; painting and decorating,
garbage disposal service, snow removal, security services, landscaping,
customary management fees paid to bona fide third parties, cost of wages to be
allocated if work is performed on multiple sites and salaries of all persons
engaged in the operation, maintenance and repair of the Leased Premises, and
so-called fringe benefits, including social security taxes, unemployment
insurance taxes, cost for providing coverage for disability benefits, cost of any
pensions, hospitalization, welfare or retirement plans or any other similar or
like expenses incurred under the provisions of any collective bargaining
agreement, or any other commercially reasonable cost or expense which Landlord
pays or incurs to provide benefits for employees so engaged in the operation,
maintenance and repair of the Leased Premises, the charges of any independent
contractor who, under contract with Landlord or its representatives, does any
of the work of operating, maintaining or repairing of the Leased Premises,
reasonable legal and accounting expenses, or any other expense or charge
whether or not hereinbefore mentioned, which in accordance with generally
accepted accounting and management principles would be considered as an expense
of maintaining, operating or repairing the Leased Premises, inclusive of
replacement costs, which replacement costs shall not include those which are
properly capitalized in accordance with sound accounting practice and 


 


5

















 


principles.  All electric utility charges shall be based
on the actual utility costs as charged by the utility.  In addition to the foregoing, Operating
Expenses shall also include all costs and expenses for improvements required by
any governmental law or regulation not applicable to the Building when
constructed, and all other costs and expenses, dissimilar or similar,
necessarily or reasonably incurred by Landlord in the proper operation and
maintenance of a Class A office building, PROVIDED, HOWEVER that such
costs shall be pro rated over the useful life of the improvement.  Landlord represents, based upon knowledge,
information and belief, that the Leased Premises, as improved, shall satisfy
all requirements of the American Disabilities Act and that any future costs
incurred by Landlord in complying with said act as it existed as of the date of
this Lease shall be excepted from “Operating Expenses.”


 


4.4           Included within the
definition of Operating Expenses hereinabove referred to, are real estate taxes
and assessments, as follows:


 


(a)           There shall be included in
Operating Expenses the amount of any real estate taxes (or any successor
taxes), assessments, sewer rents, rates and charges, state and local taxes,
transit taxes or any other governmental charge, general, special, ordinary or
extraordinary, hereinafter collectively called “taxes” (but not including
income or franchise taxes, “roll-back” taxes or any other taxes imposed upon or
measured by the Landlord’s income or profits, except if in substitution for
real estate taxes as hereinafter provided) which may now or hereafter be levied
or assessed against the lands and Building. 
The Landlord shall take the benefit of the provisions of any statute or
ordinance permitting any assessment to be paid over a period of time, for the
purpose of inclusion in Operating Expenses.


 


(b)           In the event Landlord
obtains a refund or a rebate of real estate taxes, at any time during the term
of this Lease, Landlord shall pay to Tenant Tenant’s percentage of any such
refund or rebate after deducting therefrom Landlord’s costs and expenses
incurred in effectuating any such refund or rebate, provided the Tenant has
paid the taxes to which said refund or rebate apply.


 


(c)           Tenant shall have the right
to appeal, at its cost and expense, any increase in taxes not appealed by
Landlord.


 


4.5           The following expenses are
excluded from Operating Expenses, notwithstanding anything to the contrary
herein:


 


(a)           Costs incurred in completing
the initial construction of the Leased Premises, costs incurred in connection
with Landlord’s warranty of the initial construction and other costs arising
from defects in the base, shell or core of the Building or improvements
installed by Landlord;


 


(b)           Costs of items considered
capital repairs, replacements, improvements and equipment under generally
accepted accounting principles consistently applied or otherwise (“Capital
Items”);


 


6

















 


(c)           Rentals for items (except
when needed in connection with normal repairs and maintenance of permanent
systems) which if purchased, rather than rented, would constitute a Capital
Item which is specifically excluded in (b);


 


(d)           Costs incurred by Landlord
for the repair of damage to the Building to the extent that Landlord is or
should be reimbursed by insurance proceeds;


 


(e)           Interest, principal, points
and fees on debts or amortization on any mortgage or mortgages or any other
debt instrument encumbering the Leased Premises; reserves for bad debts or for
future improvements, repairs, additions, etc.; and depreciation;


 


(f)            Advertising and promotional
expenditures, and costs of signs in or on the Building identifying the owner of
the Building, and other marketing costs, including without limitation, leasing
commissions, attorneys’ fees in connection with the negotiation and preparation
of letters, deal memos, letters of intent, leases, subleases and/or
assignments, space planning costs, and other costs and expenses incurred in
connection with lease, sublease and/or assignment negotiations and transactions
with Tenant or present or prospective Tenants or other occupants of the
Building;


 


(g)           Costs incurred by Landlord
because of Landlord’s violation of the terms and conditions of the Lease;


 


(h)           Overhead and profit
increment paid to Landlord or to subsidiaries or affiliates of Landlord for
goods and/or services in or to the Building to the extent the same exceeds the
costs of such goods and/or services rendered by unaffiliated third parties on a
competitive basis;


 


(i)            Landlord’s general corporate
overhead and general and administrative expenses, including without limitation,
costs associated with the operation of the business of the entity which
constitutes Landlord as the same are distinguished from the costs of operation
of the Building, including accounting and legal matters, costs of defending any
lawsuits with or claims by any mortgagee, costs of selling, syndicating,
financing, mortgaging or hypothecating any of Landlord’s interest in the Leased
Premises, costs of any disputes between Landlord and its employees (if any) not
engaged in Building operation, disputes of Landlord with Building management,
or outside fees paid in connection with disputes with other tenants;


 


(j)            Costs incurred in connection
with upgrading the Building to comply with life, fire and safety codes,
ordinances, statutes or other laws in effect before the Commencement Date,
including, without limitation, the ADA, including penalties or damages incurred
because of that non-compliance.  Any
costs incurred (and which are not otherwise excluded from Operating Expenses)
in upgrading the Building to comply with laws in effect after the Commencement
Date shall be 


 


7

















 


included
in the Operating Expenses but shall be amortized over the useful life of the
improvements;


 


(k)           Tax penalties incurred as a
result of Landlord’s failure to make payments and/or to file any tax or
informational returns when due;


 


(l)            Costs for which Landlord has
been compensated by a management fee, and any management fees in excess of
those management fees which are normally and customarily charged by Landlords
of comparable Class A office buildings in the County where the Building is
located (“Comparable Buildings”);


 


(m)          Costs arising from the
negligence or fault of Landlord or its agents, or any vendors, contractors, or
providers of materials or services selected, hired or engaged by Landlord or
its agents including, without limitation, the selection of Building materials;


 


(n)           Notwithstanding any contrary
provision of the Lease, including, without limitation, any provision relating
to capital expenditures, any and all costs arising from the presence of
hazardous materials or substances (as defined by applicable laws in effect on
the date of this Lease is executed) in or about the Leased Premises including,
without limitation, hazardous substances in the ground water or soil which
Landlord is responsible to remediate under this Lease.


 


(o)           Costs arising from Landlord’s
charitable or political contributions;


 


(p)           Costs arising from any
mandatory or voluntary special assessment on the Leased Premises by any transit
district authority or any other governmental entity having the authority to
impose such assessment;


 


(q)           Costs for the acquisition of
(as contrasted with the maintenance of) sculpture, paintings, or other objects
of art;


 


(r)            Costs incurred in connection
with any environmental clean-up, response action, or remediation on, in, under
or about the Leased Premises, including but not limited to, costs and expenses
associated with the defense, administration, settlement, monitoring or
management thereof;


 


(s)           Any entertainment, dining,
or travel expenses for any purpose;


 


(t)            The cost of any magazine,
newspaper, trade or other subscriptions;


 


(u)           The cost of any training or
incentive programs, other than for tenant life safety information services;


 


(v)           The cost of any “tenant
relations” parties, events or promotions not consented to by any authorized
representative of Tenant in writing;


 


8

















 


(w)          Any other expenses that, in
accordance with generally accepted accounting principals, consistently applied,
would not normally be treated as Operating Expenses by landlords of Comparable
Buildings.


 


Operating
Expenses shall be reduced by all cash discounts, trade discounts, quantity
discounts, rebates, or other amounts received by landlord or Landlord’s
managing agent in the purchase of any goods, utilities, or services in
connection with the operation of the Building. 
If any facilities, services, or utilities used of the Building are
provided from another building owned or operated by Landlord or vice versa, the
costs incurred by Landlord for those facilities, services or utilities shall be
allocated to Operating Expenses by Landlord on a reasonably equitable basis.


 


4.6           If Tenant disputes the
amount of Additional Rent set forth in any annual Statement, delivered by
Landlord, Tenant shall have the right to provide notice to Landlord that it intends
to inspect and copy Landlord’s accounting records and other books and records
for the expense year covered by such Statement during normal business hours (“Tenant
Review”).  Any Tenant Review shall take
place in Landlord’s office at the Building or at such other location in
Hunterdon or Somerset County as Landlord may reasonably designate, and Landlord
will provide Tenant with reasonable accommodations for that Tenant Review and
reasonable use of available office equipment. 
Tenant shall provide Landlord with not less than two (2) weeks’
prior written notice of its desire to conduct the Tenant Review.  In connection with the foregoing review,
Landlord shall furnish Tenant with whatever reasonable supporting documentation
relating to the subject Statement as Tenant may reasonably request, including
any previous audit conducted by Landlord for the expense year in question.  If, following Tenant’s Review, Tenant and
Landlord continue to dispute the amounts of Additional Rent shown on Landlord’s
Statement and Landlord and Tenant are unable to resolve that dispute, then
either Landlord or Tenant may submit that dispute to a retired New Jersey
Superior Court or Federal Court Judge (hereinafter “Judge”), as selected by the
mutual consent of the parties hereto, or if no such consent is reached, as
appointed by the Judge of the New Jersey Superior Court, Hunterdon County,
Chancery Division for private adjudication. 
The Judge’s decision shall be conclusive and binding on both Landlord
and Tenant.  If the resolution of the
parties’ dispute with regard to the Additional Rent shown on the Statement,
pursuant to the Judge” Decision reveals an error in the calculation of Tenant”
pro rata share of expenses to be paid for such expense year, the parties’ sole
remedy shall be for the parties to make appropriate payments or reimbursements,
as the case may be, to each other as are determined to be owing.  Any such payments shall be made within thirty
(30) days following the resolution of the dispute at Tenant’s election, Tenant
may treat any overpayments resulting from the foregoing resolution of such
parties’ dispute as a credit against rent until such amounts are otherwise paid
by Landlord.  Tenant shall be responsible
for all costs and expenses associated with Tenant’s Review, and Tenant shall be
responsible for all reasonable audit fees, attorneys’ fees and related costs of
Tenant relating to the private adjudication (collectively, the “Costs”),
provided that if the parties’ final resolution of the dispute involves the
overstatement by Landlord of expenses for such expense year in excess of three
percent (3%), then Landlord shall be responsible for all Costs.  In the event final resolution of the dispute
results in a finding of no overstatement by Landlord of expenses for such
expense year, then Tenant shall be responsible for all Costs incurred by
Landlord associated with the private adjudication.  If the private adjudication results in a
finding of an overstatement between zero and three (3%) percent, each party
shall pay its own costs and one-half of the fees of the 


 


9

















 


Judge.  This provision shall survive the termination
of this Lease to allow the parties to enforce their respective rights
hereunder.


 


5.             LEASE
CONTINGENCIES


 


5.1           This Lease Agreement is
herein made expressly contingent upon Landlord obtaining preliminary major site
plan approval, together with any required variances and/or waivers on or before
February 28, 2000, from the Union Township, Hunterdon County, New Jersey
Planning Board, PROVIDED, HOWEVER, that this contingency, at Landlord’s option,
may be extended to March 31, 2000 in the event said extension is deemed
necessary for approval, the preliminary site plan application has been deemed
complete by said Planning Board and the statutorily required public hearing is
in progress or has been scheduled.


 


5.2           This Lease Agreement is
herein made expressly contingent upon Landlord obtaining a
building/construction permit as required to construct the Building and associated
site improvements constituting the subject matter of the Union Township
Planning Board preliminary site plan approval, on or before April 1, 2000,
PROVIDED, HOWEVER, in the event that any third party approvals and/or permits
constituting pre-requisites to obtaining the required building/construction
permit, including but not limited to Hunterdon County Planning Board approval,
New Jersey Department of Environmental Protection Approval, Hunterdon County
Soil Conservation District approval, Hunterdon County Health Department
approval and New Jersey Department of Transportation access permit, has not
been obtained on or before April 1, 2000, then in that event this
contingency period shall be extended to June 1, 2000.  Landlord agrees to commence construction with
fifteen (15) days of obtaining the required building/construction permit.  The contingency period in this Paragraph 5.2
shall not be extended beyond June 1, 2000 by reason of Paragraph 31.1 of
this Lease, notwithstanding anything .therein to the contrary.  In addition, Landlord shall not have the
right to terminate this Lease as provided herein in order to lease a building
of 50,000 or more square feet to another tenant, and if this Lease is
terminated by Landlord in accordance with this Paragraph 5.2 Landlord
covenants, for a period of not less than one (1) year following
termination of this Lease, not to enter into any lease or leases of all or any
part of the Leased Premises of 50,000 or more square feet, which covenant shall
survive termination of this Lease.  The
provisions of the immediately preceding sentence shall govern notwithstanding
Paragraph 5.5.


 


5.3           This Lease Agreement is
herein made expressly contingent upon Landlord obtaining title to Block 23, Lot
2.04 pursuant to an existing Contract (the “Contract”) between Landlord and
Alexander Patullo (“Seller”) dated October 13, 1999 on or before April 15,
2000.  Landlord warrants and represents
that (i) the Contract is in full force and effect, (ii) Landlord is
not in default under the Contract, (iii) based upon information and belief
Seller is not in default under the Contract and all contingencies and
conditions precedent to Seller’s performance of the Contract have been
satisfied, (iv) Landlord has filed complete applications with the Union
Township, Hunterdon County, NJ Planning Board for variance and site plan
approvals, (v) Landlord knows of no facts or circumstances which
reasonably could prevent Landlord from starting construction on the Building on
or before June 1, 2000 and completing construction of the Building on or
before April 1, 2001.


 


10














 


5.4           The date or dates for
satisfaction of the contingencies, as set forth in this Paragraph 5, may be
extended by written agreement between the parties hereto.


 


5.5           If there is a failure of any
contingency, as set forth in this Lease Agreement, then in that event this
Lease Agreement shall become null and void with neither party having any
further obligation to the other in law or in equity, otherwise this said Lease
Agreement to remain in full force and effect.


 


6.             BUY-OUT OF
EXISTING LEASES


 


6.1           Tenant is presently leasing
office space from Century Development, L.L.C. pursuant to a Lease dated September 9,
1998 and Clinton Unity Group, L.L.C. dated June 1, 1999.  Both the September 9, 1998 and June 1,
1999 Leases are for terms that expire on December 31, 2001.  Landlord warrants and represents that the
members of Premiere Development, L.L.C. own and/or control all right, title and
interest in and to Century Development, L.L.C. and Clinton Unity Group, L.L.C.


 


6.2           Landlord herein agrees that
Tenant shall have the right to cancel the September 9, 1998 and June 1,
1999 Leases, as hereinabove described, on the Commencement Date, for a payment
by Tenant to Landlord in the sum of $96,914.42, PROVIDED, HOWEVER, it is
expressly understood and agreed that Tenant’s right to cancel said Leases is
herein made expressly contingent upon the initial ten (10) year term of
this said Lease commencing.  The parties
acknowledge and agree that $96,914.42 represents half the unamortized fit-up
amount due from Tenant to Landlord under the September 9, 1998 lease as of
April 1, 2001.  If the Commencement
Date of this Lease is delayed beyond April 1, 2001, for any reason, then
the $96,914.42 payment to be made by Tenant to Landlord shall be reduced by
half of the payments made on account of amortization of tenant fit- up by
Tenant to Landlord on and after April 1, 2001, in accordance with the September 9,
1998 lease.


 


7.             LIQUIDATED
DAMAGES FOR LANDLORD’S DELAY


 


7.1           The parties to this Lease
Agreement acknowledge and agree that in the event Landlord fails to deliver
possession of the Leased Premises, ready for occupancy, to Tenant on or before April 1,
2001, that Tenant will sustain damages and that said damages will be difficult,
if not impossible, to ascertain with certainty. 
It is agreed, therefore, that in the event Landlord fails to deliver
possession of the Leased Premises, ready for occupancy, to Tenant on or before April 1,
2001, that Tenant shall be entitled to a fifty (50%) percent discount in the
then current monthly rental payments made by Tenant to Century Development,
L.L.C. and Clinton Unity Group, L.L.C. pursuant to the September 1, 1998
and June 1, 1999 Leases (“Related Leases”) for April 2001, May 2001,
June 2001 and one hundred (100%) percent discount for July 2001 and
each month thereafter until such time as Landlord delivers the Leased Premises,
ready for occupancy, which said rental reduction shall constitute Tenant’s sole
and exclusive remedy for Landlord’s inability to deliver the Leased Premises
ready for occupancy on or before April 1, 2001 in law or in equity,
PROVIDED, HOWEVER, either party to this Lease shall have the right to terminate
the Lease and Tenant shall have the right to terminate one or both of the
Related Leases, without penalty or liability, if the Leased Premises is not
substantially completed on or before October 1, 2001.  The time periods in this paragraph can be
extended for up to but not 


 


11

















 


more
than ninety (90) days by reason of Force Majeure as defined and provided in
Paragraph 31.1.


 


8.             TENANT’S
RIGHT OF CANCELLATION


 


8.1           Tenant shall have the right,
in its sole discretion, to cancel this Lease at the end of the 5th year of the
term by providing Landlord with written notice of its intention to cancel on or
before the end of the 4th year of the term, TIME BEING OF THE ESSENCE,
together with Tenant’s payment to Landlord by certified or bank check the sum
of Two Million Five Hundred Ninety Thousand ($2,590,000.00) Dollars.


 


8.2           Tenant shall have the
further right, in its sole discretion, to cancel this Lease at the end of the 7th year of the term by providing Landlord with
written notice of its intention to cancel on or before the end of the 6th year of the term, TIME BEING OF THE ESSENCE,
together with Tenant’s payment to Landlord by certified or bank check the sum
of One Million Three Hundred Forty Thousand ($1,340,000.00) Dollars.


 


9.             TENANT’S
OPTION TO RENEW LEASE


 


9.1           Landlord herein grants
Tenant an option to renew this Lease for two (2) five-year terms on the
same terms and conditions as contained in this Agreement with the exception
that the rent for each additional five-year term shall be a sum equal to
ninety-five (95%) percent of the fair market rental value of the Leased
Premises, as is.  In determining the fair
market value, the portion of rent allocable to Operating Expenses shall be
excluded.  If for any reason the parties
cannot agree, then the rent for the five-year term, with respect to which there
is disagreement between the parties, shall be conclusively established by a
certified licensed real estate broker appointed by the Judge for the New Jersey
Superior Court, Hunterdon County Chancery Division.


 


9.2           The renewal options, as set
forth in ¶9.l of this Lease, shall terminate and become null and void unless
Tenant provides Landlord with written notice of its intention to renew the
Lease at least one year prior to the Lease term then in effect, TIME BEING OF
THE ESSENCE.


 


10.          CONSTRUCTION LIENS


 


10.1         Nothing contained in this Lease
shall be deemed, construed or interpreted to imply any consent or agreement on
the part of Tenant to subject Tenant or Tenant’s interest or estate to any
liability under the Construction Lien Law or any other lien law.  If any construction lien or other lien or any
notice of unpaid balance is filed and effects Tenant’s leasehold estate or
demands payment from Tenant for any work, labor, services or materials claimed
to have been performed or furnished for or on behalf of Landlord or anyone
holding any part of the Leased Premises through or under Landlord, Landlord
shall cause the same to be cancelled and discharged of record by payment, bond
or order of a court of competent jurisdiction within fifteen (15) days after
notice by Tenant to Landlord.  Landlord
shall indemnify, defend and hold harmless Tenant from and against all suits,
proceedings, judgments, claims, losses, costs and expenses, including without
limitation, reasonable counsel fees and expenses, arising out of or in any way
related to Landlord’s failure or alleged failure to perform and observe its
obligations in this Paragraph.  The
provisions of this Paragraph shall survive termination of this Lease.


 


12

















 


11.          USE AND OCCUPANCY OF LEASED
PREMISES


 


11.1         It is understood and agreed
that the use of the Leased Premises by Tenant shall be limited to general
office use and any other legally permitted use as established by Union Township
Land Use regulations in effect as of the date of this Lease.  It is agreed that Tenant shall not put the
Leased Premises to any other use absent prior written consent of Landlord,
which consent shall not be unreasonably withheld.


 


12.          COMPLIANCE WITH LAWS


 


12.1         The Landlord and Tenant
shall, at their individual cost and expense, promptly comply with all laws,
ordinances, rules, regulations, requirements and directives of the federal,
state, and municipal governments or public authorities and of all their
departments, bureaus and subdivisions, applicable to and affecting the use and
occupancy of Leased Premises for the correction, prevention and abatements of
nuisances, violations, and other grievances in, upon or connected with the use
and occupancy of Leased Premises, during the term hereof, and shall promptly
comply with all reasonable orders, regulations, requirements and directives of
the Board of Fire Underwriters or similar authority and of any insurance
companies which have issued or are about to issue policies of insurance
covering the use and occupancy of the Leased Premises and its contents, for the
prevention of fire and other casualty, damage or injury, provided Tenant shall
not be obligated to make any capital repairs, alterations or improvements to
the Leased Premises, all of which shall be completed by and at Landlord’s sole
cost and expense.


 


13.          ALTERATIONS OF LEASED
PREMISES


 


13.1         Tenant shall make no
alterations, changes, additions or improvements in the Leased Premises without
the written consent of Landlord, which consent shall not be unreasonably
withheld or delayed.


 


13.2         Any alterations, additions
and/or improvements made by either party upon the Leased Premises shall become
the property of Landlord and shall remain upon and be surrendered with the
Leased Premises as part thereof at the expiration or termination of the Lease
excepting trade fixtures, furniture and other personalty owned by Tenant and
not affixed to the Leased Premises, may be removed provided Tenant restores
damage resulting therefrom.


 


14.          LANDLORD’S SERVICES


 


14.1         Landlord shall provide at
its expense, subject to reimbursement under Paragraph 4:


 


(a)           Heating, ventilation and air
conditioning for the Leased Premises to maintain temperatures for comfortable
use and occupancy in light of Tenant’s use;


 


(b)           Automatic passenger
elevators providing adequate service leading to all floors of the Building;


 


13

















 


(c)           Janitorial services to the
Leased Premises as specified in Exhibit D;


 


(d)           Hot and cold water
sufficient for drinking, lavatory, toilet and ordinary cleaning purposes to be
drawn from approved fixtures in the Building in accordance with the approved
plans and specifications;


 


(e)           Electricity to the Premises
that provides electric current in reasonable amounts necessary for normal
office use, lighting, and heating, ventilating and air conditioning;


 


(f)            Replacement of lighting
tubes, lamp ballasts, and bulbs existing at the Building;


 


(g)           Extermination and pest
control when necessary; and


 


(h)           Maintenance of common areas
in a manner comparable to other first class office buildings in the Hunterdon
and Somerset County areas.  The
maintenance shall include cleaning, HVAC, illumination, snow shoveling,
deicing, repairs, replacements, lawn care and landscaping.


 


14.2         Tenant, its employees,
agents, and invitees shall have access to the Leased Premises, twenty-four (24)
hours a day, seven (7) days a week, without restriction.


 


15.          INSPECTION AND REPAIR


 


15.1         The Tenant agrees that the
Landlord and the Landlord’s agents, employees or other representatives, shall
have the right to enter into and upon the said Leased Premises and any part
thereof, at all reasonable hours, upon 24 hours’ notice to Tenant, for any
purpose consistent with its obligations as set forth Paragraph 4.3 of this said
Lease, and/or for the purpose of making such repairs, alterations or
improvements therein as may be required of the Landlord under this Lease.  Landlord will exercise this right to avoid if
possible, or otherwise minimize, any interference with Tenant’s use and occupancy
of the Leased Premises.  Except in an
emergency, electricity shall not be shut off without at least seven (7) days’
advance notice to Tenant.


 


16.          PUBLIC LIABILITY INSURANCE


 


16.1         The public liability
insurance that shall be maintained by Landlord pursuant to Paragraph 4.3 of
this Lease shall be a comprehensive general liability insurance policy which
will insure Landlord and Tenant against liability for injury to or death of
persons or loss or damage to their Leased Premises occurring in or about the Leased
Premises.  The minimum policy limits
shall be Two Million ($2,000,000.00) Dollars combined single limit coverage for
each occurrence with general aggregate limit of Two Million ($2,000,000.00)
Dollars.  Tenant shall be named as an
additional insured on all public liability insurance policies.


 


16.2         Tenant shall, at its own
expense, at all times during the term of this Lease maintain in full force, for
its employees, all employees’ workers’ compensation insurance required under
the laws of the State of New Jersey.


 


14

















 


17.          FIRE AND OTHER CASUALTY


 


17.1         Tenant shall, at its own
expense, at all times during the term of this Lease, maintain in full force a
policy or policies of fire insurance, with extended coverage, on all of Tenant’s
fixtures, equipment and inventory situate in the Leased Premises with an
insurance company or companies approved by Landlord.  Said policy or policies to provide insurance
equal to the replacement value of the fixtures and equipment, together with
adequate inventory insurance.


 


17.2         In the event the Leased
Premises shall be damaged or destroyed by fire or other casualty so insured
against, Tenant agrees that it will claim no interest in any insurance
settlement arising out of any such loss where premiums are paid by Landlord, or
where Landlord is named as the sole beneficiary, and that it will sign any and
all documents required by Landlord or the insurance company or companies that
may be necessary for use in connection with the settlement of any such loss.


 


17.3         In case of fire or other
casualty, each party shall give the other immediate notice.  If the Leased Premises shall be partially
damaged by fire, the elements or other casualty, the Landlord shall repair the
same as speedily as practicable, but the Tenant’s obligation to pay the rent
hereunder shall not cease, but be adjusted according to the use that Tenant can
make of the Leased Premises.  If the
Leased Premises be so extensively and substantially damaged as to render them
untenantable, then the rent shall cease until such time as the Leased Premises
shall be made tenantable by the Landlord. 
However, if in the reasonable judgment of the Landlord, the Leased
Premises be totally destroyed or so extensively and substantially damaged as to
require a rebuilding thereof, then, upon notice in writing, within thirty (30)
days of the damage, to Tenant of such judgment, the rent shall be paid up to
the time of such destruction and then and from thenceforth, this Lease shall
come to an end, PROVIDED, HOWEVER, Landlord shall be obligated to rebuild the
Building provided (i) there will be two years remaining on the Lease term
subsequent to the date that the re-building, as reasonably estimated, will be
completed, and (ii) there are sufficient insurance proceeds
available.  If the Leased Premises can
not reasonably be restored, within ninety (90) days of the damage, then Tenant
shall also have the right to terminate the Lease by notice to Landlord.


 


17.4         Each party shall be required
to provide the other with copies of all insurance policies required of it by
this said Lease, together with proof of premium payment within ten (10) days
of each said payment’s due date.  Each
policy procured by one party to this Lease Agreement shall contain a provision
that it cannot be canceled for non-payment or other cause absent ten (10) days’
prior written notice to the other party.


 


17.5         Should either party to this
Lease fail to keep in effect and pay for such insurance as required by
Paragraphs 16 and 17 of this Lease, the other party may do so, in which event
the insurance premiums paid by the other party shall become due and payable
promptly by the party who was to have paid for such insurance and failure to so
pay on demand shall constitute a default of this Lease.  If Landlord defaults, Tenant shall have the
right to deduct the amount due from rent thereafter coming due.


 


15

















 


17.6         The fire and extended
coverage (all risk) insurance referred to in Paragraph 4.3 shall keep Landlord
insured against damage and destruction by fire, earthquake, vandalism, and
other perils in the amount of the full replacement value of the Building, as
the value may exist from time to time. 
The insurance shall include an extended coverage endorsement of the kind
required by an institutional lender to repair and restore the Building.


 


17.7         Each party waives claims
arising in any manner in its (“Injured Party’s”) favor and against the other
party for loss or damage to the Injured Party’s property located within or
constituting a part or all of the Leased Premises.  This waiver applies to the extent the loss or
damage is covered by:


 


(a)           the Injured Party’s
insurance; or


 


(b)           the insurance the Injured
Party is required to carry under this Paragraph, whichever is greater.  The waiver also applies to each party’s
directors, officers, employees shareholders, and agents.  The waiver does not apply to claims caused by
a party’s willful misconduct.


 


18.          DAMAGE, REPAIRS


 


18.1         In the case of the
destruction of or damage of any other kind to the Leased Premises caused by the
carelessness, negligence or improper conduct on the part of Tenant or the
Tenant’s agents, employees, guests, licensees, invitees, subtenants, assignees
or successors, the Tenant shall repair the said damage or replace or restore
any destroyed parts of the Leased Premises, as speedily as possible, at the
Tenant’s own cost and expense, or reimburse Landlord, within ten (10) days
of Landlord’s request, in the event that Landlord undertakes to repair, replace
or restore any destroyed parts constituting the subject matter of this
provision.


 


19.          ASSIGNMENT AND SUBLET


 


19.1         Tenant shall not assign this
Lease or any interest in this Lease, or sublet the Leased Premises or any part of
the Leased Premises, or license the use of all or any portion of the Leased
Premises or business conducted there, or encumber or hypothecate this Lease,
without first obtaining the written consent of Landlord, which said consent
shall not be unreasonably withheld or delayed, and any assignment, subletting,
licensing, encumbering or hypothecating of this Lease without such prior
written consent shall, at the option of Lessor, terminate this Lease PROVIDED,
HOWEVER, Tenant shall have the right to assign this Lease to related entities
on notice, but without consent, and provided further that in the event there is
an assignment or sublease, other than to related entities, the net profits
accruing from said assignment or sublease shall be divided evenly between
Landlord and Tenant, i.e. 50% to each (after first deducting all brokerage
fees, fit-up costs and tenant inducement costs.) Landlord shall be deemed to
have consented to a proposed assignment or sublease unless Landlord otherwise
notifies Tenant in writing, specifying in reasonable detail its reasons for
denying consent, within ten (10) days after Tenant has requested Landlord’s
consent.  In connection with a proposed
assignment, sublease, sale of the assets of Tenant, corporate merger,
consolidation or reorganization, or at any other time reasonably requested by
Tenant, Landlord shall, without waiving its right to withhold consent, execute
and deliver to Tenant, within ten (10) days after Tenant’s request, a
written 


 


16

















 


statement,
which may be relied upon by Tenant, its successors, assigns and any third party
with whom the Tenant is dealing, certifying:


 


(a)           the accuracy of the Lease
document;


 


(b)           the Commencement Date and
ending dates of the Lease;


 


(c)           that the Lease is unmodified
and in full effect or in full effect as modified, stating the date and nature
of the modification;


 


(d)           whether to Landlord’s
knowledge Tenant is in default or whether Landlord has any claims or demands
against Tenant and, if so, specifying the default, claim or demand; and


 


(e)           to other correct and
reasonably ascertainable facts that are covered by the Lease terms.


 


20.          MORTGAGE
PRIORITY/SUBORDINATION


 


20.1         This Lease shall be senior
in priority to any mortgage, ground lease or other monetary lien hereafter
encumbering the Leased Premises, PROVIDED, HOWEVER, Tenant shall, within ten (10) days
of Landlord’s request, subordinate this Lease to any future mortgage, ground
lease or other monetary encumbrance, provided the holder of such encumbrance
agrees, in a form reasonably acceptable to Tenant, that this Lease and Tenant’s
rights hereunder shall not be affected by any default by Landlord under such
mortgage, ground lease or other monetary encumbrance so long as Tenant is not
in default under this Lease, after notice and expiration of any grace period
hereunder.  A Memorandum of Lease, as
agreed to between the parties, shall be placed of record in the Hunterdon
County Clerk’s Office.  Said Memorandum
shall make provision for Landlord’s unilateral cancellation upon termination of
Lease for any cause including Tenant’s default.


 


21.          ENVIRONMENTAL COVENANTS


 


21.1         Landlord and Tenant shall
each, at their own cost and expense, comply with all applicable environmental
laws and regulations pertaining to the Leased Premises, subject to the terms
and conditions of this Lease.


 


21.2         The Landlord shall be
responsible for the remediation of and shall indemnify, defend and hold the
Tenant harmless from any damages sustained by Tenant, including legal fees and
costs of suit, proximately related to alleged environmental contamination or
environmental damage, of a nature or type requiring remediation by virtue of
state and/or federal law and/or regulation, resulting from or proximately
related to environmental contamination determined to have occurred prior to the
Commencement Date.  The provisions of
this paragraph shall survive the termination of this Lease.


 


21.3         The Tenant shall be
responsible for the remediation of and shall indemnify, defend and hold the
Landlord harmless from any damages sustained by Landlord, including legal fees
and costs of suit, proximately related to alleged environmental contamination
or 


 


17

















 


environmental
damage, of a nature or type requiring remediation by virtue of state and/or
federal law and/or regulation, resulting from or proximately related to
environmental contamination determined to have occurred subsequent to the
Commencement Date and not caused by Landlord, its contractors, agents and
invitees.  Landlord represents, to its
knowledge, based upon information and belief, that no hazardous substances, as
defined in the New Jersey Spill Act, ISRA, or any other environmental statute are
present at the Leased Premises, there are no underground storage tanks at the
Leased Premises, the Leased Premise is not subject to any pending environmental
enforcement actions or investigations, and to the best of Landlord’s knowledge,
there have been no leaks, releases or discharges of hazardous substances at the
Leased Premises.  The provisions of this
paragraph shall survive the termination of this Lease.


 


22.          TENANT REGULATIONS


 


22.1         Any reasonable rules and
regulations with regard to the use and occupancy of the building or the Leased Premises
by Tenant as attached hereto or as reasonably adopted at any time during the
term of this Lease and of which Tenant is notified in writing, shall in all
things be observed and performed by Tenant, its servants, agents and invitees,
provided that such rule shall not be inconsistent with e Tenant’s rights
or the Landlord’s obligations as herein expressed.


 


23.          NON-LIABILITY OF LANDLORD


 


23.1         The Landlord shall not be
liable for any damage or injury which may be sustained by the Tenant or any
other person, as a consequence of the failure, breakage, leakage or obstruction
of the water, plumbing, steam, sewer, waste or soil pipes, roof, overhead
doors, drains, leaders, gutters, downspouts or the like or of the electrical,
gas, power, conveyor, refrigeration, sprinkler, air-conditioning or heating
systems, elevators, or by reason of the elements, unless such damage or injury
is proximately caused by Landlord’s willful misconduct or gross negligence of
which Landlord has reasonable written notice and a reasonable opportunity to
cure but which it fails to so cure.


 


24.          RIGHT TO EXHIBIT


 


24.1         The Tenant agrees to permit
the Landlord and the Landlord’s agents, employees or other representative to
show the Leased Premises to persons wishing to purchase the same, and Tenant
agrees that on and after six (6) months preceding the expiration of the
initial or any renewal term, the Landlord or the Landlord’s agents, employees
or other representatives shall have the right to show the Leased Premises to
prospective Tenants and to place notices on the front of said Leased Premises
or any part thereof, offering the premise for rent or for sale.  All such showings of the Leased Premises
shall be made at reasonable hours, upon reasonable notice to Tenant.


 


25.          CONDEMNATION, EMINENT DOMAIN


 


25.1         If the land and Leased
Premises leased herein, or of which the Leased Premises are a part, or a
portion thereof, materially adversely affecting Tenant’s use and occupancy, in
Tenant’s reasonable judgment, shall be taken under eminent domain or
condemnation proceedings, or if suit or other action shall be instituted for
the taking or condemnation thereof, of or in lieu of any formal condemnation
proceedings or actions, the Landlord shall sell and 


 


18

















 


convey
the said Leased Premises or such portion thereof, to the governmental or other
public authority, agency, body or public utility, seeking to take said land and
Leased Premises or such portion thereof, then this Lease, at the option of the
Landlord or Tenant, shall terminate, and the term hereof shall end as of such
date of transfer of title; and the Tenant shall have no claim or right to claim
or be entitled to any portion of any amount which may be awarded as damages to
Landlord or paid to Landlord as the result of such condemnation proceedings or
paid to Landlord as the purchase price for such sale or conveyance in lieu of
formal condemnation proceedings.  The
Tenant agrees to execute and deliver any instruments, at the expense of the Landlord,
as may be deemed necessary or required to expedite any condemnation proceedings
or to effectuate a proper transfer of title to such governmental or other
public authority, agency, body or public utility seeking to take or acquire the
said lands and Leased Premises or such portion thereof.  The Tenant covenants and agrees to vacate the
said Leased Premises, remove all of Tenant’s Leased Premises therefrom and
deliver up peaceable possession thereof to the said purchaser.  Failure by the Tenant to comply with any
provisions in this clause shall subject the Tenant to such costs, expenses,
damages and losses as the Landlord may incur by reason of the Tenant’s default
thereof.  The Tenant shall be entitled to
receive any relocation expenses awarded by a court in condemnation or paid in
any negotiated acquisition in lieu of condemnation.


 


26.          REMEDIES UPON TENANT’S
DEFAULT


 


26.1         If there should occur any of
the following defaults (“Event of Default”) on the part of the Tenant in the
performance of any conditions and covenants herein contained, which are not
cured within ten (10) days written notice, provided the ten (10) day
period shall be extended as reasonably required to permit cure, in the event (a) the
default does not involve the payment of money to Landlord and (b) Tenant
is diligently pursuing a cure, or should the Tenant be evicted by summary
proceedings or otherwise, the Landlord, in addition to any other remedies
herein contained or as may be permitted by law, may re-enter the said Leased
Premises and the same have and again possess and enjoy; and as agent for the
Tenant or otherwise, relet the Leased Premises and receive the rents therefrom
and apply the same, first, to the payment of such expenses, reasonable
attorneys’ fees and costs, as the Landlord may have been put to in re-entering
and repossessing the same and, second, to the payment of the rents due
hereunder.  The Tenant shall remain
liable for such rents as may be in arrears and also the rents as may accrue
subsequent to the re-entry by the Landlord, to the extent of the difference
between the rents reserved hereunder and the rents, if any, received by the
Landlord during the remainder of the unexpired term hereof, after deducting the
aforementioned expenses, fees an costs; the same to be paid as such
deficiencies arise and are ascertained each month.


 


27.          TERMINATION ON TENANT’S
DEFAULT


 


27.1         If an Event of Default
occurs, or should the Tenant be adjudicated as bankrupt, insolvent, or placed
in receivership, or should proceedings be instituted by or against the Tenant
for bankruptcy, insolvency, receivership, agreement of composition, or
assignment for the benefit of creditors, and the Tenant shall fail to have said
proceeding terminated within sixty (60) days, or if this Lease or the estate of
the Tenant hereunder shall pass to another by virtue of any court proceedings,
writ of execution, levy, sale or by operation of law, except as permitted in
this Lease, the Landlord may, if the Landlord so elects, at any time
thereafter, terminate this Lease, and the term hereof upon giving to the Tenant
or to any trustee, receiver, assignee or other 


 


19

















 


person
in charge of or acting as custodian of the assets or Leased Premises of the
Tenant, five (5) days’ notice in writing of the Landlord’s intention so to
do.  Upon giving of such notice, this
Lease and the term hereof shall end on the date fixed in such notice as if the
said date was the date originally fixed in this Lease for the expiration
hereof.


 


28.          DEFAULT BY LANDLORD AND
REMEDIES OF TENANT


 


28.1         If Landlord shall default in
its obligation to pay money to Tenant for a period often (10) days
(hereafter “Monetary Default”), or default in its obligation to perform or
observe any other term, condition, covenant or obligation required to be
performed or observed by it under this Lease for a period of thirty (30) days
after notice thereof from Tenant; PROVIDED, HOWEVER, that if the term,
condition, covenant or obligation to be performed by Landlord is of such nature
that the same cannot reasonably be performed within such thirty (30) day
period, excluding any Monetary Default, such default shall be deemed to have
been cured if Landlord commences such performance within said thirty (30) day
period and thereafter diligently undertakes to complete same.  Upon the occurrence of any such default,
Tenant may (a) sue for injunctive relief, and (b) cure any default of
Landlord in which event Landlord shall reimburse Tenant for any costs and
expenses which Tenant may incur to cure such default, failing payment of which
by Landlord within thirty (30) days after Tenant renders an invoice to Landlord
therefor, deduct the amount due from all rents and other amounts due Landlord
from Tenant.


 


29.          REMOVAL OF TENANT’S PROPERTY


 


29.1         Any equipment, fixtures,
goods or other property of the Tenant, not removed by the Tenant upon the
termination of this Lease, or upon the Tenant’s eviction, shall be considered
as abandoned after ten (10) days, and the Landlord shall have the right
thereafter, upon five (5) days’ notice in writing to the Tenant, to sell
or otherwise dispose of the same, and shall not be accountable to the Tenant
for any part of the proceeds of such sale, if any.  All costs associated with removal of abandoned
property should be at the expense of the Tenant.


 


30.          REIMBURSEMENT OF LANDLORD


 


30.1         If the Tenant shall fail or
refuse to comply with and perform any conditions and covenants of the written
Lease, the Landlord may, upon twenty (20) days’ notice in writing to the
Tenant, if Landlord so elects, carry out and perform such conditions and
covenants, at the cost and expense of the Tenant, and the said cost and expense
shall be payable on demand, or at the option of the Landlord, shall be added to
the installment of rent due immediately thereafter, but in no cause later than
one (1) month after such demand, whichever occurs sooner, and shall be due
and payable as such.  This remedy shall
be in addition to such other remedies as the Landlord may have hereunder by reason
of the default of the Tenant of any of the covenants and conditions in this
Lease contained.


 


31.          NON-PERFORMANCE BY LANDLORD
OR TENANT


 


31.1         Whenever a period of time is
prescribed for taking any action by Landlord or Tenant, excluding payment of
rent or other charges and excluding time for notice to be given, Landlord or
Tenant as the case may be shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, the period
during which performance is


 


20














 


delayed
by Force Majeure (hereinafter defined), which period shall commence and be
measured from the date the party whose performance is prevented notified the
other party of the Force Majeure and ending when the Force Majeure ends.  In no event shall a party be entitled to an
extension in time for performance due to Force Majeure for the period of Force
Majeure preceding notice thereof to the other party.  Force Majeure means strikes, lockouts, acts
of God, governmental restrictions, enemy act, civil commotion, fire or other
casualty, or other causes of like nature beyond the control of the party so
prevented.  In no event shall a lack of
financing or unavailability of funds constitute Force Majeure.


 


32.          VALIDITY OF LEASE


 


32.1         The terms, conditions, covenants
and provisions of this Lease shall be deemed to be severable.  If any clause of provisions herein contained
shall be adjudged to be invalid of unenforceable by a Court of competent
jurisdiction or by operation of any applicable law, it shall not affect the
validity of any other clause or provision herein, but such other clauses or
provisions shall remain in full force and effect.


 


33.          NON-WAIVER BY LANDLORD AND
TENANT


 


33.1         The various rights,
remedies, option and elections of the Landlord and Tenant, expressed herein,
are cumulative and the failure of the Landlord or Tenant, to enforce strict
performance by the other of the conditions and covenants of this Lease or to
exercise any election or option or to resort or have recourse to any remedy
herein conferred or the acceptance by the Landlord of any installment or rent
after any default by the Tenant, in any or more instances shall not be
construed or deemed to be a waiver or a relinquishment for the future by the
Landlord of any such condition and covenants, options, elections or remedies,
but the same shall continue in full force and effect.


 


34.          NOTICES


 


34.1         All notices required under
the terms of this Lease shall be given and shall be complete by mailing such
notices by certified mail, return receipt requested, to the address of the
party to be noticed or to such other address as may be designated in writing,
which change of address shall be given in the same manner, as follows:


 


	
  For Landlord:

  	
  Attn: David Dallas

  
	
   

  	
  P.O. Box 5301

  
	
   

  	
  Clinton, NJ 08809

  
	
   

  	
   

  
	
  Facsimile copy to:

  	
  Robert J. Benbrook, Esq.
  at 908-730-6860

  
	
   

  	
   

  
	
   

  	
  For the Tenant:  Attn: Todd Dixon

  
	
   

  	
  INO Therapeutics, Inc.

  54 Old Highway 22

  Clinton, NJ 08809

  
	
   

  	
   

  
	
  Facsimile copy to:

  	
  Russell B. Bershad, Esq. at 973-639-6345

  



 


21

















 


35.          COVENANT OF QUIET ENJOYMENT


 


35.1         The Tenant, upon payment of
the rent herein reserved and upon the performance of all the terms of the
Lease, shall at all times during the Lease term and during any extension term,
peaceably and quietly enjoy the Leased Premises without any disturbance from
the Landlord or from any other person claiming through the Landlord.


 


36.          LATE PAYMENTS


 


36.1         A late charge of five (5%)
percent of all amounts due shall be assessed against any payment not received
within ten (10) days after such payment is due, PROVIDED, HOWEVER, that
with respect to the first two (2) occurrences per calendar year wherein
Tenant fails to make a payment within ten (10) days after such payment is
due, no late charge shall become due and payable unless Tenant fails to make
the payment within ten (10) days of written notice from Landlord to Tenant
that said payment is “late,” as said term is used herein.


 


37.          BROKERAGE


 


37.1         Each party represents to the
other that Gale & Wentworth, L.L.C. is the sole real estate broker
involved in this transaction.  Landlord
agrees to pay a real estate commission pursuant to a separate agreement with
the Broker.  Each party agrees and
covenants to indemnify and hold the other party harmless from damages,
including reasonable attorneys fees, attributable to a claim for a brokerage
commission arising from alleged contact with said party.


 


38.          LESSEE’S RIGHT OF FIRST
OFFER TO LEASE OFFICE SPACE ON ADJOINING LANDS


 


38.1         Landlord represents that it has
entered into an Option Contract dated December 27, 1999 for the purchase
of 4.63 acres of land fronting on NJ Route 173 Union Township, Hunterdon
County, New Jersey, which said land, identified on the Union Township Tax Map
as Block 23, Lot 2.01 (the “Option Property”), is adjacent to the Leased
Premises constituting the subject matter of this Lease for the purpose of being
in the position of constructing on said land additional Class A office
space, and associated site improvements, as required to meet the anticipated
future requirements of Tenant.


 


38.2         If Landlord obtains an offer
to lease space in a Class A office building to be built on the Option
Property (the “Option Building”), Landlord grants Tenant a right of first offer
during the term of this Lease, as it may be extended, to rent any office space
proposed to be leased by Landlord in the Option Building, subject to the terms
and conditions hereafter set forth.


 


38.3         If Landlord receives a bona
fide offer or offers (“Offer”) to lease office space in the Option Building
from a third party, which Offer Landlord shall desire to accept, Landlord shall
promptly deliver to Tenant a copy of such Offer.  Tenant, within thirty (30) days after receipt
of such notice, may elect to lease office space in the Option Building on the
same terms as those set forth in such Offer. 
If Tenant shall not accept such Offer within the time herein specified,
Landlord shall have the right to lease the office space on the same terms and
conditions set forth in the Offer for a period of 180 days following Tenant’s
notice rejecting the Offer (Tenant’s failure to accept the Offer within the
thirty (30) day period shall be deemed to be 


 


22

















 


a
rejection).  It is the intent of Landlord
and Tenant that the terms of a lease consummated with a third party pursuant to
the Offer will be substantially the same as the terms of the Offer.  If there are material changes the revised
terms shall be a new Offer, subject to Tenant’s right of first refusal as
herein provided.  If Landlord and the
offeree of the Offer do not execute a lease pursuant to the Offer within the
180 day period, Tenant shall again have the right to lease the Offer space
pursuant to the Offer.


 


39.          AUTHORITY TO EXECUTE LEASE


 


39.1         Tenant herein represents and
acknowledges that Ashleigh Palmer is fully authorized to execute this said
Lease Agreement on behalf of Tenant and Landlord herein represents and
acknowledges that David Dallas, Robert Dallas and Robert VanVolkenburgh are
fully authorized to execute said Lease Agreement on behalf of Landlord.


 


39.2         This Lease Agreement can be
executed in multiple counterparts, all of which when taken together shall form
a single instrument.  This Lease
Agreement can be legally delivered by a party when such party signs and
telecopies a counterpart to the other party or the other party’s legal counsel,
provided the telecopier generates confirmation that the telecopy was
successfully transmitted, and provided further, a party delivering the Lease
Agreement by telecopy shall send the other party four originally executed
counterparts by overnight delivery within two (2) business days.


 


40.          ENTIRE CONTRACT


 


40.1         This Lease contains the
entire contract between the parties.  No
representative, agent or employee of the Landlord has been authorized to make
any representations or promises with reference to the within letting or to
vary, alter or modify the terms hereof. 
No additions, changes or modifications, renewals or extensions hereof,
shall be binding unless reduced to writing and signed by the duly authorized
representatives of Landlord and Tenant.


 


23

















 


ALL
THE TERMS, COVENANTS AND CONDITIONS herein contained shall inure to the benefit
of and shall bind the respective parties hereto, and their heirs, executors,
administrators, personal or legal representatives, successors and assignees.


 


IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals, or caused
these presents to be signed by their proper corporate officers.


 


 


	
   

  	
  PREMIERE
  DEVELOPMENT, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  David Dallas

  
	
   

  	
  David
  Dallas, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Robert Dallas

  
	
   

  	
  Robert
  Dallas, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert VanVolkenburgh

  
	
   

  	
  Robert VanVolkenburgh, Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INO
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lars Kallsater

  
	
   

  	
   

  	
  Name:
  Lars Kallsater

  
	
   

  	
   

  	
  Title:
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ashleigh Palmer

  
	
   

  	
   

  	
  Name:
  Ashleigh Palmer

  
	
   

  	
   

  	
  Title:
  President

  
				



 

















 


Century
Development, LLC and Clinton Unity Group, LLC herein agree to the covenants as
set forth in Paragraph 6 of this Lease.


 


 


	
   

  	
  CENTURY DEVELOMENT, LLC and
  CLINTON UNITY GROUP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Dallas

  
	
   

  	
  David Dallas, Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert Dallas

  
	
   

  	
  Robert Dallas, Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert VanVolkenburgh

  
	
   

  	
  Robert VanVolkenburgh,
  Member

  



 

















 


Guaranty of Lease


 


In
consideration of the execution of a certain lease dated February 1, 2000,
for premises located at Block 23, Lot 2.04 in the Township of Union, Hunterdon
County, New Jersey by and between Premiere
Development, L.L.C. (“Landlord”) and INO Therapeutics, Inc. (“Lessee”), the undersigned AGA AB,
S-181 81 Lidingö, Sweden, (“Guarantor”), hereby, jointly and severally,
guarantees unto said Landlord, and its successors and assigns, the punctual
payment by the Lessee named in said lease of all rents and other payments
payable or at any time falling due under said Lease or any extension or renewal
thereof made pursuant to any option or right of said Lessee in said Lease, and
the full, faithful and punctual performance by said Lessee of all the
covenants, agreements and provisions contained in said Lease on the part of
said Lessee theein to be done, paid, performed or observed prior to our during
the term of said Lease or any such extension of time or other modification by
said Landlord and Lessee, pursuant to written agreement, with respect to any of
the covenants, agreements and/or provisions of said Lease, or any such
extension or renewal of said Lease by said Landlord, or consent by said
Landlord to any assignment by said Lessee of said Lease and/or such extension
or renewal thereof, or subletting by said Lessee under said Lease and/or any
such extension or renewal thereof, and no acceptance by said Landlord of any
one or more checks, notes, bills or other commercial paper, with or without any
party or parties thereto, or other property on account, or in payment, of
and/or as security for, any rent or other payment to be paid by said Landlord
with said Lessee under settlement or compromise made by said Landlord with said
Lessee with respect to any such payment, and no other favor or indulgence
granted or shown to said Lessee by said Landlord; shall in any way affect the
liabilities of the undersigned hereunder, or in any way release the undersigned
from the obligations under the terms of this guarantee, PROVIDED, HOWEVER, that
said Guarantor shall have any right of set-off or defense under its Guarantor
obligations contained herein based on the partial or complete performance of
Lessee’s Lease obligations.  The
undersigned hereby waives demand and notice of default or of nonpayment and all
and every demand on notice, and all suretyship defenses.  It is covenanted between the parties hereto
that wherever the context herein so requires or admits the term “Landlord”
shall include the Landlord’s successors and assigns, and the term “Lessee”
shall include the Lessee’s successors and assigns.


 


Guarantor
herein represents and acknowledges that the undersigned are fully authorized to
execute this said Guaranty of Lease on behalf of Guarantor.


 


EXECUTED
on this 4th day of February, 2000.


 


	
  AGA
  AB

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Lennart Selander

  	
   

  	
  /s/
  Urban Murray

  
	
  Lennart
  Selander

  	
  Urban
  Murray

  
			



 


IN
THE PRESENCE OF:


 


	
  /s/
  illegible

  	
   

  	
   

  



 














 


Exhibit A


 


Work Letter For Proposed 60,000 Sq. Ft. Office Building

(Site Work & Shell Specification)


 


For Premier Development L.L.C.

Township of Union

Hunterdon County, NJ

Block 23, Lot 2.04

2/3/00


 


A.    Site Work:


 


1.     All soil erosion control measures will comply with the
Soil Erosion and Sediment Control of Hunterdon County Soil Conservation
District.


2.     Clearing, topsoil striping and stockpiling, building
excavation, site excavation and earthwork, building backfill and final grading
is included.


3.     Landscaping shall be based on the landscape plan LD-1
as per attachment to Exhibit A.


4.     Utility piping and site drainage are included.


5.     Site lighting is included.


6.     Paving, striping and signage are
included.


7.     Parking signage and exterior monument
address sign has been included.


8.     All site development will comply with NJ DOT,
Hunterdon County Land Development Standards, the Hunterdon County and the
Township of Union Planning Boards.


 


B.     Building Exterior:


 


1.     The exterior skin will primarily consist of a veneer
brick on a fully insulated, thermally protected, steel stud cavity wall framing
system. The masonry work will include traditional detail features at the
building base, entry points, and at window openings of the building. The work
will also include a limited amount of precast stone or specialized masonry
accents.


2.     The window system will primarily consist of a fixed
unit strip window system, a fixed unit curtain wall system, and some individual
fixed units on the corners of the building and at the first floor level. Some
operational window units will be optional and all units will have 1” insulated
reflective glass with a low -E coating.


3.     The two-story atrium will be enclosed by a fixed unit
curtain wall system used on other parts of the exterior.


4.     An automatic sliding entry door system with card
access for off hours will be used at the front of the building while standard
entry door system and hardware will be used at the parking and second floor
rear entrance.


 


C.     Concrete:


 


1.     All necessary concrete footings have been included.


2.     Slab on grade will be 4” thick, 3000 PSI with 6  x
6-10/10 WWF and a 6” stone base.


3.     4-1/2” 3000PSI concrete slab on 2”-20 gage metal floor
deck with 6 x 6-10/10 WWF.


4.     All floors shall have a flatness of .125in. per 10’ft.


5.     Any excessive flash patching during
tenant improvement work shall be the landlord’s responsibility.


6.     All floor systems will be designed for 1001b live
load.


 


1

















 


D.    Superstructure and Interior Components:


 


1.     Steel framing with rolled sections.


2.     Steel stair with steel pan concrete filled stair
tread.


3.     Elevator and Stair enclosures will consist of a rated
gypsum board and steel stud shaft wall assembly.


4.     Corridors and toilet core enclosures will be steel
stud and gypsum board construction.


5.     Interior doors will be solid core wood with stain
grade wood veneer, hung on a hollow metal frames, And shall be fitted with standard
door hardware.


6.     Sheet rock, taped and spackeled and ready for paint
will be completed under windows and around columns.


7.     Window sills are included.


8.     Window blinds will be jointly chosen and paid for by
landlord with 50% of the cost charged against tenant work letter allowance.


 


E.     Roof:


 


1.     Proposed roof to be mechanically fastened EPDM rubber
roof or built-up roof with 10 year warranty.


2.     Roof insulation will be tapered with internal roof
drains and overflow drain system.


3.     Roof walkway pads will be provided around all roof top
mechanical equipment.


 


F.     Glass and Glazing:


 


1.     All aluminum storefront, strip window, curtainwall,
and singular unit window systems will have thermally broken sections and will be
anodized or kynar factory applied finish as selected by landlord.


2.     1” insulated reflective glass with a low-E coating.


 


G.    Bathrooms (3 Mens and 3 Womens):


 


Bathrooms will
receive the following finishes:


 


·      Ceramic tile material allowance of $5,00
per sq. ft. for full height tile application on fixture wall only. All other
walls to receive vinyl wall covering.


·      Floors - Ceramic tile.


·      Ceilings material allowance of $2.00 per
sq. ft. for 2’x 4’ suspended ceiling
tiles in a standard 15/16” grid.


·      Lighting - 2’ x 4’ - 18 cell parabolic
lights.


·      Plastic laminate counter tops with an
under counter pipe enclosure that meets ADA requirements.


·      Wall mounted toilets.


·      Ceiling mounted metal toilet partitions,


·      Building standard bathroom accessories to
include:


·    Paper towel holders


·    Toilet paper holders


·    Feminine product dispenser


·    Trash receptacle


 


H.            Lobbies (Main Entry Parking Level Lobby, First Floor Rear Lobby):


 


The lobbies will receive the following finishes:


 


·      Walls - Vinyl wall covering.


·      Floors - A $15.00 per sq. ft. material
allowance for tile has been included for lobby flooring and a $30.00 per yard
carpet material allowance for other areas to be determined later.


·      Ceilings material allowance of $2.50 per
sq. ft. for 2’ x 2’  ceiling tile
and a 9/16” exposed grid.


 


2

















 


·      Lighting - 2’  x 4’ 18 cell parabolic lights (60 foot candles) for
corridor and elevator core areas with a limited amount of specialized
architectural lighting in the Main Entry Lobby


·      Grand Stair - Painted steel with concrete
pan tread, carpeted risers with the same carpet as the lobby flooring, custom
ornamental metal or premium grade wood handrails.


·      Feature Fountain in main lobby with
ceramic tile basin and rear wall with limited architectural finishes.


·      Limited enhancements to ceiling to
accentuate architectural features of the lobbies and corridors


·      Limited enhancements of custom architectural detailing
to walls of lobbies and corridor.


 


I.      Elevators:


 


1.     Two 2,500 lb. barrier-free passenger elevators.


2.     Elevator to be hydraulic piston type.


3.     Finishes for the elevator are as follows:


·      Wood veneer wall panels


·      Stainless steel doors and front wall


·       Carpet flooring


 


J.     Electrical
System:


 


1.     The building will be served by a 277/480 volt,
3-phase, 4-wire 2,000 AMP service from GPU with a pad-mounted transformer.


2.     The service will be capable of satisfying the
following building load requirements:


·      Building central HVAC system


·      Building Common Area power and lighting


·      Building site lighting


·    Tenant area general power and lighting a 6.0 watts/SF
(total connected load)


3.     The building shall be provided with a utility electric
meter installed in accordance with code.


4.     The landlord shall provide electrical distribution to
each floor to an electrical closet located by the landlord.


 


K.    HVAC:


 


1.     The building HVAC shall be gas fired and consist of a
roof top VAV system with out door economizer for cooling.


2.     The HVAC system shall be designed to meet all BOCA
code and ASHRE ventilation requirements.


3.     The landlord will provide all primary ductwork from
HVAC units to bends from shafts into tenant space.


4.     Landlord will provide 1 VAV box for every 2000 S.F. of
tenant space.


5.     The HVAC systems will be designed to accommodate all
conditioned spaces of the building except for the computer room and any other
specialized rooms requiring supplemental HVAC.


6.     The HVAC systems shall be designed to maintain the
following conditions:


·      Outdoor Summer = 95° DB/76° WB


·      Indoor Summer = 75° DB/50° RH


·      Outdoor Winter = 10°


·      Indoor Winter = 72°


·      The system shall have the capacity to maintain these
design temperatures based on a tenant usage of 4.5 watts per square foot for
lights and power.


 


L.     Automatic Fire Suppression System:


 


1.     The Building will be sprinkled as required in
accordance with all applicable codes.


2.     The Parking Garage, Main Lobby, Second Floor Rear
Lobby and adjoining circulation areas will have a sprinkler system provided by
the landlord.


3.     The landlord will provide all main sprinkler risers
and distribution loops on all floors. The layout and location of the sprinkler
system within the tenant spaces will be the responsibility of the tenant.


 


3

















 


4.     All sprinkler heads in the main lobbies, corridors,
and core areas will have concealed heads.


5.     Fire Alarm System throughout tenant spaces shall be
based on the tenant fit-up and shall be the tenants responsibility.


 


M.   Fire Protection:


 


1.     The Construction Type will be a 2C, non-combustible
unprotected construction.


2.     The Parking Garage will have rated fire separations
and spray-on protection between the above story and adjacent parts of the
building.


3.     The Atrium and Second Floor Rear Lobby will be fully
protected from adjacent lease areas


4.    A fire alarm system for the building core areas shall
be installed in accordance with all current applicable building codes including
BOCA and NFPA.


 


N.    General
Items:


 


1.     The landlord will pay for all charges during the
tenant fit-out i.e., air conditioning, heat, electrical, etc., and the cost
will be charged against the tenant’s Work Letter allowance @ 50%.


 


2.     Any tenant requirement for special provisions of heat
or air conditioning associated to meeting the project construction deadlines
that the landlord will pay for will likewise be charged against the tenant’s
Work Letter allowance.


 


3.     The tenant shall have the right to sign off on the
final plans before the commencement of construction to verify that the plans
meet the intent of the Work Letter.


 


O.    The
Following Items are Specifically Excluded From This Proposal:


 


1.     The following soft cost items:


·      Architectural costs tenant fit-out


·      Mechanical engineering costs of tenant
fit-out


·      Cost for fees, service fees, and all
Township related fees and permits for tenant fit-out


·      Acoustical engineer


 


4

















 





 

















 





 

















 





 

















 





 

















 





 

















 





 














 


Exhibit D


 


CLEANING SERVICES

(Five Nights Per
Week)


 


	
  OFFICE PREMISES

  
	
   

  	
   

  
	
  1.

  	
  Vacuum clean all
  carpeted areas.

  
	
   

  	
   

  
	
  2.

  	
  Sweep and dust mop all
  non-carpeted areas. Wet mop whenever necessary.

  
	
   

  	
   

  
	
  3.

  	
  All office furniture
  such as desks, chairs, files, filing cabinets, etc. shall be dusted with a
  clean created dust cloth whenever necessary.

  
	
   

  	
   

  
	
  4.

  	
  Empty and wash
  ashtrays.

  
	
   

  	
   

  
	
  5.

  	
  Empty wastepaper
  baskets and remove waste to the designated areas.

  
	
   

  	
   

  
	
  6.

  	
  All vertical surfaces
  within arms reach shall be spot cleaned to remove finger marks and smudges.
  Baseboard and window sills are to be spot cleaned whenever necessary.

  
	
   

  	
   

  
	
  7.

  	
  Cleaning of cafeterias,
  vending areas, kitchen facilities is included.

  
	
   

  	
   

  
	
  8.

  	
  Cleaning hours shall be
  Monday through Friday between 5:30 p.m. and 11:00 p.m.

  
	
   

  	
   

  
	
  9.

  	
  No cleaning service is
  provided on Saturday, Sunday and holidays.

  
	
   

  	
   

  
	
  10.

  	
  Upon completion of
  cleaning, all lights will be turned off and doors locked leaving the Leased
  Premises in an orderly condition.

  
	
   

  	
   

  
	
  11.

  	
  Glass entrance doors
  will be cleaned nightly.

  
	
   

  	
   

  
	
  COMMON AREAS

  
	
   

  	
   

  
	
  1.

  	
  Vacuum all carpeting in
  entrance lobbies, outdoor mats and all corridors.

  
	
   

  	
   

  
	
  2.

  	
  Wash glass doors in
  entrance lobby with a clean damp cloth and dry towel.

  
	
   

  	
   

  
	
  3.

  	
  Clean cigarette urns.
  Sweep and/or wet mop all resilient tile flooring. Hard surface floors such us
  quarry tile, etc., shall be cleaned nightly.

  
	
   

  	
   

  
	
  4.

  	
  Wash, clean and
  disinfect water fountains.

  
	
   

  	
   

  
	
  5.

  	
  Clean all elevators and
  stairwells.

  
	
   

  	
   

  
	
  6.

  	
  Lavatories — Men and
  Women.

  
	
   

  	
  a.

  	
  Floors in all
  lavatories shall be wet mopped each evening with a germicidal detergent to
  ensure a clean and germ free surface.

  
	
   

  	
  b.

  	
  Wash and polish all
  mirrors, shelves, bright work including any piping and toilet seats.

  
	
   

  	
  c.

  	
  Wash and disinfect wash
  basins and sinks using a germicidal detergent.

  
	
   

  	
  d.

  	
  Wash and disinfect
  toilet bowls and urinals.

  



 

















 


	
   

  	
  e.

  	
  Keep lavatory partitions, tiled walls, dispensers
  and receptacles in a clean condition using a germicidal detergent when
  necessary.

  
	
   

  	
  f.

  	
  Empty and sanitize sanitary disposal receptacles.

  
	
   

  	
  g.

  	
  Fill toilet tissue holders, towel dispensers and
  soap dispensers. Refills to be supplied by Lessor.

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Clean all air ventilation grill work in ceilings.

  
	
   

  	
   

  
	
  8.

  	
  Sweep and clean sidewalks and entrance areas.

  



 














 


FIRST AMENDMENT TO LEASE AGREEMENT


 


THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “Amendment”)
is made as of July 12, 2000, by and between PREMIERE DEVELOPMENT, LLC (“Landlord”) and INO THERAPEUTICS, INC. (“Tenant”).


 


RECITALS


 


A.            Landlord and Tenant entered
into a Lease Agreement dated February 28, 2000 (the “Lease”), providing
for Landlord to lease certain land and a building to be built on premises,
known as Block 23, Lot 2.04, Township of Union, Hunterdon County, New Jersey,
(and more particularly identified in the Lease as the “Property”).


 


B.            Paragraph 5.2 of the Lease
provides, among other things, that the Lease is contingent upon a
building/construction permit being issued on or before June 1, 2000.  Landlord and Tenant have disagreed as to
whether or not the Lease terminated in accordance with Paragraph 5.2.


 


C.            Landlord and Tenant desire
to modify the Lease, as stated herein.


 


NOW, THEREFORE, for good and valuable consideration, mutual receipt and
sufficiency of which is hereby acknowledged, it is agreed:


 


1.             Building Permit Contingency.


 


(a)           Landlord shall obtain a
Building Permit (hereinafter defined) on or before July 24, 2000 (the “Building
Permit Deadline”), as to which time is of the essence.  The Building Permit Deadline is not subject
to extension due to Force Majeure pursuant to Paragraph 31.1 of the Lease or
for any other reason, including without limitation, the need for any further or
other permits or approvals such as, without limitation, permits or approvals
from the New Jersey Department of Environmental Protection (“NJDEP”).  As used herein, “Building Permit” means a
permit issued by the Township of Union, which is in full force and effect and
unconditionally (except for the conditions set forth on Exhibit A annexed
hereto) allows Landlord to construct the Building in its entirety excluding the
Tenant Improvements (all capitalized terms used herein shall have the meaning
set forth in the Lease unless otherwise expressly provided herein).  By way of example and not limitation, a
permit allowing Landlord only to grade the Property or install footings and
foundations shall not be deemed to be a Building Permit.  Landlord shall notify Tenant of the issuance
of the Building Permit and provide Tenant with a copy of the Building Permit
not later than 24 hours after it is issued.


 


(b)           If a Building Permit has not
been issued and in full force and effect on or before the Building Permit
Deadline, Tenant alone (and not Landlord), at its sole option, and in its sole,
unreviewable discretion, shall have the right to terminate the Lease by written
notice on or before August 3, 2000, as to which time is of the
essence.  If the Lease is terminated, the
parties shall have no further rights or liabilities thereunder, including
without limitation, any claim for damages, repayment, contribution, specific
performance or any other claim which does, may or could arise by virtue of
termination of the Lease.  However, if
notwithstanding the foregoing, any claims (“Claims”), including without
limitation, claims for damages, contribution, 


 

















 


repayment
or specific performance, exist, now or in the future, they are irrevocably and
unconditionally waived and released by Landlord and Tenant.  If any Claims are asserted by one party
against the other, the asserting party shall indemnify and hold harmless the
other party from and against all losses, costs and expenses, including without
limitation, reasonable counsel fees, arising out of or in any way related to
the Claim.  The agreements set forth
herein are made by Landlord recognizing that it has invested in excess of $1
million in the acquisition and development of the Property in order to lease
the Property to Tenant pursuant to the Lease and that Landlord may not be able
to recover some or all of its money if the Lease is terminated.  Tenant makes these agreements recognizing
that it may not be able to replace the Lease with another lease which will
allow Tenant to open and operate when Tenant would open and operate if the
Lease were not terminated, and that failure to open and operate as contemplated
will have a material adverse effect on the conduct of Tenant’s business.


 


(c)           Tenant’s right to terminate
the Lease as above provided cannot be waived, released or modified, nor can the
Building Permit Deadline be extended, except pursuant to an express written
agreement duly executed and delivered by Tenant to Landlord.  No action, inaction, precedent, custom,
manner of dealing, oral communication or other conduct by or on the part of
Tenant shall constitute or be asserted by Landlord to constitute a waiver,
release, amendment or modification of Tenant’s right to terminate the Lease as
above provided, nor an extension of the Building Permit Deadline.  No action or communication by any agent or
representative of Tenant other than its legal counsel, Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, or purporting to represent Tenant, shall be
binding on Tenant.


 


2.             Tenant’s Plans.  Landlord agrees to provide satisfactory base
building plans within five (5) days from the date hereof.  The second sentence of Paragraph 1.3 of the
Lease is modified to provide that Tenant shall prepare Tenant’s Plans and
Specifications by September 1, 2000 provided Tenant has received
satisfactory base building plans from Landlord within five (5) days from
the date hereof.


 


3.             Construction of Tenant
Improvements.  Paragraph
1.3(b) of the Lease is deleted and replaced as follows.  As soon as practicable after the date hereof,
and in all events not later than five (5) days after Tenant’s Plans and
Specifications have been prepared, Landlord and Tenant mutually shall establish
written objective criteria (“Criteria”) for the selection of a general
contractor or construction manager to complete or supervise, or both,
construction of Tenant’s Improvements (being the improvements pursuant to
Tenant’s Plans and Specifications; all capitalized terms herein, unless
otherwise expressly provided, shall have the meaning set forth in the
Lease).  Such Criteria shall include,
without limitation, the date by which the contractor commits to completing the
work, the contract price and the contractor’s reputation as a contractor.  Bids for construction of the Tenant
Improvements will be solicited by Gale and Wentworth as soon as practicable
after completion of Tenant’s Plans and Specifications and establishment of the
Criteria, and in all events in time sufficient to receive, review and select a
bid by October 15, 2000.  Bids will
be solicited from Point Construction, Gale and Wentworth and at least one other
contractor mutually selected by the parties. 
Selection of the contractor will be made by mutual agreement, based on
the written Criteria.  The parties agree
to cooperate and act in good faith, as expeditiously as practicable, in
establishing the Criteria, soliciting bids and selecting a contractor.  If the contractor selected is Point
Construction, Landlord shall enter into a contract with Point Construction in
accordance with its bid and the Criteria. 
If the contractor 


 


2

















 


selected
is not Point Construction, Tenant will enter into the contract with the
contractor in accordance with its bid and the Criteria (referred to hereafter
as Tenant’s “Construction Option”), in which case the following provisions
shall apply:


 


(a)           Paragraph 1.3(a) of the
Lease (excluding the portions of Paragraph 1.3 preceding Paragraph 1.3(a))
shall be of no further force and effect.


 


(b)           By January 10, 2001
Landlord shall substantially complete (as defined in Section 3(c) hereof)
the following base building items (“Landlord’s Initial Base Building
Construction”) in order to allow the Tenant Improvement work (which can then be
commenced)to proceed without material interference (any one or more of which
can be waived in writing by Tenant, in its sole discretion):


 


(i)            All structural systems including, but not limited
to, structural steel, metal deck and concrete floors shall be complete.


 


(ii)           The building roof will be completely watertight and
will remain so throughout the completion of the project.


 


(iii)          Building heating systems will be fully installed and
capable of operation immediately following the installation of Tenant
distribution ductwork.  If the heating
system is not fully capable of operation, it will be the obligation of Landlord
to provide, operate, maintain and pay for temporary heating measures in order
to maintain a building climate that is adequate to support all construction
operations.


 


(iv)          The metal studwork at the building perimeter will be
entirely installed.


 


(v)           Metal framing for all window systems will be
entirely installed.


 


(vi)          The entire perimeter wall will be watertight and
shall remain so until the completion of the project.  If (due to the progress of the base building
work) Landlord is required to provide this enclosure through temporary means
(i.e. tarps), it will be solely Landlord’s responsibility to install and
maintain such items of temporary protection. 
Additionally, Landlord will be responsible to remove and reinstall these
items of temporary protection to allow material loading.


 


(vii)         The building electrical distribution will be fully
operational with all systems that are required as a part of base building
construction in place.  If this system is
not operational as of January 10, 2001, temporary power outlets and
lighting will be installed by Landlord as required to facilitate the
installation of Tenant Improvement work. 
The temporary power will include no less than five (5) quad outlets
evenly distributed per floor.  The
temporary lighting will consist of one (1) one hundred watt lamp every 200
S.F. Removal of the temporary lighting and power wiring and devices will be the
responsibility of Landlord.  In any
event, the building electrical distribution system will be fully operational
with 


 


3

















 


all
systems that are required as a part of base building construction by February 22,
2001.


 


(viii)        All fire sprinkler risers and sprinkler piping mains
that are required as a part of base building work will be fully installed.


 


(ix)           Access to the site for deliveries will be
uninhibited.


 


(x)            Landlord will be responsible for all utility charges
until all of the glass is installed in the exterior wall.  When all glass is installed, costs will be
distributed as indicated in Exhibit A to the Lease.


 


(xi)           Designated parking areas will be provided for
construction personnel involved in the Tenant Improvement work.


 


(xii)          Two operational bathrooms will be provided for
construction personnel that will be performing the tenant work.  If operational bathrooms are not available,
the substitution of four (4) portable toilet units will be acceptable.


 


(xiii)         All stair shafts, mechanical shafts and elevator
shafts will be constructed prior to the commencement of tenant installation
work.


 


(c)           Landlord shall substantially
complete the following work (“Landlord’s Additional Base Building Construction”)
(any one or more of which can be waived in writing by Tenant, in its sole
discretion).  Landlord shall be deemed to
have substantially completed a component of the work when all of the work
comprising such component is completed so that (x) work on Tenant’s
Improvements is not delayed beyond the TI Construction Period (hereafter
defined), (y) the cost of completing Tenant’s Improvements is not
increased beyond the cost which would be incurred if the component of Landlord’s
Additional Base Building Construction were completed and (z) the only
incomplete items are minor or insubstantial details of construction.  Landlord’s Additional Base Building
Construction shall be completed by the following dates:


 


(i)            Elevators will be operational, inspected and
available for use as of February 10, 2001. 
If this is not completed and a standby mechanic is required for tool and
material loading for Tenant Improvement work, the costs for this mechanic will
be the responsibility of Landlord.


 


(ii)           The base building fire alarm system will be fully
installed and capable of operation immediately following the installation of
tenant devices and wiring by March 8, 2001.


 


(iii)          All glass will be installed in the perimeter wall
system by February 10, 2001.


 


(iv)          All base building plumbing systems will be fully
installed and operational by March 8, 2001.


 


4














 


(v)           The sheetrock and windowsills at the perimeter walls
will be completely installed, spackled and ready for finishes by February 10,
2001.  It is understood and accepted that
the installation of this sheetrock will be completed in a sequence that will facilitate
the installation of the Tenant Improvement work to the degree that this
sequencing does not adversely effect the base building construction work.  Additionally, it is agreed that Landlord and
Tenant or Tenant’s contractor will work in cooperation to allow the
installation of wiring and/or outlets in this wall.  This includes prior notification to Tenant
before installing sheetrock on any of these walls.


 


(vi)          The base building fire sprinkler system as shown on
the project drawings will be fully in place and capable of operation
immediately following the installation of the branch piping and sprinkler heads
by February 10, 2001 at the latest.


 


(vii)         Landlord will apply for the Base Building CO as
early as practicable and shall obtain the Base Building CO at least one (1) week
before the end of the TI Construction Period (hereafter defined).


 


(d)           Tenant acknowledges that
when Tenant’s contractors commence and continue the completion of the
construction of the Tenant Improvements, that Landlord’s contractors will be at
the Building completing the work which is Landlord’s responsibility under the
Lease.  Tenant and Landlord agree to make
diligent and good faith efforts to minimize the amount of interference with the
other party’s contractors.  Tenant, Landlord
and their respective architect(s) and contractors shall use diligent,
continuous and good faith efforts to cooperate with one another to maximize the
likelihood that each party will successfully complete its portion of work to
the Leased Premises so that substantial completion of the Leased Premises (as
provided in Paragraph 1.4 of the Lease) occurs on or before April 8, 2001.


 


(e)           Subject to the subsection 3(d) of
this Amendment, Tenant shall have the right (but no obligation) to commence
Tenant Improvement work prior to completion of Landlord’s Initial Base Building
Construction provided that this work does not significantly impact the progress
of the base building construction.


 


(f)            Tenant shall have ninety-one
(91) days (the “TI Construction Period”) after Landlord’s Initial Base Building
Construction is complete to complete the Tenant Improvements.  The TI Construction Period shall be extended
for up to but not more that fifteen (15) days by reason of Force Majeure as
defined and provided in Paragraph 31.1 of the Lease.  The TI Construction Period shall be extended
for each day any component of Landlord’s Additional Base Building Construction
is delayed after the date for completion of each such component as set forth
above in subsection 3(c) of this Amendment.


 


(g)           The Commencement Date shall
be the later of (i) one (1) day after the TI Construction Period
ends, whether or not Tenant has completed the Tenant Improvements and (ii) the
date the Leased Premises are deemed substantially complete as provided in Section 1.4
of the Lease.  Landlord and Tenant
acknowledge and agree that if the Leased Premises are substantially complete as
provided above, but for the completion of Tenant Improvements, and 


 


5

















 


such
failure to complete Tenant Improvements prevents Landlord from obtaining a
temporary or permanent certificate of occupancy, then the Commencement Date
shall occur upon such substantial completion notwithstanding the lack of such
certificate of occupancy.


 


(h)           Tenant shall be reimbursed
$25.00 per square foot of space in the Building (measured as provided in
Paragraph 1.8, excluding common areas) (“Landlord’s Contribution”) for the cost
of Tenant Improvements and Tenant’s architectural, engineering and filing fees
(“Tenant’s Ancillary Costs”).  Landlord’s
Contribution for Tenant’s Ancillary Costs shall be paid within ten (10) days
after delivery of an invoice, proof of payment or signed contract for
engineering or architectural services. 
Landlord’s Contribution other than for Ancillary Costs shall be paid
monthly as work progress, in proportion to the total work to be completed,
subject to certification by Tenant’s architect as to the percentage
completed.  At Tenant’s option, Landlord
shall pay Landlord’s Contribution directly to Tenant’s contractors, suppliers
or materialmen, as directed by Tenant in writing.  Prior to and as a condition precedent to
Landlord’s obligation to make such payments other than for Ancillary Costs,
Tenant shall deliver to Landlord: (i) lien waivers executed by Tenant’s
general contractor and all subcontractors, materialmen and suppliers, such
partial lien waivers to be accompanied by affidavits of Tenant’s general
contractor setting forth the names of all such subcontractors, materialmen and
suppliers; (ii) an affidavit from the architect having supervision over
Tenant’s Improvements, to the effect that such Tenant’s Improvements has been
performed in accordance with the plans and specifications approved by
Landlord.  Landlord’s Contribution other
than for Ancillary Costs shall be paid within ten (10) days after
satisfaction of the conditions precedent to such payment.  If Landlord fails to pay the Landlord’s
Contribution as and when required hereunder, Tenant, without limiting any other
rights or remedies to which it is entitled, shall be entitled to set off and
deduct the Landlord’s Contribution from rent commencing when rent first comes
due under the Lease and continuing thereafter until the unpaid amount of the
Landlord’s Contribution has been fully credited, together with interest at the
Prime Rate publicly announced in the Wall Street Journal, plus three (3%)
percent.


 


4.             Deadline for Erecting Steel.  Landlord shall cause the steel Building
structure to be completely erected, plumb, connected and ready to receive
facade elements (“Fully Completed”) on or before November 22, 2000, which
date can be extended by Force Majeure, as provided in Paragraph 31.1 of the
Lease, but not more than forty-five (45) days (the “Steel Completion Deadline”).  Time is of the essence with respect to the
Steel Completion Deadline.  If the steel
has not been Fully Completed by the Steel Completion Deadline, Landlord shall
pay Tenant $4,000.00 per day for the first sixty (60) days thereafter and $8,000.00
per day for each day after sixty (60) days (the foregoing payments are
hereafter referred to as the “Steel Delay Payment”), until the steel is Fully
Completed.  If the Commencement Date
occurs prior to April 8, 2001, and provided Tenant Improvements were not
constructed pursuant to Tenant’s Construction Option, the Steel Delay Payment
shall be reduced by multiplying the number of days that the Commencement Date
occurred before April 8, 2001 by $4,000.00 for each day, up to sixty (60)
days, and $8,000.00 for each day thereafter. 
The Steel Delay Payment shall be due and payable on the Commencement
Date.  The dates in Sections 3(b), 3(c) and
5 of this Amendment shall be extended day for day for each day the steel is not
Fully Completed after the Steel Completion Deadline and causes subsequent
deadlines to be delayed, it being intended that Landlord not pay liquidated
damages twice to Tenant for the same period of delay (by way of example only, a
five day delay in meeting the Steel Completion Deadline would result in a 


 


6

















 


$20,000
payment and would likely delay Landlord’s Initial Base Building Construction by
five days, resulting, but for the last sentence of this Section 4, in five
days of rental credits and Landlord’s Payments under Section 5).


 


5.             Liquidated Damages for
Landlord’s Delay.  Paragraph
7.1 of the Lease is deleted and replaced as follows:


 


7.1           The parties to this Lease
Agreement acknowledge and agree that if (a) Landlord fails to deliver
possession of the Leased Premises, substantially complete (as provided in
Paragraph 1.4), on or before April 8, 2001, (b) Landlord’s Initial
Base Building Construction has not been completed by January 10, 2001 and
Tenant Improvements are proceeding under Tenant’s Construction Option or (c) any
component of Landlord’s Additional Base Building Construction has not been
completed by the completion date for such component set forth above in
subsection 3(c), and Tenant Improvements are proceeding under Tenant’s Construction
Option, that Tenant will sustain damages, that said damages will be difficult,
if not impossible, to ascertain with certainty and, therefore:


 


(i) Tenant shall be entitled to a fifty (50%)
percent discount in the then current monthly rental payments made by Tenant to
Century Development, L.L.C. and Clinton Unity Group, L.L.C. pursuant to the September 1,
1998 and June 1, 1999 Leases (“Related Leases”) for April 2001, May 2001,
June 2001 and one hundred (100%) percent discount for July 2001 and
each month thereafter (x) in the case of a delay under Paragraph 7.1(a),
until such time as substantial completion of the Leased Premises occurs as
provided in Paragraph 1.4 of the Lease, (y) in the case of a delay under
Paragraph 7.1(b), for the number of days completion of Landlord’s Initial Base
Building Construction is delayed beyond January 10, 2001, and (z) in
the case of a delay under Paragraph 7.1(c) for the number of days any
component of Landlord’s Additional Base Building Construction has been delayed;
and


 


(ii)           On the Commencement Date, Landlord shall pay Tenant
an amount (“Landlord’s Payment”) which shall be calculated as follows: In the
case of a delay under Paragraph 7.1(a), the Landlord’s Payment shall be
$4,000.00 per day for each of the first sixty (60) days after April 8,
2001 that Landlord has not delivered possession of the Leased Premises to
Tenant, substantially complete as provided in Paragraph 1.4 of the Lease, and
$8,000.00 for each day thereafter until Landlord delivers possession of the
Leased Premises to Tenant, substantially complete.  In the case of a delay under Paragraph
7.1(b), the Landlord’s Payment shall be $4,000.00 per day for each of the first
sixty (60) days, and $8,000.00 per day thereafter, after January 10, 2001
that completion of Landlord’s Initial Base Building Construction is
delayed.  In the case of a delay under
Paragraph 7.1(c), the Landlord’s Payment shall be $4,000.00 per day for each of
the first sixty (60) days, and $8,000.00 per day thereafter, after the 


 


7

















 


date
set forth in Section 3(c) that completion of any component of
Landlord’s Additional Base Building Construction is delayed.  If Landlord’s Payment is not paid when due,
in addition to all other rights and remedies under the Lease, at law or in
equity, Tenant shall have the right to set off the Landlord’s Payment against
the payment due from Tenant to Landlord under Paragraph 6.2 of the Lease.  In addition, Tenant shall be entitled to be
reimbursed for its reasonable attorney’s fees and costs if Tenant is required
to litigate to collect Landlord’s Payment.


 


The
foregoing rental reductions and Landlord’s Payment shall constitute Tenant’s
sole and exclusive remedy for Landlord’s delay as provided in Paragraph 7.1
(a), (b) and (c) in law or in equity, PROVIDED, HOWEVER, either party
to this Lease shall have the right to terminate the Lease and Tenant shall have
the right to terminate one or both of the Related Leases, and any such
termination by Landlord or Tenant or both shall be without penalty or
liability, if the Leased Premises is not substantially completed as above
provided, on or before October 1, 2001, provided, in the case of Landlord’s
election to terminate, Landlord has used its best efforts to substantially
complete the Leased Premises.  The time
periods in this paragraph can be extended by Landlord only for up to but not
more than forty-five (45) days by reason of Force Majeure as defined and
provided in Paragraph 31.1, and can be extended as provided in Section 4
of this Amendment.  The foregoing rental
reduction and Landlord’s Payment shall not be imposed, if and to the extent
that Tenant elects to construct Tenant Improvements as provided Section 3
of this Amendment and Tenant’s failure to complete the Tenant Improvements
within the TI Construction Period prevents the Leased Premises from being
substantially complete as provided in Paragraph 1.4 of the Lease.


 


6.             Brokerage.  Intentionally Omitted.


 


7.             Tenant Option to Manage the
Building.  At any time
during the term of the Lease, after the first anniversary of the Commencement
Date, on sixty (60) days prior notice to Landlord, Tenant shall have the right
to take over the management of the Property if Tenant is not reasonably
satisfied that Landlord is managing the Property in accordance with industry
standards for management of Class A office space in Hunterdon, Somerset
and Morris County, New Jersey.  If this
option is exercised:


 


(a)           The annual rent shall be
reduced by the Dedicated Rental Payments.  If Tenant commences self-managing at any time
other than any anniversary of the Commencement Date, the reduction in annual
rent shall be pro-rated for the remaining period of such year.  By way of example, if Tenant starts self
managing on the first day of the 18th month of the
term, and the Dedicated Rental Payments were $6.00 per rentable square foot,
monthly rent for the remainder of the second year of the term shall be payable
at an annual rate of $18.50 per rentable square foot, in equal monthly installments,
which will continue thereafter until the fourth and fifth years of the term,
when the annual rent shall be increased by $2.00 per rentable square foot, and
until the sixth year and thereafter for the remainder of the original term,
when annual rent shall be further increased by $2.00 per rentable square foot.


 


8

















 


(b)           From and after the date
Tenant starts self-managing, Landlord shall no longer provide the services set
forth in Paragraph 14.1 of the Lease.


 


8.             Design Changes.  Landlord and Tenant agree that the Building
will be constructed without the interior columns shown on Exhibit B to the
Lease, and without the Feature Fountain and the Grand Stair, referred to in Section H
of Exhibit A to the Lease and shown on Exhibit B to the Lease.  Landlord and Tenant acknowledge and agree
that removal of the columns will increase, and removal of the Feature Fountain
and Grand Stair will decrease, the Building construction costs, and agree that
there will be no increased charges to Tenant nor credits to Tenant for these
changes.  In addition, Tenant and
Landlord shall discuss the possibility of removing one of the three staircases
shown on Exhibit B, Drawing A-2; however, neither party shall be under any
obligation with respect to such staircase removal unless a written agreement is
reached with respect thereto.


 


9.             Miscellaneous.


 


(a)           This Amendment can be
executed in multiple counterparts, all of which when taken together shall form
a single instrument.  This Amendment can
be legally delivered by a party when such party signs and telecopies a
counterpart to the other party or the other party’s legal counsel, provided the
telecopier generates confirmation that the telecopy was successfully
transmitted, and provided further, a party delivering the Amendment by telecopy
shall send the other party four originally executed counterparts by overnight
delivery within two (2) business days.


 


(b)           This Amendment and the Lease
contain the entire agreement between the parties with respect to the matters
set forth in the Lease and herein.  There
exist no amendments or modifications to the Lease other than this Amendment.


 


(c)           Upon execution and deliver
of this Amendment by both parties, as above provided, the Lease shall be in full
force and effect, as modified by this Amendment.


 


(d)           This Amendment shall prevail
and control if there is any conflict or inconsistency between this Amendment
and the Lease.


 


(e)           No representative, agent or
employee of the Landlord has been authorized to make any representations or
promises with reference to the within letting or to vary, alter or modify the
terms hereof.  No additions, changes or
modifications, renewals or extensions hereof, shall be binding unless reduced
to writing and signed by the duly authorized representatives of Landlord and
Tenant.


 


(f)            Landlord and Tenant waive
and release any claims, counterclaims, causes of action, set-offs or defenses
to payment and performance of their respective obligations under the Lease
which do or may exist as of the date hereof, including without limitation, any
claim by Landlord of breach or anticipatory breach of the Lease by Tenant due
to its assertion that the Lease terminated because a building permit was not
issued prior to the date hereof.  Each
party acknowledges and agrees that the Lease, as modified herein, is in full
force and effect, neither party is in default and no event has occurred which,
with notice, passage of time, or both, would constitute a default under the
Lease.


 


9

















 


(g)           The reductions in rent
payments other payments which may become due hereunder pursuant to Sections 4
and 5 of this Amendment are liquidated damages which the parties deem to be
reasonable and have agreed upon because they believe calculation of actual
damages will be impracticable, and such amounts are not intended to be a
penalty.


 


(h)           The architectural rendering
and floor plans prepared by SSP Architectural Group dated December 3, 1999
attached to the Lease as Exhibit B are omitted in their entirety and
replaced with the architectural rendering and floor plans prepared by SSP
Architectural Group dated June, 2000, attached hereto as “Substitute Exhibit B.”


 


10

















 


INTENDING TO BE LEGALLY BOUND, this
Amendment has been executed as of the date herein first above set forth.


 


	
   

  	
  LANDLORD:

  
	
  WITNESS

  	
  PREMIERE DEVELOPMENT, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  David Dallas

  
	
   

  	
  Name:
  David Dallas

  
	
   

  	
  Title:
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert Dallas

  
	
   

  	
  Name:
  Robert Dallas

  
	
   

  	
  Title:
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert VanVolkenburgh

  
	
   

  	
  Name:
  Robert VanVolkenburgh

  
	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
  WITNESS

  	
  INO THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lars Kallsater

  
	
   

  	
  Name:
  Lars Kallsater

  
	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ashleigh Palmer

  
	
   

  	
  Name:
  Ashleigh Palmer

  
	
   

  	
  Title:
  President

  



 


11

















 





 














 


SECOND AMENDMENT TO LEASE AGREEMENT


 


THIS
SECOND AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is made as of April 6,
2001, by and between PREMIERE DEVELOPMENT, LLC (“Landlord” or “Owner”) and INO
THERAPEUTICS, INC. (“Tenant”).


 


RECITALS


 


A.            Landlord and Tenant entered into a
Lease Agreement dated February 28, 2000 (the “Lease”), providing for
Landlord to lease certain land and a building to be built on premises, known as
Block 23, Lot 2.04, Township of Union, Hunterdon County, New Jersey, (and more
particularly identified in the Lease as the “Property”); which was amended by
the First Amendment to the Lease Agreement dated July 12, 2000.


 


B.            Paragraph 3 of the First Amendment
to the Lease provides, among other things, for the parties to mutually agree to
a contractor to perform the Tenant Improvements.  Since that date the parties have received
bids and the Landlord desires to award the contract for this work to Point
Construction Co., Inc (“Contractor” or “Point Construction”).


 


C.            The Landlord wishes the Tenant to
mutually agree to the selection of Construction, as contractor and the contract
entered into on November 1, 2000 (“Tenant Improvements Contract”) to
perform the Tenant Improvements.  The
Tenant is agreeable to approving such selection upon certain terms and
conditions specified herein.


 


D.            Landlord and Tenant therefore desire
to modify the Lease, as stated herein.


 


E.             The aggregate price for work under
the Tenant Improvements Contract with approved change orders (1 through 4) is
$3,912,620.00 of which sum the Landlord is responsible for $1,251,600 million
and the Tenant is responsible for $2,661,020.00 million.


 


NOW,
THEREFORE, for good and valuable consideration, mutual receipt and sufficiency
of which is hereby acknowledged, it is agreed:


 


1.             The Tenant approves of the
selection of Point Construction for the Tenant Improvements Contract in
consideration for the Landlord agreeing that the Tenant will have certain
rights under said contract as hereinafter enumerated.


 


2.             Landlord has heretofore provided to
Tenant, certain redacted contract documents related to the construction of the
base building including without limitation the Standard Form of Agreement
between Owner and Contractor dated June 1, 2000 (“Base Contract”).


 


3.             Landlord agrees to provide copies
of all contract documents related to the Tenant Improvements Contract except
for the drawings provided by SSP Architects.


 


4.             The Landlord agrees that the Tenant’s
representative is Gale and Wentworth who may be present at any pre-scheduled
meetings among the Landlord and Contractor; and that during the course of
construction there shall be weekly meetings scheduled among the entities to
discuss the progress of the Tenant Improvements Contract.


 

















 


5.             No change order as described in
A-201, Article 7 shall be issued to the Contractor without the written
approval for such change order signed by the Tenant.


 


6.             The Tenant shall be entitled to all
the rights of the Owner under A-201, Article 2.3 and upon notice to the
Landlord may compel the Landlord to stop the work pursuant to this article.


 


7.             The Landlord agrees to add a
section 3.5 to A-201, Article 3 stating “It is the responsibility of the
Contractor to notify the Landlord and Tenant immediately if obvious
discrepancies in the drawings are identified.” This provision does not alter
the Landlord’s obligation to notify the Tenant of any discrepancies in the
drawings contained in the lease Agreement and First Amendment thereof.


 


8.             The Landlord agrees to amend A-201,
Article 3.5 so that the warranty runs to the Tenant as well.  Nothing in this Agreement abridges the
obligation of the Landlord to provide warranties as contained in the Lease
Agreement and First amendment thereof.


 


9.             All deliverables to Owner under
A-201, Article 3 will be provided to Tenant by the Landlord.


 


10.           The Landlord agrees to amend A-201, Article 3.16
to provide access to the Tenant and its representative.


 


11.           All claims for additional cost
(A-201, Article 4.3.7) and time (A-201, Article 4.3.8) shall be
submitted to the Tenant for review and approval.  In the event the Tenant does not agree to
such claim, the Landlord will deny the claim presented by the Contractor and
pursue all dispute resolution processes.


 


12.           All subcontractors under A-201, Article 5
will be submitted to Tenant for approval, which will not unreasonably be
withheld.  In addition, the Tenant shall
pay Landlord for the portion of Tenant Improvements completed by Contractor in
accordance with the schedule of values set forth in contractors’ bid for the
Tenant Improvements pursuant to the Tenant Improvements Contract, in accordance
with the following terms and conditions:


 


(a)           No payment shall be due from Tenant
unless the Landlord shall have paid the Landlord’s Contribution which shall
include also, amounts paid by Landlord for Tenant’s professionals and the two
percent (2%) construction management fee paid to the Landlord under paragraph
1.3(a) of the Lease Agreement.


 


(b)           No payment shall be due from Tenant
unless and until the following conditions (“Conditions”) have been satisfied or
waived in writing by Tenant (Tenant shall have the right to waive any
Conditions in its sole discretion):


 


(i)            Landlord has paid Contractor for
Tenant Improvements and Contractor has acknowledged receipt of payment, in an
amount not less than Landlord’s Contribution. 
In addition, Landlord shall provide Tenant with copies of all
documentation specified in Article 12(b)(ii), (iii) and (iv)of this
Agreement;


 

















 


(ii)           All the Tenant Improvements for which
Landlord’s Contribution was paid have been completed in a good and workmanlike
manner, in accordance with the terms of the Tenant Improvements Contract and
the plans and specifications approved by Tenant, and has been inspected and
approved by Gale & Wentworth;


 


(iii)          All base building work required to
have been completed at the time Tenant has been requested to pay for any Tenant
Improvements and which forms the foundation for the subject Tenant Improvements
has been completed in a good and workmanlike manner and has been inspected and
approved by Gale & Wentworth; and Gale and Wentworth shall approve or
reject the work in writing, including any follow up to the previously rejected
work within 5 business days of the request for same by Landlord;


 


(iv)          Landlord shall supply lien waivers for
those contractors, subcontractors or suppliers who have performed work or
supplied materials on both the base building work and Tenant Improvements for
work completed or stored as of the date Tenant is requested to pay for Tenant
Improvements, together with an affidavit from the general contractor
identifying all subcontractors and material suppliers; and the lien waivers
supplied by Landlord shall distinguish the applicable work of the contractor,
subcontractor or supplier on the Base Building from its work on Tenant
Improvement.  Where the Landlord is
unable to provide lien waivers for Base Building work, Tenant agrees to accept
the Landlord’s representation of its inability to supply said lien waivers and
relies on the Landlord’s indemnification as set forth below.


 


(v)           Landlord agrees to indemnify and
defend the Tenant from any and all claims, liens against the Tenant’s
interests, lawsuits that may be brought against Tenant as a result of the
Landlord’s failure to pay any contractor or subcontractor because of costs
related to Base Building or Tenant Improvements, further, in the event that
Tenant is required to incur attorney fees in connection with the defense of
same, Landlord shall also indemnify Tenant for such fees; Tenant shall be
entitled to offset from any and all rental payments the cost of defense and
payments for which this indemnity is responsible that Tenant incurs by reason
of Landlord’s failure to provide the foregoing indemnity.  The foregoing rent offset shall no longer
apply and Tenant shall confirm same in writing, at such time as the Landlord
provides lien waivers in the form required herein for all Base Building work
and Tenant Improvement work or, the Landlord files such bonds as are acceptable
to the Tenant;


 


(vi)          No default or event which, with notice
or passage of time, or both, exists under the mortgage, note, construction loan
agreement or any other document or instrument executed and delivered to Summit
Bank in connection with the loan from Summit Bank to Landlord.


 


(vii)         Landlord shall be in compliance with
all terms and conditions of the Lease, as amended, and there shall have
occurred no default or event on the part of the Landlord which, with notice or
passage of time, or both, would constitute a default under the Lease as
amended; and


 

















 


(viii)        No order or notice shall have been given
by any governmental agency stopping construction or stating that the work or
construction is in violation of any law, ordinance, code or regulation.


 


(ix)           Lien waivers shall be in the form attached
hereto as Exhibit A and each entity that is able to file a Construction
Lien under the New Jersey Construction Lien Act shall submit a signed lien
waiver with every Requisition.


 


(x)            It is understood notwithstanding
anything to the contrary in this Agreement that the Tenant shall have the right
to withhold the 2% management fee on the final payment until all punchlist
items shall have been completed and a final Certificate of Occupancy to the
building has issued.


 


(c)           Subject to Landlord’s satisfaction of
all of the conditions set forth in paragraphs 12(a) and (b) above,
Tenant shall make payment to Landlord on account of Tenant Improvements in
accordance with the following:


 


(i)            Landlord shall submit to Tenant a
written requisition for payment using AIA requisition forms (“Payment
Requisition”) and, following the submission of such Payment Requisition and
before the Payment Date hereafter defined Landlord shall submit to Tenant,
conditional lien waivers (distinguishing between Base Building Work and Tenant
Improvement Work), AIA forms G702 and G703 and documentation to substantiate
costs for which lien waivers are not applicable, if, an to the extent, Landlord
is able to obtain same before such payment’ date.


 


(ii)           Tenant shall make payment by check payable
directly to the Landlord in the dollar amount and to the extent that the
Payment Requisition satisfies the conditions set forth above (“Payment Check”).


 


(iii)          Tenant shall tender the Payment Check
to the Landlord within 15 days of Tenant’s receipt of a Payment Requisition
provided that at such time Landlord simultaneously tenders to Tenant, lien
waivers for the Tenant Improvements work in the form required by paragraph
12(b)(ix) of this Agreement and AIA forms G702 and G703 in at least the
total dollar amount (excluding Landlord’s 2% management fee, soft costs,
deposits, permit fees and the like for which lien waivers are not applicable)
of the Payment Check.


 


(iv)          If the Landlord fails to produce the
lien waivers in the total dollar amount required by subparagraph (iii) above,
Tenant shall be under absolutely no obligation to release the Payment Check to
Landlord and the Payment Requisition process and the fifteen (15) day time
period referenced above shall be repeated and satisfied in full, unless waived
in writing by Tenant.


 


(v)           If and to the extent Tenant allows
payment of any monies on account of a Payment Requisition conditional upon
receipt of further documentation, then until such time as such documentation is
delivered to Tenant to Tenant’s complete satisfaction, the dollar amount(s) so
conditionally paid by Tenant shall be withheld from the final Payment Check for
the final Payment Requisition until such conditions are so satisfied.


 

















 


13.           The Tenant shall have all rights of
the Owner under A-201, Article 6.


 


14.           The Tenant shall have the right to
reject defective work to the same extent as the Owner and provide a punchlist
to the Landlord for the Contractor to complete. 
No punchlist item shall be removed from the punchlist without the written
approval of the Tenant.


 


15.           The Tenant shall have all the rights
specified to the architect under A-201, Article 12, in particular to
reject work and demand that the work be corrected as specified in A-201, Article 12.2.  The Landlord shall not accept any
nonconforming work without the written consent of the Tenant.


 


16.           Except for the provisions of
subparagraph 14.3, the Tenant shall have the same rights as the Owner under
A-201, Article 14 to terminate or suspend the contract.  The Tenant shall advise, however, the
Landlord to terminate or suspend the contract and it shall be the obligation of
the Landlord to so notify the Contractor.


 


17.           The Tenant Improvements Contract
between the Landlord and Contractor is appended hereto including the AIA 201,
General Conditions.


 


18.           The Scope of Work Clarifications are
appended hereto and identified within section 9.1.7 of A101


 


19.           If Landlord disputes any action or
position taken by Tenant under Articles 2.3 and 14 of A201, with respect to the
Tenant Improvements Contract between Landlord and Point Construction, which the
parties are unable to resolve among themselves, such dispute shall be submitted
to Nadasky & Kopelson (the “Arbitrator”) for binding arbitration.  The decisions of the Arbitrator shall be final,
binding and non-appealable and may be enforced by either party in any court of
competent jurisdiction.  The Arbitrator
shall be required to resolve all disputes submitted to him within five (5) business
days of Landlord’s notice to tenant and the Arbitrator (hereinafter “Notice of
Dispute”) that Landlord is disputing any Tenant’s action or position.  Such notice shall be sent by fax and
overnight mail.  Subject to the
Arbitrator’s discretion to determine the arbitration procedures, each party
shall be free to submit to the Arbitrator such documents as such party chooses
to support its position.  Each party
shall bear their own costs (including attorneys fees) for the arbitration
process regardless of the outcome, except that the parties shall share equally
(50/50) the costs of the Arbitrator, regardless of the outcome.  The Arbitrator shall in his sole and absolute
discretion determine the arbitration procedures and communicate same to the
parties.


 


(a)           If the Landlord is the “prevailing
party” in the dispute (which will be decided by the Arbitrator), the Tenant
shall make restitution to Landlord for the delay caused by the action or
position taken by the Tenant which restitution is deemed to include but not be
limited to the following:


 


(i)            for each day from the date of
Landlord’s Notice of Dispute of Tenant’s action or position, as aforesaid,
until the date the Arbitrator reaches its decision, a day will be added to the April 22,
2001 date for substantial completion of the Leased Premises under the Lease, as
amended, (the date of April 22, 2001 is inclusive of all days due to force
majeure through April 6, 2001; and


 

















 


(ii)           for the same number of days added to
the April 22, 2001 date, inclusive of the force majeure as set forth in (i) above,
Landlord shall off set the penalties as identified in Articles 4 and 5 of the
First Amendment to Lease Agreement.


 


(b)           If the Tenant is the “prevailing
party” in a dispute, then in addition to the resolution of the matter the
Tenant shall be entitled to all liquidated damages as set forth in the First
Amendment to the Lease Agreement as are incurred and for all days for which
work was suspended or terminated during the dispute resolution from the date of
the Notice of Dispute.


 


20.           Nothing herein shall create any third
party beneficiary rights in this agreement on behalf of the Contractor or any
subcontractor of the Contractor to any tier. 
Every provision thereof is for the exclusive benefit of the parties
hereto and not for the benefit of any party other than Premiere Development and
I NO Therapeutics, Inc.


 


21.           This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which together shall be deemed one and the same instrument.


 


INTENDING
TO BE LEGALLY BOUND, this Amendment has been executed as of the date herein
first above set forth.


 


	
  WITNESS

  	
  LANDLORD:

  PREMIERE
  DEVELOPMENT, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  David Dallas

  
	
   

  	
   

  	
  Name:
  David Dallas

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert Dallas

  
	
   

  	
   

  	
  Name:
  Robert Dallas

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert VanVolkenburgh

  
	
   

  	
   

  	
  Name:
  Robert VanVolkenburgh

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
  TENANT:

  INO
  THERAPEUTICS, INC..

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lars Kallsater

  
	
   

  	
   

  	
  Name:
  Lars Kallsater

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Ashleigh Palmer

  
	
   

  	
   

  	
  Name:
  Ashleigh Palmer

  
	
   

  	
   

  	
  Title:
  President

  



 

















 


EXHIBIT
A


 


Waiver,
Release and Discharge of Liens


 


This waiver, release and discharge of liens
was made this day of 2001, by
                         
(General Contractor, Subcontractor, Supplier or Materialman as appropriate) for
itself, its successors and assigns (“Releasor”) who has provided labor,
materials, work, services and/or equipment in connection with the construction
of improvements on premises, known as Block 23, Lot 2.04, Township of Union,
Hunterdon County, New Jersey (hereinafter “the Property”) relating to its
contract with Premiere Development LLC (Property Owner) or Point Construction
Company, Inc. (General Contractor) has agreed to release all liens which said
Releasor may have or be entitled to on said land and building on the Property
by reason of the material or labor provided in consideration of payment by
check for the amount of
$                         
requested in Requisition #                                   , dated
                                    .


 


Releasor acknowledges that
it has been paid in full for all material, work, services and/or equipment
furnished in connection the performance of the Contractor or Subcontract or
otherwise in connection with the construction of the Project through the date
of the Requisition including all amounts in Requisition #                               .


 


Releasor in consideration of
the aforesaid payment waives, releases and discharges all Construction Lien
Claims and or Notice of Unpaid Balance and Right to File Lien and the like which
the Releasor has had or currently has, against or upon any portion of the
Property for materials, work, services, and/or equipment heretofore provided.


 


Releasor upon receipt of
said check for the amount in the Requisition, agrees that if after the date
hereof, there shall be evidence of any Lien filed (a) by the undersigned or (b)
by any supplier, materialman or subsubcontractor of the undersigned, which if
established might subject the Property Owner or any party in privity with the
Property Owner to liability or which might encumber title to the Property or
Project, the undersigned shall promptly discharge same, and indemnify, hold
harmless and defend the Contractor, Property Owner or any party in privity with
the Property Owner and each of the successors and assigns, from all claims,
demands or causes of action which it has had or may have arising from or in any
way relating to the Property.


 


In witness whereof, the undersigned has duly
set his hand and seal or caused its corporate seal to be affixed hereto and
these presents to be signed and attested by its duly authorized officers, on this                          day
of                              
2001.


 


	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
  Contractor/Subcontractor/Supplier

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  



 














 


THIRD AMENDMENT TO LEASE AGREEMENT


 


THIS
THIRD AMENDMENT TO LEASE AGREEMENT (the “Amendment”) is made as of November 30,
2005, by and between PREMIERE
DEVELOPMENT, LLC (“Landlord”) and INO THERAPEUTICS, LLC (“Tenant”).


 


RECITALS


 


A.            Landlord and Tenant’s predecessor-in-interest,
INO Therapeutics, Inc., entered into a Lease Agreement dated February 28,
2000 (“the Lease”), providing for Landlord to lease certain land and a building
to be built on premises, known as Block 23, Lot 2.04, Township of Union, Hunterdon
County, New Jersey, (and more particularly identified in the Lease as the “Property”):
which said Lease was amended by the First Amendment to the Lease Agreement
dated July 12, 2000, and further amended by the Second Amendment to Lease
Agreement dated April 6, 2001.


 


B.            The Landlord and Tenant have
mutually agreed to modify the Lease to provide for the subordination of Tenant’s
Lease to all mortgages and establish an obligation to provide a Subordination,
Non-Disturbance and Attornment Agreement.


 


NOW, THEREFORE, for good and valuable consideration, the mutual receipt
and sufficiency of which is hereby acknowledged, Landlord and Tenant herein as
follows:


 


1.             Paragraph 20.1 of the Lease
is deleted, and replaced with the following new paragraphs:


 


20.1        Subordination
of Lease.  Tenant
acknowledges that, subject to the terms and conditions of this Third Amendment,
this Lease and Tenant’s rights hereunder are subject and subordinate to all
mortgages now or hereafter placed upon Landlord’s estate in the Land, the
Building and the Leased Premises.  Tenant’s
subordination to any such mortgage shall not be effective unless and until the
holder of such mortgage delivers to Tenant a Subordination, Non- Disturbance
and Attornment Agreement (“SNDA”) substantially similar to the form attached to
this Third Amendment to Lease Agreement as Exhibit A.


 


20.2        Attornment.  If any mortgagee or other person shall
acquire title to Landlord’s estate in the Leased Premises, the Land or Building
by foreclosure, or deed in lieu thereof, or, at any time during the Term of
this Lease, the landlord of the Leased Premises shall be the holder of a
leasehold estate covering premises which include the Leased Premises, and if
such leasehold estate shall terminate or be terminated for any reason, Tenant
agrees, at the election and upon written notice of any owner of the premises
which include the Leased Premises, or, of any mortgagee in possession thereof,
or of any holder of a leasehold thereafter affecting premises which include the
Leased Premises, to attorn, from time to time, to any such owner, mortgagee or
holder, upon the terms and conditions set forth herein for the remainder of the
Term leased in this Lease.


 


20.3        Acknowledgement
by Tenant.  The
foregoing provisions shall inure to the benefit of any such owner, mortgagee or
holder and shall be self operative upon any such demand, without requiring any
farther instrument to give effect to such provisions.  Tenant, however, 


 

















 


upon
demand of any such owner, mortgagee or holder, agrees to execute, from time to
time and within ten (10) days of Landlord’s written request, a
Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) to Landlord’s
mortgagees in confirmation of the foregoing provisions, subject, however, to
receipt of a fully executed copy thereof. 
The SNDA shall be in a form substantially similar to the form attached
to this Third Amendment to Lease Agreement as Exhibit A.  Nothing contained in this Article shall
be construed to impair any right otherwise exercisable to any such owner,
mortgagee or holder.


 


20.4        Estoppel
Letter.  In addition to providing an
SNDA, upon request, and provided that Landlord is not in material breach of the
Lease, Tenant, within fifteen (15) days of request therefor, shall also provide
any Estoppel Letter to any subsequent owner or mortgagee in a form
substantially similar to the form attached to this Third Amendment to Lease
Agreement as Exhibit B (modified to reflect any then current facts).  Landlord, within fifteen (15) days of request
therefor, shall provide any Estoppel Letter to Tenant or any potential
successor to Tenant, addressing the same issues as are set forth in Exhibit B.


 


2.             At the request of either
party hereto, a Memorandum of this Lease (as modified) shall be placed of record
in the Hunterdon County’s Clerk’s office. 
The party requesting such Memorandum shall pay for the recordation
thereof.  The party being requested to
execute such memorandum shall execute and deliver same.


 


3.             Landlord acknowledges that
Tenant has performed all of its obligations to date pursuant to the Lease,
which remains in full force and effect.


 


IN WITNESS WHEREOF, Landlord and Tenant have
respectively signed this agreement intended to be legally bound as of the day
and year first above written.


 


	
  WITNESS:

  	
  LANDLORD:

  PREMIERE
  DEVELOPMENT, L.L.C.

  
	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  David Dallas

  
	
   

  	
   

  	
  Name:
  David Dallas

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert VanVolkenburgh

  
	
   

  	
   

  	
  Name:
  Robert VanVolkenburgh

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
  /s/
  illegible

  	
   

  	
  By:

  	
  /s/
  Robert Dallas

  
	
   

  	
   

  	
  Name:
  Robert Dallas

  
	
   

  	
   

  	
  Title:
  Member

  
	
   

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
  TENANT:

  INO
  THERAPEUTICS, INC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dennis Smith

  
	
   

  	
   

  	
   

  	
  Dennis
  Smith, President & CEO

  



 

















 


EXHIBIT A


 


Subordination, Non-Disturbance and Attornment Agreement


 


THIS
AGREEMENT, made as of this
           day of
                      
2005, by and between                                           
having offices at                                       ,
hereinafter referred to as (“Mortgagee”) and INO Therapeutics, LLC, having
offices at 6 Route 173, Clinton, New Jersey 08809, hereinafter referred to as (“Tenant”).


 


WITNESSETH:


 


WHEREAS,
Tenant has entered into a certain Lease, dated February 28, 2000, as
amended (“Lease”) between Premiere Development, LLC (“Landlord”) and Tenant
covering certain land and a building situate thereon known as 6 Route 173,
Clinton, NJ 08809 and identified on the Union Township Tax Map as Block 23, Lot
2.04 as further described in the Lease; and


 


WHEREAS,
Mortgagee is the holder of a certain Mortgage dated
                  ,
              
and about to be recorded in the Office of the Clerk of Hunterdon County,
encumbering the building and land of which the Demised Premises form a part
(hereinafter the “Mortgage”); and


 


WHEREAS,
Mortgagee requires that the Lease be subordinate in priority to the liens and
terms of the Mortgage and Tenant and Mortgagor have requested that the
Mortgagee agree not to disturb Tenant’s possessory rights in the Demised
Premises provided that Tenant is not in default under the Lease and provided
that Tenant attorns to Mortgagee or the purchaser at the foreclosure sale; and


 


WHEREAS,
Mortgagee is willing to so agree on the terms and conditions hereinafter
provided;


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants contained
herein and ONE DOLLAR ($1.00) and other good and valuable consideration each to
the other in hand paid, receipt of which is hereby acknowledged, Mortgagee and
Tenant hereby agree as follows:


 


1.             The Lease is and shall be
subject and subordinate in all respects to the Mortgage and to any renewal,
modification, replacement or extension of the same and to any subsequent
mortgage with which the Mortgage may be spread and consolidated.


 


2.             Provided Tenant complies
with this Agreement and is not in default under the terms of the Lease in the
payment of rent or additional rent or the performance of any of the terms,
conditions, covenants, clauses or agreements on its part to be performed under
the Lease, which default has continued beyond the delivery to Tenant of any
applicable note and the passage of any applicable cure period, Mortgagee will
not disturb Tenant’s possession under said Lease and the Lease will not be
affected or cut off by any foreclosure proceeding (except to the extent that
Tenant’s right to receive or set off any monies or obligations then owed or
then to be performed by the then Landlord shall not be enforceable thereafter
against Mortgagee or any subsequent owner). 
Notwithstanding any foreclosure or other acquisition of the Demised 


 


1

















 


Premises
by Mortgagee, the Lease will be recognized as a direct Lease between Tenant and
Mortgagee or any other party acquiring the Demised Premises upon the
foreclosure sale or from Mortgagee, except that the Mortgagee, or any
subsequent owner, shall not (a) be liable for any previous act or omission
of Landlord under the Lease, (b) be subject to any offset which shall
theretofore have accrued to Tenant against Landlord, (c) have any
obligation with respect to any security deposited under the Lease unless such
security has been physically delivered to Mortgagee, or (d) be bound by
any modification of the Lease or by any previous prepayment of fixed rent for a
period greater than one (1) month, unless such modification or prepayment
shall have been expressly approved in writing by the Mortgagee.


 


3.             Any provision of this
Agreement to the contrary notwithstanding, Mortgagee shall have no obligation,
nor incur any liability, with respect to the erection and completion of the
building in which the Demised Premises are located or for completion of the
Demised Premises or any improvements for Tenant’s use and occupancy.  Tenant certifies that as of this date, Tenant
has no charge, lien or claim of offset under the Lease, or otherwise, against
the rents or other charges due or to become due thereunder.


 


4.             If Mortgagee elects to
accept from the then Mortgagor a deed in lieu of foreclosure, Tenant’s right to
receive or set off any monies or obligations then owed or then to be performed
by the then Landlord shall not be enforceable thereafter against Mortgagee or
any subsequent owner.


 


5.             Tenant will, upon request by
Mortgagee, or any subsequent owner, execute a written agreement whereunder
Tenant does attorn to Mortgagee or any such subsequent owner and affirm Tenant’s
obligations under the Lease and agree to pay all rentals and charges then due
or to become due as they become due to Mortgagee or such subsequent owner.


 


6.             In the event of any casualty
or condemnation or taking after the date hereof, Mortgagee, subject to
reasonable procedures so as to help assure the proper disbursement of funds in
connection with construction, shall make any applicable insurance proceeds or
condemnation awards available to the Mortgagor to restore the Building.


 


7.             Tenant, from and after the
date hereof, shall send a copy of any notice or statement under the Lease to
Mortgagee at the address set forth herein at the same time such notice or
statement is sent to the Landlord under the Lease.


 


8.             Tenant hereby agrees that,
from and after the date hereof, in the event of any act or omission by Landlord
under the Lease (other than any such act or omission which is not capable of
being remedied by Landlord under the Lease within a reasonable period) which
would give the Tenant the right, either immediately or after the lapse of the
period of time, to terminate the Lease, or to claim a partial or total
eviction, Tenant will not exercise any such right until it has given written
notice of such act or omission to Mortgagee by delivering such notice of such
act or omission, by registered mail, return receipt requested, addressed to
Mortgagee at the Mortgagee’s address as given herein, or at the last address of
Mortgagee, furnished to Tenant in writing. 
Mortgagee shall have the same period of time to cure any such act under
the Lease as Landlord, and Tenant shall accept such cure from Mortgagee (or
Landlord).


 

















 


9.             Tenant will neither offer
nor make prepayment of rent (for a period in excess of one (1) month) nor
further change the terms, covenants, conditions and agreements of the Lease in
any manner which is materially adverse to the estate of the Mortgagee without
the express consent in writing of the Mortgagee, which will not be unreasonably
withheld or delayed.


 


10.           Nothing contained in this
Agreement shall in any way impair or affect the lien created by the Mortgage,
except as specifically set forth herein.


 


11.           No modification, amendment,
waiver or release of any provision of this Agreement or of any right,
obligation, claim or cause of action arising hereunder shall be valid or
binding for any purpose whatsoever unless in writing and duly executed by the
party against whom the same is sought to be asserted.


 


12.           This Agreement shall inure
to the benefit of the parties hereto, their successors and assigns; provided,
however, that in the event of the assignment or transfer of the interest of
Mortgagee, all obligations and liabilities of Mortgagee under this Agreement
shall terminate, and thereupon all such obligations and liabilities shall be
the responsibility of the party to whom Mortgagee’s interest is assigned or
transferred; and provided, further, that the interest of Tenant under this
Agreement may not be assigned or transferred.


 


13.           Tenant agrees that this
Agreement satisfies any condition or requirement in the Lease relating to the
granting of a Non-Disturbance Agreement.


 


IN
WITNESS WHEREOF, Mortgagee and Tenant have respectively signed and sealed this
Agreement as of the day and year first above written.


 


 


	
   

  	
  Mortgagee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tenant

  
	
   

  	
  INO THERAPEUTICS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


[Attach appropriate acknowledgments]


 

















 


ADDENDUM - MORTGAGOR’S CONSENT


 


The
Mortgagor agrees for its heirs, successors and assigns that (1) the within
Agreement does not (a) constitute a waiver by Mortgagee of any of its
rights under the Mortgage, and/or (b) in any way release the Mortgagor
from its obligation to comply with the terms, provisions, conditions,
covenants, agreements and clauses of the Mortgage; and (2) the provisions
of the Mortgage remain in full force and effect and must be complied with by
the Mortgagor.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


[Attach appropriate acknowledgment]


 

















 


Exhibit B


 


Estoppel Letter from Tenant under Commercial Lease


 


Re:                               Lease dated: February 28,
2000

Lessor: Premiere Development, LLC

Lessee: INO Therapeutics, LLC

Leased Premises: 6 Route 173, Clinton, New Jersey 08809


 


Gentlemen:


 


The
undersigned is the lessee under the captioned lease (as amended, the “Lease”).  The undersigned understands that you will
rely on the information below in connection with a contemplated mortgage loan
to be made by you, and hereby certify and agree as follows:


 


1.             The term of the Lease
commenced on June 15, 2001 and expires on June 14, 2011.  The Lessee has accepted possession of the
Leased Premises and occupies the same; the Lease is in full force and effect;
there exists no known default on the part of either Lessor or Lessee
thereunder; and Lessee has no defenses or offsets with respect to its
obligations under the lease, except as follows:


 


2.             Lessee is presently
obligated to pay basic rent at the rate of $100,310.62 per month; all rent
payable to date has been paid by the Lessee; and no rent has been paid for any
period beyond the now current rent period. 
The basic rent is scheduled to increase on June 15, 2006 to
$110,341.68 per month.


 


3.             All of the improvements
contemplated by the Lease (through and including the Third Amendment thereto)
to be made by the Lessor have been fully and satisfactorily completed [add if
applicable: except for certain wall paper work].


 


4.             The Lease represents the
entire agreement between the parties and has not been modified, supplemented or
amended in any way, by “side letter” or otherwise, except as follows (if none,
state None):


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
  INO Therapeutics, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis Smith

  
	
   

  	
   

  	
  Name: Dennis Smith

  
	
   

  	
   

  	
  Title:
  President & CEO