Exhibit 10.4


 


LEASE


 


TABLE OF CONTENTS


 


	
  1.

  	
  PREMISES;
  CONDITION AND EXPANSION OF PREMISES

  	
   

  
	
  2.

  	
  LEASE TERM

  	
   

  
	
  3.

  	
  BASE RENT

  	
   

  
	
  4.

  	
  USE OF PREMISES

  	
   

  
	
  5.

  	
  PRIVILEGES OF HOSPIRA
  EMPLOYEES

  	
   

  
	
  6.

  	
  UTILITIES
  AND OTHER SERVICES FURNISHED BY LANDLORD

  	
   

  
	
  7.

  	
  EXTRA SERVICES

  	
   

  
	
   

  	
  A.

  	
  Landlord’s
  Delivery of Extra Services

  	
   

  
	
   

  	
  B.

  	
  Charges for Extra Services

  	
   

  
	
   

  	
  C.

  	
  Changes to Extra Services

  	
   

  
	
   

  	
  D.

  	
  Transitional
  Nature of Extra Services

  	
   

  
	
   

  	
  E.

  	
  Cooperation

  	
   

  
	
   

  	
  F.

  	
  Use
  of Third Parties to Provide the Extra Services

  	
   

  
	
   

  	
  G.

  	
  Early Termination
  of Extra Services

  	
   

  
	
   

  	
  H.

  	
  Information Transmission

  	
   

  
	
   

  	
  I.

  	
  Mutual
  Cooperation

  	
   

  
	
   

  	
  J.

  	
  Limitation
  on Liability for Failure to Provide Extra Services

  	
   

  
	
   

  	
  K.

  	
  Third
  Party Claims

  	
   

  
	
   

  	
  L.

  	
  Title to Intellectual
  Property

  	
   

  
	
  8.

  	
  ALTERATIONS
  AND REPAIRS

  	
   

  
	
  9.

  	
  MAINTENANCE
  AND REPAIR

  	
   

  
	
  10.

  	
  ASSIGNMENT
  – SUBLEASE

  	
   

  
	
  11.

  	
  INDEMNIFICATION AND
  INSURANCE

  	
   

  
	
  12.

  	
  INSPECTION

  	
   

  
	
  13.

  	
  EMINENT DOMAIN

  	
   

  
	
  14.

  	
  FIRE
  AND OTHER CASUALTY

  	
   

  
	
  15.

  	
  WAIVER
  OF SUBROGATION

  	
   

  
	
  16.

  	
  DEFAULTS
  AND REMEDIES

  	
   

  
	
   

  	
  A.

  	
  Defaults
  by Tenant

  	
   

  
	
   

  	
  B.

  	
  Landlord’s
  Remedies

  	
   

  
	
   

  	
  C.

  	
  Landlord’s
  Default and Tenant’s Remedies

  	
   

  
	
  17.

  	
  NOTICES

  	
   

  
	
  18.

  	
  HOLDING OVER

  	
   

  
	
  19.

  	
  SUCCESSORS
  OR ASSIGNS

  	
   

  
	
  20.

  	
  SUBORDINATION

  	
   

  
	
  21.

  	
  QUIET
  ENJOYMENT

  	
   

  
	
  22.

  	
  PARKING

  	
   

  
	
  23.

  	
  SALE BY
  LANDLORD

  	
   

  
	
  24.

  	
  ESTOPPEL
  CERTIFICATE

  	
   

  
	
  25.

  	
  TRANSFER
  OF PERSONAL PROPERTY, EQUIPMENT AND TRADE FIXTURES

  	
   

  
	
  26.

  	
  HAZARDOUS
  MATERIALS

  	
   

  
	
  27.

  	
  CERTAIN RIGHTS
  RESERVED TO LANDLORD

  	
   

  



 


i

















 


	
  28.

  	
  CONFIDENTIALITY

  	
   

  
	
  29.

  	
  DISBARMENT
  AND EXCLUSION

  	
   

  
	
  30.

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  A.

  	
  Time of
  the Essence

  	
   

  
	
   

  	
  B.

  	
  Governing
  Law/Compliance with Laws

  	
   

  
	
   

  	
  C.

  	
  Lease
  Modification

  	
   

  
	
   

  	
  D.

  	
  Alternative Dispute
  Resolution

  	
   

  
	
   

  	
  E.

  	
  Independent
  Contractors

  	
   

  
	
   

  	
  F.

  	
  Force Majeure

  	
   

  
	
   

  	
  G.

  	
  Limitation
  of Liability

  	
   

  
	
   

  	
  H.

  	
  Exclusion from
  Liability Limitation

  	
   

  
	
  31.

  	
  NO
  REAL ESTATE BROKERS

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
  A

  	
  Diagram of Premises

  	
   

  
	
  A-1

  	
  Schedule of Rents

  	
   

  
	
  B-1

  	
  Included Services

  	
   

  
	
  B-2

  	
  Additional Services

  	
   

  
	
  B-3

  	
  Extra Services

  	
   

  
	
  B-4

  	
  Charges For Services

  	
   

  
	
  C

  	
  Rules and Regulations

  	
   

  
	
  D

  	
  Dispute Resolution

  	
   

  
	
  E

  	
  Hazardous Materials
  Disclosure Certificate

  	
   

  



 


ii

















 


LEASE


 


THIS LEASE (this “Lease”)
made this     day of
          , 2004 (the “Effective
Date”), between Abbott Laboratories, an Illinois corporation (hereinafter
referred to as “Landlord”), and Hospira, Inc. a Delaware corporation
(hereinafter referred to as “Tenant”). 
Landlord and Tenant are sometimes collectively referred to herein as the
“Parties” or individually as a “Party”.


 


W I T N E S S E T H:


 


The following
schedule (the “Schedule”) is an integral part of this Lease:


 


SCHEDULE


 


	
  1.

  	
  Tenant:  Hospira, Inc.

  
	
   

  	
   

  
	
  2.

  	
  Premises:  239,136 square feet of manufacturing and
  laboratory facilities located in North    Chicago, Illinois and known as the M3 Building.

  
	
   

  	
   

  
	
  3.

  	
  Effective Date:  May 1, 2004

  
	
   

  	
   

  
	
  4.

  	
  Termination Date:  April 30, 2014.  Subject to early termination right set
  forth in Paragraph 2.

  
	
   

  	
   

  
	
  5.

  	
  Tenant’s Address for
  Notices:

  	
  Hospira, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:  Vice President Administration,

  	
   

  	
   

  
	
   

  	
   

  	
  Purchasing and Real
  Estate

  	
   

  	
   

  
	
   

  	
   

  	
  Dept. NRLE; Bldg. 1

  	
   

  	
   

  
	
   

  	
   

  	
  275 North Field Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Lake Forest,
  Illinois  60045-5045

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:  (224) 212-2361

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:  (224) 212-3296

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hospira, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  Legal Department

  	
   

  	
   

  
	
   

  	
   

  	
  Attn:  General Counsel

  	
   

  	
   

  
	
   

  	
   

  	
  Dept. NLEG; Bldg. 1

  	
   

  	
   

  
	
   

  	
   

  	
  275 North Field Drive

  	
   

  	
   

  
	
   

  	
   

  	
  Lake Forest, Illinois 60045-5045

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:  (224) 212-2848

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:  (224) 212-3312

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Landlord’s Address for
  Notices:

  	
  Abbott Laboratories

  	
   

  	
   

  
	
   

  	
   

  	
  Corporate Engineering
  Division

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:  Vice President, Corporate Real Estate

  
	
   

  	
   

  	
  Department 052T; Bldg.
  AP52-S

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  200 Abbott Park Road

  	
   

  	
   

  
	
   

  	
   

  	
  Abbott Park, Illinois
  60064-6212

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:  (847) 938-1301

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:  (847) 937-1533

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Abbott Laboratories

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Executive Vice
  President and General

  Counsel

  
	
   

  	
   

  	
  Dept. 364; Bldg. AP6D

  	
   

  	
   

  
	
   

  	
   

  	
  100 Abbott Park Road

  	
   

  	
   

  
	
   

  	
   

  	
  Abbott Park, Illinois  60064

  	
   

  	
   

  
	
   

  	
   

  	
  Phone:  (847) 937-6100

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:  (847) 938-6277

  	
   

  	
   

  
						



 


That the Parties
hereto do hereby mutually agree as follows:


 


1.             Premises; Condition and Expansion of Premises.  


 


A.            Tenant hereby leases from Landlord those certain
premises (hereinafter referred to as the “Premises”) depicted by
cross-hatching on the diagram attached hereto as Exhibit A.  As used in this Lease, the “Building” shall
mean that certain building located at 1401 Sheridan Road, North Chicago,
Illinois  60064, commonly known as the
M3 Building, and including the use in common with the Landlord of the Building,
the common areas and parking areas serving the Building.  Landlord shall install firewalls to separate
the private networks of the Landlord and Tenant.  These separation firewalls shall be deployed at both the
Landlord’s and Tenant’s networks on either end of the Inter-Company Link and
Gigabit connection.  Other than
Landlord’s installation of the firewalls, Tenant acknowledges that it is
leasing the Premises “as is” without any representation or warranty.


 


B.            Tenant shall have the right to reduce the
size of the Premises at any time during the Term upon not less than ninety (90)  days written notice to Landlord, at which
time Base Rent (as described in Paragraph 3 below) shall be
proportionately reduced.  Each reduction
of the Premises shall comprise a minimum of 2,000 square feet of space
contiguous to Abbott space.


 


C.            Upon the written agreement of the Parties, Tenant
shall be permitted to add space within the Building or adjacent to the Building
on the same general terms and conditions of this Lease.


 


2.             Lease Term.  The term (the “Term”)
of this Lease shall commence on the Effective Date and shall end on the
Termination Date.  Notwithstanding the
foregoing, Tenant shall have the right to terminate this Lease at any time upon
not less than one hundred eighty (180) days written notice to Landlord.


 

















 


3.             Base Rent.  Tenant agrees to pay as
annual base rent (“Base Rent”) Landlord’s fully burdened cost per square
foot of the Premises for each year (“Lease Year”) during the Term
payable in equal monthly installments (“Monthly Base Rent”).  Monthly Base Rent for each  Lease Year is set forth in the
Schedule attached hereto as Exhibit A-1.  The obligation to pay Rent (defined below) shall commence on the
Effective Date.  The first Lease Year
shall commence on the Effective Date and end on December 31, 2004, and
each succeeding Lease Year shall commence on January 1 of the following
calendar year.  The final Lease Year
shall commence on January 1, 2014 and end on Termination Date.  Rent shall be paid to Landlord in advance on
or before the first day of each month of the Term, and shall be payable to
Landlord at the address shown in the Schedule, or at such other place as
Landlord may direct from time to time in writing.  If the Term shall commence on a day other than the first day of a
calendar month, Tenant shall pay a prorated monthly Rent for such initial
partial month.  Payments not made when
due shall bear interest at a rate per annum equal to the rate which Citibank
N.A. (or its successor or another major money center commercial bank agreed to
by the Parties) announces as its prime lending rate, as in effect from time to
time plus two percent (2%).


 


All Base Rent and the
cost of any Additional Services or Extra Services provided pursuant to Paragraphs
6 and 7 hereof, together with any other sum required to be paid by
Tenant pursuant to this Lease (such sums are collectively referred to herein as
“Rent”) shall be paid when due, without demand, deduction, offset or
discount and all in lawful money of the United States.  The payment of Rent hereunder is independent
of each and every other covenant and agreement contained in this Lease.  


 


4.             Use of
Premises. 
The Premises shall be occupied and used only for office, laboratory and
manufacturing  purposes and for no other purpose.  Without limiting the generality of the
foregoing, no use shall be made of the Premises nor acts done which will
increase the existing rate of insurance upon the Building or cause a
cancellation of any insurance policy covering the Building or any part thereof.  Tenant shall not commit, or suffer to be
committed, any waste upon the Premises, or any public or private nuisance, or
other act or thing which may disturb the quiet enjoyment of any other tenant in
the Building, nor, without limiting the generality of the foregoing, shall
Tenant allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose.


 


Tenant agrees that
Tenant, together with any other Person (as defined below) entering the Premises
with Tenant’s permission, will comply with (i) all federal, state and municipal
laws, ordinances and regulations applicable to Tenant’s use and occupancy of
the Premises, (ii) all covenants, conditions and restrictions of record
applicable to Tenant’s use and occupancy of the Premises, and (iii) the rules
and regulations attached hereto as Exhibit C together with all other
reasonable rules and regulations which Landlord may reasonably make from time
to time for the management, safety, care and cleanliness of the Building,
consistent with the same rules and regulations which Landlord implements for
its other buildings with analogous uses. 
The violation of any such items shall be deemed a material breach of
this Lease by Tenant.  “Person”
means an individual, a general or limited partnership, a corporation, a trust,
a joint venture, an unincorporated organization, a limited liability entity,
any other entity and any governmental authority.


 

















 


5.             Privileges of Hospira Employees.  Tenant, its
employees and invitees, may use in common with Landlord, its employees and
invitees the conference rooms located in the Building, the cafeteria serving
the Building and the exercise facilities serving the Building.  Tenant’s use of conference rooms shall be in
accordance with Landlord’s reservation procedures.  Tenant’s use of exercise facilities and the cafeteria shall be in
accordance with the rules and procedures applicable to Landlord’s employees.


 


6.             Utilities and Other Services Furnished by Landlord.  On a
twenty-four (24) hour and seven (7) days per week basis, Landlord shall furnish
to Tenant during the Term:  (i)
automatic passenger elevator service; (ii) restroom facilities with hot and
cold water; (iii) heating and air conditioning, as appropriate (excluding Tenant
process areas); (iv) emergency lighting, electricity for lighting, computers,
telecommunications equipment but excluding any electricity used in providing
the Additional Services (as defined below) or the Extra Services (as defined
below); and (v) cold water as required for existing plumbing for the Premises.


 


Consistent with
Landlord’s current practice with respect to Landlord’s own buildings which are
analogous to the Building, Landlord shall furnish to Tenant the services
described in Exhibit B-1 which may be changed from time to time in Landlord’s
reasonable discretion upon thirty (30) days advance written notice to
Tenant.  Upon written request and
reasonable written notice, Landlord shall furnish janitorial, cleaning and
security services during weekend hours at rates determined in accordance with Exhibit
B-5 attached hereto.  During normal
business hours and upon written request and reasonable prior notice, Landlord
shall furnish freight elevator service to Tenant.  


 


Landlord may, but
shall have no obligation to, provide, at Tenant’s request, any other Additional
Services as it is reasonably possible for Landlord to provide within a
reasonable period after the time such additional service is requested (each, an
“Additional Service”) including, but not limited to, the services
described in Exhibit B-2 attached hereto.  


 


To the extent
Landlord incurs any additional cost or expense as a result of Landlord
providing Additional Services at Tenant’s request, Tenant shall reimburse
Landlord for such cost or expense, such amount to be considered additional Rent
hereunder.  All charges for such
Additional Services shall be due and payable at the same time as the
installment of Monthly Base Rent with which they are billed, or if billed
separately, shall be due and payable within thirty (30) days after Tenant
receives Landlord’s bill therefor.  Any
such billings for Additional Services shall include an itemization of the
Additional Services rendered and the charge for each such service, which charge
shall be calculated as Landlord’s fully burdened cost to perform such
services.  The Additional Services shall
be performed by Landlord in the same manner Landlord performs such services for
itself.


 


If the Tenant
fails to promptly pay charges for Additional Services, Landlord, upon not less
than ten (10) days’ notice, may, in addition to any other remedies available to
Landlord, discontinue furnishing Additional Services until such time as Tenant
has made payment therefor.  Such
discontinuance shall not be deemed an eviction or disturbance of Tenant’s use
of the


 

















 


Premises, shall not render Landlord liable for damages, nor shall it
relieve Tenant from performance of Tenant’s obligations under this Lease.


 


Landlord shall not
be liable for any loss or damage caused by or resulting from any variation,
interruption or failure of any utilities and services to be provided by
Landlord hereunder due to any cause whatsoever, other than Landlord’s
negligence or willful misconduct, and no temporary interruption or failure of
such utilities and services incident to the making of repairs, alterations or
improvements, or due to accident, strike or conditions or events beyond
Landlord’s reasonable control shall be deemed an eviction of Tenant or relieve
Tenant from any of Tenant’s obligations hereunder, including, without
limitation, the payment of Rent.  


 


7.             Extra
Services.


 


A.            Landlord’s Delivery of Extra Services.  At Tenant’s
expense, Landlord shall furnish the extra services described on Exhibits B-3 and B-4
attached hereto (“Extra Services”).


 


1.             Landlord shall perform all Extra Services in a manner
which is substantially similar in nature, quality and timeliness to the
analogous services provided by Landlord prior to the Commencement Date.


 


2.             Landlord shall perform its duties and responsibilities
hereunder in good faith based on its past practices.  Landlord shall not be liable or held accountable, in damages or
otherwise, for any error of judgment or any mistake of fact or law or for
anything that Landlord does or refrains from doing in good faith hereunder,
except in the case of its gross negligence or willful misconduct.


 


3.             Nothing in this Lease shall require Landlord to
perform any Extra Service in a manner that would constitute a violation of
applicable laws.


 


4.             Landlord shall not be obligated to perform any Extra
Service in a volume or quantity which exceeds the planned 2004 volumes or
quantities of analogous services performed for the applicable operation of
Tenant, without reference to the transactions contemplated by the Separation
and Distribution Agreement dated April 12, 2004, between Landlord and
Tenant (the “Separation and Distribution Agreement”).  Tenant may request a higher volume or
quantity of such historical volumes or quantities of an Extra Service, which
request Landlord may accept or reject in its sole discretion.  If Landlord agrees to such a request, the
Parties shall cooperate and act in good faith to make any modifications to the
applicable Schedule for such Extra Service.


 


5.             (i) Landlord will not be required to perform any of
the Extra Services for the benefit of any Person other than Tenant, and (ii)
EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS PARAGRAPH 7A., EACH
PARTY ACKNOWLEDGES AND AGREES THAT ALL EXTRA SERVICES AND PRODUCTS ARE PROVIDED
ON AN “AS-IS” BASIS AND THAT, LANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
WITH


 

















 


RESPECT TO THE EXTRA
SERVICES AND PRODUCTS, AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY
OTHER WARRANTY WHATSOEVER.


 


B.            Charges
for Extra Services. 
The charges for the Extra Services (the “Extra Service Charges”)
shall be determined in accordance with Exhibit
B-5.  If the Tenant fails to
timely pay Landlord’s charges for Extra Services, Landlord, upon not less than
ten (10) days’ notice, may, in addition to any other remedies available to
Landlord, discontinue furnishing such Extra Services until such time as Tenant
has made payment therefor.  No such
discontinuance shall be deemed an eviction or disturbance of Tenant’s use of the
Premises or render Landlord liable for damages or relieve Tenant from
performance of Tenant’s obligations under this Lease.


 


C.            Changes
to Extra Services. 
Except as provided in Paragraph 7F. below, the Parties
acknowledge that Landlord may make changes from time to time in the manner of
performing the Extra Services if Landlord is making similar changes in
performing analogous services for itself and if Landlord furnishes to Tenant
substantially the same notice (in content and timing, but in any event no less
than thirty (30) days) as Landlord shall furnish to others in its own
organization respecting such changes. 
No such change shall affect the Extra Services Charges for the
applicable Extra Service.


 


D.            Transitional Nature of Extra Services.  The Parties
acknowledge the transitional nature of the Extra Services and agree to
cooperate in good faith and to use commercially reasonable efforts to
effectuate a smooth transition of the Extra Services from Landlord to Tenant
(or its designee).


 


E.             Cooperation.  In the event that (i) there
is nonperformance of any Extra Service as a result of a Force Majeure event (as
defined in Paragraph 30.F. below), or (ii) the provision of an Extra
Service would violate applicable law, the Parties agree to work together in good
faith to arrange for an alternative means by which Tenant may obtain, at
Tenant’s sole cost, the Extra Service so affected.


 


F.             Use of Third Parties to Provide the Extra Services.  Landlord may
perform its obligations through its Subsidiaries (as defined below) or, if
Landlord is obtaining analogous services for itself from agents, subcontractors
or independent contractors, through the use of such agents, subcontractors or
independent contractors if Landlord furnishes Tenant substantially the same notice
(in content and timing) as Landlord shall furnish to its own organization
respecting such use of Third Parties. 
If Landlord is not obtaining analogous services for itself from Third
Parties, Landlord may perform its obligations hereunder through the use of
agents, subcontractors or independent contractors only upon obtaining the prior
written consent of Tenant. 
Notwithstanding the foregoing, Landlord shall not be relieved of its
obligations under this Lease by use of such Subsidiaries, agents, subcontractors
or contractors.  “Subsidiary”
or  “Subsidiaries” means another
Person or Persons directly or indirectly controlled by such first Person.  As used herein, “control” means the
possession, directly or indirectly, of the power to


 

















 


direct or cause the
direction of the management and policies of such Person(s), whether through
ownership of voting securities or other interests, by contract or
otherwise.  


 


G.            Early Termination of Extra Services.  Tenant shall
have the right at any time during the Term to terminate its obligation to
purchase any individual Extra Service, upon the giving of one hundred eighty
(180) days, advance written notice to Landlord.


 


H.            Information
Transmission. 
On or prior to the last day of the term of an Extra Service, Landlord shall
use reasonable commercial efforts to support any transfer of Information (as
hereinafter defined) concerning the relevant Extra Services to Tenant.  If requested by Tenant, Landlord shall
deliver to Tenant, within such time periods as the Parties may reasonably
agree, all Information received or computed for the benefit of Tenant during
the term of an Extra Service, in electronic and/or hard copy form; provided,
however, that (i) Landlord shall not have any obligation to provide Information
in any non-standard format, and (ii) Landlord shall be reimbursed for its
reasonable out-of-pocket costs for providing Information in any format other
than its standard format.  For purposes
of this Lease, “Information” means information, whether or not
patentable or copyrightable, in written, oral, electronic or other tangible or
intangible forms, including studies, reports, records, books, contracts,
instruments, surveys, discoveries, ideas, concepts, know-how, techniques,
designs, specifications, drawings, blueprints, diagrams, models, prototypes,
samples, flow charts, data, computer data, disks, diskettes, tapes, computer
programs or other software, marketing plans, customer names, communications by
or to attorneys (including attorney-client privileged communications), memos
and other materials prepared by attorneys or under their direction (including
attorney work product), and other technical, financial, employee or business
information or data.


 


I.              Mutual
Cooperation. 
The Parties shall cooperate with each other in connection with the
performance of the Extra Services hereunder, including producing on a timely
basis all information that is reasonably requested with respect to the
performance of Extra Services and the transition of such Extra Services at the
end of their applicable term; provided, however, that such cooperation shall
not unreasonably disrupt the normal operations of the Parties.


 


J.             Limitations on Liability for Failure to Provide Extra Services.  FOR EACH
TWELVE (12) MONTH PERIOD DURING THE TERM, THE FIRST SUCH PERIOD COMMENCING ON
THE EFFECTIVE DATE AND SUBSEQUENT SUCH PERIODS COMMENCING ON EACH YEARLY
ANNIVERSARY THEREAFTER, THE MAXIMUM LIABILITY OF LANDLORD TO, AND THE SOLE
REMEDY OF, TENANT WITH RESPECT TO ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION
WITH THE PROVISION OF EXTRA SERVICES UNDER THIS LEASE, REGARDLESS OF THE THEORY
UPON WHICH THE LIABILITY IS PREMISED, SHALL NOT EXCEED THE LANDLORD’S PROFITS
FOR PERFORMING EXTRA SERVICES HEREUNDER, WHICH SHALL BE DEEMED TO BE EQUAL TO
THE AMOUNT OF THE MARK-UP RECEIVED BY LANDLORD AS SET FORTH ON EXHIBIT B-5
AND AS MAY BE ADJUSTED PURSUANT TO THE TERMS OF EXHIBIT-B-5.  IN NO EVENT SHALL LANDLORD, ITS SUBSIDIARIES
OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE
OTHER PARTY FOR INDIRECT, EXEMPLARY,


 

















 


INCIDENTAL, CONSEQUENTIAL
OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED PROFITS RELATING TO THE
SAME) IN CONNECTION WITH THE PERFORMANCE OF EXTRA SERVICES UNDER THIS LEASE,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND TENANT
HEREBY WAIVES ON BEHALF OF ITSELF AND ITS SUBSIDIARIES ANY CLAIM FOR SUCH
DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY DAMAGE OR LOST PROFITS, WHETHER
ARISING IN CONTRACT, TORT OR OTHERWISE. 



 


K.            Third
Party Claims. 
Tenant shall indemnify, defend and hold harmless Landlord, its
Subsidiaries and each of their directors, officers and employees, and each of
the successors and assigns of any of the foregoing (collectively, the “Landlord
Indemnitees”), from and against any and all claims of any Person other than
Landlord, any Landlord Subsidiary, Tenant and any Tenant Subsidiary (each
herein a “Third Party”) relating to, arising out of or resulting from
Landlord’s furnishing or failing to furnish the Extra Services provided for in
this Lease, other than Third Party claims arising out of the gross negligence
or willful misconduct of any Landlord Indemnitee.  


 


L.             Title to Intellectual Property.  Tenant
acknowledges that it will acquire no right, title or interest (including any license
rights or rights of use) in any intellectual property which is owned or
licensed by Landlord, by reason of the provision of the Extra Services provided
hereunder.  Tenant will not remove or
alter any copyright, trademark, confidentiality or other proprietary notices
that appear on any intellectual property owned or licensed by Landlord, and
shall reproduce any such notices on any and all copies thereof.  Tenant will not attempt to decompile,
translate, reverse engineer or make excessive copies of any intellectual
property owned or licensed by Landlord, and shall promptly notify Landlord or
any such attempt, regardless of whether by Tenant or any Third Party, of which
Tenant becomes aware.


 


8.             Alterations
and Repairs. 
Tenant shall not make a structural change or changes which can be seen
from the exterior of the Building without Landlord’s prior written
consent.  For purposes of this Lease,
hot work, work requiring core drilling and surface penetration and work involving
pressurized lines shall automatically be deemed a structural change requiring
Landlord’s prior written consent. 
Tenant shall not do any painting or decorating, erect any non-moveable
partitions or make any additions, improvements, alterations or repairs to the
Premises costing in each case more than $50,000.00 without Landlord’s prior
written consent, which consent shall not be unreasonably withheld or
delayed.  In the event Tenant proposes
to make any addition, improvement, alteration or repair requiring Landlord’s
prior written approval, Tenant shall, prior to commencing any such activity,
submit to Landlord for its prior written approval:  (i) detailed plans and specifications; (ii) all necessary
governmental permits evidencing compliance with all applicable governmental
rules, regulations and requirements; (iii) certificates of insurance in form
and amounts reasonably required by Landlord, naming Landlord and any other
parties designated by Landlord as additional insureds; and (iv) all other
documents and information as Landlord may reasonably request in connection with
such work.  Neither approval of the
plans and specifications nor supervision of the addition, improvement or
alteration by Landlord shall constitute a representation or warranty by
Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans
and specifications or as to the quality


 

















 


of workmanship or the
compliance of such alteration with applicable law.  Tenant shall pay the entire cost of the addition, improvement or
alteration.  Each addition, improvement,
alteration and repair shall be performed in a good and workmanlike manner, in
accordance with the plans and specifications approved by Landlord, and shall
meet or exceed the standards for construction and quality of materials
established by Landlord for the Building. 
In addition, each addition, improvement, alteration and repair shall be
performed in compliance with all applicable governmental laws, ordinances,
codes, orders, rules and regulations. 
Each addition, improvement, alteration and repair shall be performed by
contractors approved by Landlord and all contractors shall act in harmony with
Landlord’s employees and contractors.


 


Tenant agrees to
protect, defend and indemnify the Landlord Indemnitees, the Premises and the
Building from and against any and all liabilities of every kind and description
which may arise out of or be connected in any way with said additions,
alterations, improvements or repairs or the like, whether performed by or under
the direction of Tenant and at the cost of Tenant.  Upon completion of any addition, improvement, alteration or
repair, if Landlord requests, Tenant shall promptly furnish Landlord with sworn
owner’s and contractors’ statements and full and final waivers of lien covering
all labor and materials included in such work. 
Tenant shall not permit any mechanic’s lien to be filed against the
Building, or any part thereof, arising out of any alteration performed, or
alleged to have been performed, by or on behalf of Tenant.  If any such lien is filed, Tenant shall
within thirty (30) days thereafter have such lien released of record or deliver
to Landlord a bond in form, amount, and issued by a surety satisfactory to
Landlord, indemnifying Landlord against all costs and liabilities resulting
from such lien and the foreclosure or attempted foreclosure thereof.  If Tenant fails to have such lien so
released or to deliver such bond to Landlord, Landlord, without investigating
the validity of such lien, may pay or discharge the same; and Tenant shall
reimburse Landlord upon demand for the amount so paid by Landlord, including
Landlord’s reasonable expenses and attorneys’ fees.


 


Unless otherwise
provided in this Paragraph or by written agreement, all additions,
improvements,  alterations, repairs and
fixtures (except Tenant’s furniture, trade fixtures and equipment) installed by
Tenant during the Term shall be surrendered with the Premises and shall become
Landlord’s property without compensation to Tenant.  Landlord shall have the option at the time of granting consent to
additions, improvements and alterations to require their removal and the
restoration of the Premises to the condition existing immediately prior to
their installation at the expiration or early termination of the Lease.  For any such installations which do not
require Landlord’s consent, Landlord shall have the option of requiring their
removal and the restoration of the Premises to the condition existing
immediately prior to their installation at the expiration or early termination
of the Lease. 


 


Tenant shall
remove its furniture, trade fixtures and equipment and all other items of
personal property from the Premises prior to the end of the Term or any
extension thereof, or at the termination of right of possession, however ended.  Tenant shall repair any damages caused by
the removal of such items.  If Tenant
does not remove such items, Tenant shall be conclusively presumed to have
conveyed the same to Landlord under this Lease as a bill of sale without
further payment or credit by Landlord to Tenant, or at Landlord’s sole option,
Landlord may cause the items covered in this Paragraph to be removed and stored
at the risk and cost of


 

















 


Tenant.  Tenant shall pay to
Landlord, upon demand, any and all reasonable expenses incurred in such removal
and all reasonable storage charges against such property so long as the same
shall be in Landlord’s possession or under Landlord’s control.  Any such property of Tenant not removed from
the Premises or retaken from storage by Tenant within thirty (30) days after the
end of the Term, however terminated or any extension thereof, at Landlord’s
sole option, shall be conclusively deemed to have been forever abandoned by
Tenant.


 


9.             Maintenance
and Repair.


 


A.            Landlord shall at its own expense, maintain and keep
in good repair and in a manner consistent with the maintenance and standards of
other similar buildings owned by Landlord the foundation, walls (load bearing
and wall surfaces in common corridors), exterior doors and doors through load
bearing walls, floors, flooring (building standard carpet and tile), ceilings
(excluding false ceilings not located in common areas), roof, elevators and
other structural portions of the Building and common areas, and shall maintain
the fire mains and sprinkler system in the Building and the Building’s
mechanical, electrical, plumbing, heating, ventilating and air conditioning
equipment and systems.  Landlord shall,
also, at its sole cost and expense, maintain the following infrastructures serving
the Premises:


 


Distribution piping up to
the first isolation valve upstream of any Tenant process for fresh water and
steam plant;


 


Distribution piping
downstream of the utilities backflow preventer for Nitrogen, Carbon Dioxide,
Compressed Air and Plant Air;


 


Distribution piping
downstream of the utilities isolation valve for distilled water and lake water;


 


WFI stills, tanks and
recirculation loop;


 


ACW water line up to the
inlet of the ACW’s back flow preventer;


 


Condensate distribution
piping downstream of first isolation valve from the first trap;


 


Power Distribution up to
MCC panels; and 


 


Nine (9) break tanks
located within the basement of the Premises and all associated piping
discharging from the break tanks only.


 


Landlord shall perform
its maintenance in a manner designed to minimize interference with Tenant’s use
of the Premises to the extent such is reasonably possible without incurring
additional costs.  Landlord shall
perform its maintenance obligations in accordance with the laws of the United
States, the State of Illinois and all directions and regulations of
governmental agencies having jurisdiction over the Premises.  Landlord shall have no obligation for
Tenant’s personal property, furniture, trade fixtures and equipment, which
shall be Tenant’s responsibility.


 

















 


B.            Tenant shall at its own expense, maintain and keep in
good repair and in a manner consistent with the current standards of the
Building, the process HVAC systems and controls, the flooring (excluding
building standard carpet and tile), false ceilings, interior doors and non-load
bearing walls within the Premises. 
Tenant shall also, at its sole cost and expense maintain the following
components of system infrastructure list:


 


Above grade chemical
sewer piping; storm sewer other than below grade piping and grade roof drains
piping;


 


Power Distribution from
the MCC panels and beyond;


 


Nitrogen, carbon dioxide
and distilled water systems up to the inlet isolation valve to the secondary
backflow preventer or up to the first isolation valve upstream of any process
takeoff;


 


WFI inlet control valve
to the break tank and beyond; and


 


ACW system from the
backflow preventer and beyond.


 


C.            Tenant shall, at its expense, maintain its furniture,
trade fixtures and equipment, at all times in good condition and repair.  Tenant shall be responsible for the cleaning
and maintenance of all Tenant’s furniture, trade fixtures and equipment.  Tenant shall commit no waste of any kind on
or about the Premises and Tenant shall pay for all damage to the Building, as
well as damage to tenants or occupants thereof, caused by misuse or neglect of
the Premises, by Tenant or Tenant’s employees, agents or invitees.  At the expiration of the Term, Tenant shall
surrender the Premises in good condition, normal wear and tear and damage by
fire or other insured casualty excepted.


 


10.           Assignment-Sublease.  This Lease
shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns; provided, however,
that neither Party may assign its rights or delegate its obligations under this
Lease without the express prior written consent of the other Party (which
consent shall not be unreasonably withheld, delayed or conditioned hereto.
 Notwithstanding the foregoing, this Lease shall be assignable by either Party
in whole with the prior written consent of the other Party (which consent shall
not be unreasonably withheld, delayed or conditioned) in connection with: (i) a
merger or consolidation of such Party if (a) such Party is not the surviving
entity, or (b) such Party’s shareholders constitute less than 70% of the
surviving shareholders; (ii) the sale of all or substantially all of the assets
of such Party; or (iii) the acquisition by a Third Party of at least 30% of the
combined voting power of the then-outstanding securities of such Party entitled
to vote generally in the election of directors (each such occurrence a “Change
of Control Event”), in each case so long as the resulting, surviving or
transferee Person assumes all the obligations of the assignor hereunder by
operation of law or pursuant to an agreement in form and substance reasonably
satisfactory to the other Party.  It shall not be deemed to be
unreasonable for a Party to withhold consent to assignment in connection with a
Change of Control Event on the basis that the proposed assignee is a competitor
of such Party.  In the event a Party
effects a Change of Control Event without the other Party’s prior written
consent to assign this Lease as set forth


 

















 


above, the latter Party
may terminate this Lease, in its sole discretion, with effect immediately upon
the occurrence of such Change of Control Event.


 


11.           Indemnification and Insurance.  Landlord
shall not be liable to Tenant or to any other Persons for any injury to or
death of any Person or for loss or damage to property (including property of
Tenant) occurring in the Building or the Premises from any cause whatsoever,
except to the extent caused by Landlord’s negligence or willful
misconduct.  Tenant agrees to indemnify
and save Landlord harmless from all loss, damage, liability and expense
(including expense of defending claims) relating to any actual or alleged
injury to or death of any Person or loss or damage to property caused by or
resulting from any occurrence on the Premises, except to the extent caused by
Landlord’s negligence or willful misconduct. 
Tenant shall, at Tenant’s expense, maintain liability insurance and “All
Risk” insurance with insurers, coverages, amounts and waiver of subrogation and
cancellation clauses acceptable to Landlord. The liability insurance coverage
shall include, without limitation, minimum limits of $2,000,000.00 (combined
single limit per occurrence and $10,000,000.00 annual aggregate) for property
damage.  For bodily injuries and death,
Tenant’s insurance carrier should be licensed to do business in Illinois and
maintain a minimum Best’s rating of “A”, category “X”.  Tenant’s “All Risk” insurance coverage shall
include coverage of its moveable fixtures, office equipment, furniture, trade
fixtures and all other items of Tenant’s property on the Premises.  Such policy or policies shall name Landlord
as an additional insured and shall be noncancellable as to Landlord and not
subject to material change except upon at least thirty (30) days’ prior written
notice given to Landlord.  Tenant shall
furnish Landlord with a copy of said policy or policies or other acceptable
evidence that said insurance is in effect on the date hereof and at least
fifteen (15) days prior to the expiration of the then current policies.  Landlord shall maintain commercial general
liability insurance and “All Risk” insurance for the full replacement value of
the Building and all improvements, machinery and fixtures.  Each Party may self-insure its insurance
obligations hereunder.


 


12.           Inspection.  Landlord may retain a key to
the Premises and Landlord and its employees and agents shall have the right to
inspect the Premises at all reasonable times and to enter the same whenever
reasonably necessary to exercise any right or privilege of Landlord under this
Lease.


 


13.           Eminent
Domain. 
If the entire Premises (or a material portion thereof such that the
remainder of the Premises is no longer suitable for Tenant’s use) shall be
taken by any public or governmental authority under the power of eminent
domain, the Term shall cease as of the date possession is taken by such
authority and the Rent shall be paid up to that date.  If only a part of the Premises shall be taken and the remainder
remains tenantable for the purposes for which Tenant has been using the
Premises, then this Lease shall continue in effect, except that the Rent shall
be reduced in proportion to the amount of square footage of the Premises so
taken, and Landlord, at its expense, shall make all necessary repairs and
alterations to the Premises required by such taking.  However, Landlord shall not be required to make such repairs and
alterations, and this Lease shall terminate on the date possession is taken by
the applicable authority, if so much of the Building is taken by eminent domain
so as to make such repairs and alterations, in Landlord’s reasonable judgment,
economically disadvantageous.  All
damages


 

















 


awarded for such taking
may be retained by Landlord, whether such damage is awarded as compensation for
diminution in the value of the leasehold or to the fee of the Premises.  Tenant shall be entitled to make a separate
claim for cost of removal of equipment and fixtures and Landlord shall not be
entitled to any separate award arising out of such claim.  The term “eminent domain” as used herein
shall include the exercise of any similar governmental power and any purchase
or other acquisition in lieu thereof.


 


14.           Fire
and Other Casualty. 
Should the Building or the Premises be damaged by fire or other
casualty, and if the damage is repairable within ninety (90) days from the date
of such casualty (with the repair work and the preparation therefor to be done
during regular working hours on regular working days), as determined by
Landlord’s architect, then the damage shall be repaired with due diligence by
Landlord.  In the meantime, Rent shall
be abated in the same proportion that the untenantable portion of the Premises
bears to the whole thereof.  Should the
Premises or the Building be completely destroyed by fire or other casualty, or
should they be damaged to such an extent that the damage cannot be repaired
within ninety (90) days from the date of the casualty, as determined by
Landlord’s architect, Landlord and Tenant shall each have the option of
terminating this Lease and shall so advise the other within thirty (30) days
after the date of the casualty.  If
neither Party has elected to terminate this Lease within said thirty (30) day
period, Landlord shall commence and prosecute with reasonable diligence any
work necessary to restore or repair the Premises.  For the period from the occurrence of any damage to the Premises
to the date of completion of the repairs (or to the date of termination of this
Lease) the Rent shall be abated in the same proportion as the untenantable
portion of the Premises bears to the whole thereof.  Rent hereunder shall not abate if Tenant’s negligence was the
cause of the damage or casualty.


 


15.           Waiver
of Subrogation. 
Tenant and Landlord hereby mutually release each other from liability
and waive all right of recovery against each other for any loss from perils
insured against under their respective “All Risk” insurance policies, including
any extended coverage and endorsements thereto, and agree to cause their
respective insurers to do the same.


 


16.           Defaults
and Remedies.


 


A.            Defaults
by Tenant. 
The occurrence of any of the following shall constitute a default (“Default”)
by Tenant hereunder:


 


1.             If Tenant defaults in the payment of Rent, and if the
default is not remedied within five (5) days after written notice thereof by
Landlord to Tenant;


 


2.             If Tenant defaults in the prompt and full performance
of any term, covenant or provision of this Lease (except those specified in Subparagraphs
(1), (3), (4), (5), (6) and (7) of this Subparagraph
A of Paragraph 16) and if such default is not remedied within thirty
(30) days after notice thereof by the Landlord; provided, however, if such
default is capable of being cured but cannot by its nature be cured within
thirty (30) days, Tenant shall have such longer period as is reasonably
necessary (not to exceed ninety (90) days from the date of


 

















 


the initial default) to
cure such default, provided Tenant has promptly commenced and is diligently
pursuing such cure;


 


3.             If the leasehold interest of Tenant is levied upon
under execution or is attached under process of law, which levy or attachment
continues for a period of thirty (30) days;


 


4.             If Tenant shall generally not pay its debts as they
become due or shall admit in writing its inability to pay its debts or shall
make a general assignment for the benefit of creditors;


 


5.             If Tenant shall commence any case, proceeding or other
action seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property;


 


6.             If Tenant shall take any corporate or other action to
authorize any of the actions set forth above in Subparagraphs A(4) and A(5)
of this Paragraph 16; or


 


7.             If any case, proceeding or other action against Tenant
shall be commenced seeking to have an order for relief entered against it as debtor,
or seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or any
substantial part of its property, and such case, proceeding or other action (i)
which results in the entry of an order for relief against it which is not fully
stayed within seven (7) business days after the entry thereof or (ii) which is
not dismissed for a period of thirty (30) days.


 


B.            Landlord’s
Remedies.


 


1.             Upon the occurrence of any one or more Defaults by
Tenant, Landlord may elect to terminate this Lease and Tenant’s right to
possession of the Premises.  Upon any
termination of this Lease, whether by lapse of time or otherwise, Tenant shall
surrender possession and vacate the Premises and deliver possession thereof to
Landlord.  In such event, Tenant hereby
grants to Landlord full and free license (a) to enter into and upon the
Premises with or without process of law, (b) to repossess the Premises, (c) to
expel or remove Tenant and any others who may be occupying or be within the
Premises, and (d) to remove any and all property therefrom using such force as
may be necessary without being deemed in any manner guilty of trespass,
eviction or forcible entry or


 

















 


detainer, and without
relinquishing Landlord’s rights to Rent or any other right given to Landlord
hereunder or by operation of law.


 


2.             Landlord may but shall not be obligated to cure any
Default by Tenant hereunder.  If
Landlord so elects, all costs and expenses paid by Landlord in curing such
Default and reasonable legal fees in connection therewith shall be additional
rent due on the next rent date.


 


3.             Notwithstanding anything in the Lease to the contrary,
any and all remedies set forth in this Lease (i) shall be in addition to any
and all other remedies Landlord may have at law or in equity, (ii) shall be
cumulative, and (iii) may be pursued successively or concurrently as the
Landlord may elect.  The waiver by
Landlord of any breach of any term, covenant or condition herein contained
shall not be deemed to be a waiver of such term, covenant or condition or any
subsequent breach of the same, or any other term, covenant or condition herein
contained.  Neither the acceptance of
Rent nor any other action or omission of Landlord at any time or times after
the happening of any breach by Tenant of any term, covenant or condition of
this Lease, shall operate as a waiver of any past or future breach of any term,
covenant or condition hereof or to deprive Landlord of its right to exercise
its remedies on account of such breach, or be construed so as to at any future
time estop Landlord from promptly exercising any other option, right or remedy
that it may have under any term or provision of this Lease.


 


C.            Landlord’s Default and Tenant’s Remedies.  If Landlord
fails to observe or perform any material covenant, agreement or obligation to
be performed by Landlord under this Lease, and if such failure shall continue
for more than thirty (30) days after notice thereof from Tenant to Landlord
(unless such failure requires work to be performed, acts to be done, or
conditions to be removed which, by their nature, cannot reasonably be
performed, done or removed, as the case may be, within such period, in which
event, if the Landlord shall have commenced curing or correcting the same
within such period and shall have diligently prosecuted such cure, or correction,
such thirty (30) day period shall be extended by such additional time period as
may be reasonably required for Landlord to cure or correct such failure), then
Tenant shall have and may exercise such rights and remedies to which it may be
entitled at law or in equity upon such default of Landlord, including, but not
limited to, the right to expend amounts necessary to cure such Default and to
deduct such amounts from Rent payments due Landlord.


 


17.           Notices.  All notices or other
communications under this Lease must be in writing and shall be deemed to be
duly given (a) when delivered in person, (b) upon transmission via confirmed
facsimile transmission, provided that such transmission is followed by delivery
of a physical copy thereof in person, via U.S. first class mail, or via a
private express mail courier, or (c) two (2) days after deposit with a private
express mail courier, in any such case addressed as provided in Paragraphs 5
and 6 of the Lease Schedule.  Any
Party may, by notice to the other Party, change the address to which such
notices are to be given.


 

















 


18.           Holding Over.  In the event Tenant remains
in possession of the Premises or any part thereof after the expiration of this
Lease, without a written lease, Tenant shall be deemed to be occupying the
Premises as a tenant from month-to-month subject to all of the conditions,
provisions and obligations of this Lease insofar as they may be applicable to
such month-to-month tenancy, except as provided in this Paragraph 18.  During such holding over, Tenant shall pay
Rent at one hundred twenty five percent (125%) the rate payable for the year
immediately preceding said holding over computed on a monthly basis for the
time Tenant thus remains in possession. 
The provisions of this Paragraph do not waive Landlord’s rights of
re-entry or right to regain possession by actions at law or in equity or by any
other rights hereunder.


 


19.           Successors
or Assigns. 
This Lease shall be binding upon and inure to the benefit of the Parties
hereto, and their respective successors and permitted assigns.


 


20.           Subordination.  Tenant
agrees that this Lease shall be subordinate in interest to any mortgage or
ground lease covering the Building now in effect or hereafter given by Landlord
or others provided that so long as Tenant is not in default hereunder, this
Lease shall remain in full force and effect and Tenant’s possession of the
Premises shall not be disturbed.  Tenant
agrees at Landlord’s request to execute an appropriate instrument confirming
its subordination in exchange for a written non-disturbance agreement executed
by any such lender or ground lessor in a form as may be reasonably acceptable
to Tenant.


 


21.           Quiet
Enjoyment. 
Landlord covenants that Tenant, on paying the Rent and performing
Tenant’s obligations under this Lease, shall peaceably have, hold and enjoy the
Premises for the Term without any hindrance by or through Landlord, or its
successors or assigns.


 


22.           Parking.  Tenant and its employees,
guests and visitors shall be permitted to park, along with other tenants of the
Building, their employees, guests and visitors in parking areas adjacent to the
Building in accordance with Landlord’s standard parking procedures.


 


23.           Sale by
Landlord. 
In the event of an arms length sale or conveyance by Landlord to an
unrelated Third Party of Landlord’s interest in the Building or in this Lease,
the same shall operate to release Landlord from any future liability under this
Lease accruing from and after such transfer. 
Tenant agrees to look solely to the successor in interest of Landlord in
and to this Lease for the performance of Landlord’s covenants and obligations.


 


24.           Estoppel
Certificate. 
Tenant shall, at the request of Landlord at any time and from time to
time upon not less than ten (10) business days’ prior written notice, furnish
to Landlord, or an entity designated by Landlord, a certificate stating (i)
that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect), (ii) the dates to which the Rent and
other charges are paid, (iii) that Tenant is in possession and paying Rent on a
current basis with no offsets, defenses or claims, (iv) that there are not any
uncured defaults on the part of Tenant and to Tenant’s knowledge, on the part
of Landlord, under the Lease (or specifying such defaults, if any are claimed)
and (v) such other matters as Landlord may reasonably require or that any
prospective purchaser, mortgagee or ground lessor may require.


 

















 


25.           Transfer of Personal Property, Equipment and Trade Fixtures. 
In consideration of Tenant’s obligations and covenants hereunder,
Landlord hereby sells, assigns, transfers and conveys to Tenant all of its
right, title and interest in and to the personal property, equipment and trade
fixtures located on the Premises as of the Effective Date.  From and after the Effective Date, all
personal property, equipment and trade fixtures located on the Premises shall
be deemed the property of Tenant.  The
Parties have executed a Bill of Sale as of the date hereof regarding such
transfer.


 


26.           Hazardous
Materials. 
Prior to executing this Lease, Tenant has completed, executed and
delivered to Landlord a Hazardous Materials Disclosure Certificate (“Initial
Disclosure Certificate”) a fully completed copy of which is attached hereto
as Exhibit E and incorporated herein by this reference.  Tenant covenants, represents and warrants to
Landlord that the information on the Initial Disclosure Certificate is true and
correct and accurately describes all Hazardous Materials (as defined below)
which will be manufactured, treated, used, handled, transported or stored on or
about the Premises by Tenant or Tenant’s agents.  Tenant shall on each anniversary of the Commencement Date and at
such other times as Tenant desires to manufacture, treat, use, handle,
transport or store on or about the Premises new or additional Hazardous
Materials which were not listed on the Initial Disclosure Certificate, complete,
execute and deliver to Landlord an updated Disclosure Certificate (each, an “Updated
Disclosure Certificate”) describing the then current and proposed future
presence of Hazardous Materials on or about the Premises, which Updated
Disclosure Certificate shall be in the same format as that which is set forth
in Exhibit E or in such updated format as Landlord may require from time
to time.  Tenant shall deliver an
Updated Disclosure Certificate to Landlord not less than thirty (30) days prior
to the date Tenant intends to commence the manufacture, treatment, use,
handling, transportation or storage of new or additional Hazardous Materials on
or about the Premises, and Landlord shall have the right to approve or
disapprove such new or additional Hazardous Materials in its sole and absolute
discretion.  Tenant shall not allow the
presence of Hazardous Materials on or about the Premises except as described in
the Initial Disclosure Certificate or as otherwise approved by Landlord in
writing in accordance with this Paragraph  26, which approval
shall not be withheld if consistent with Landlord’s past practice on the
Premises.


 


Tenant shall not
cause or permit any Hazardous Material to be generated, produced, brought upon,
used, stored, treated or disposed of in or about the Premises by Tenant, its
agents, employees, contractors, sublessees or invitees without (a) the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
and (b) complying with all applicable federal, state and local laws and
ordinances pertaining to the transportation, storage, use, treatment, handling,
manufacture or disposal of such Hazardous Materials, including but not limited
to obtaining and complying with proper licenses and permits (collectively,
“Environmental Requirements”).  Landlord
shall be entitled to take into account such other factors or facts as Landlord
may reasonably determine to be relevant in determining whether to grant or
withhold consent to Tenant’s proposed activity with respect to Hazardous Material.  In no event, however, shall Landlord be
required to consent to the installation or use of any underground storage
tanks.


 


If, during the
Term, the treatment, handling, manufacture, transportation, storage, use,
release or disposal of Hazardous Materials on the Premises results in the
contamination of


 

















 


leasehold improvements (including buildings), equipment, soil or
surface or ground water or loss or damage to Person(s) or property, then Tenant
agrees to:  (a) notify Landlord
immediately of any contamination, claim of contamination, loss or damage, (b)
after consultation with the Landlord, clean up the contamination in full
compliance with all applicable statutes, regulations and standards, and (c)
indemnify, defend and hold Landlord harmless from and against any claims,
suits, causes of action, costs and fees, including attorney’s fees and costs
(all such losses, collectively, “Losses”), arising from or connected
with any such contamination, claim of contamination, loss or damage.  Tenant agrees to fully cooperate with
Landlord and provide such documents, affidavits and information as may be
requested by Landlord (a) to comply with any Environmental Requirements (as
defined below), (b) to comply with the request of any lender, purchaser, tenant,
or government agency and/or (c) for any other reason deemed necessary by
Landlord in its sole discretion.  Tenant
further shall:  (a) notify Landlord
promptly in the event of any spill or other release of any Hazardous Material
at, in, on, under or about the Premises which is required to be reported to a
governmental authority under any Environmental Requirements (as defined below),
(b) promptly forward to Landlord copies of any notices received by Tenant
relating to alleged violations of any Environmental Requirements, (c) promptly
pay when due any fine, penalty or assessment against Landlord, Tenant or the
Premises relating to any such spill or release or any violation of any
Environmental Requirements during the Term, and (d) indemnify, defend and hold
Landlord harmless from and against any and all Losses relating to or arising
from any such spill or release or any violation of an Environmental
Requirement.


 


If a lien is filed
against the Premises by any governmental authority resulting from the need to expend
or the actual expending of monies arising from an act or omission, whether
intentional or unintentional, of Tenant, its agents, employees or invitees or
for which Tenant is responsible, resulting in the releasing, spilling, leaking,
leaching, pumping, emitting, pouring, emptying or dumping of any Hazardous
Material into the waters or onto land located within or without the State where
the Premises is located, then Tenant shall, within thirty (30) days from the
date that Tenant is first given notice that such lien has been placed against
the Premises (or within such shorter period of time as may be specified by
Landlord if such governmental authority has commenced steps to cause the
Premises to be sold pursuant to such lien) either (a) pay the claim and remove
the lien, or (b) furnish a cash deposit, bond, or such other security with
respect thereto as is satisfactory in all respects to Landlord and is
sufficient to effect a complete discharge of such lien on the Premises.


 


Landlord shall
have the right, but not the obligation, without in any way limiting Landlord’s
other rights and remedies under this Lease to enter upon the Premises, or to
take such other actions as it deems necessary or advisable, to investigate,
clean up, remove or remediate any Hazardous Materials or contamination by
Hazardous Materials present on, in, at, under or emanating from the Premises or
the Building in violation of Tenant’s obligations under this Lease or under any
laws regulating Hazardous Materials. 
Notwithstanding any other provision of this Lease, Landlord shall have
the right, at its election, in its own name or as Tenant’s agent, to negotiate,
defend, approve and appeal, at Tenant’s expense, any action taken or order
issued by any governmental agency or authority with any governmental agency or
authority against Tenant, Landlord or the Premises relating to any Hazardous
Materials or under any related law or the occurrence of any event or existence
of any condition that would case a breach of any of the


 

















 


covenants set forth in this Paragraph 26.  Prior to or promptly after the expiration or
termination of this Lease, Landlord may conduct or require an environmental
audit, assessment or investigation of the Premises by a qualified environmental
consultant.  Landlord and Tenant shall
equally share the reasonable costs of such an environmental audit and shall, at
its sole cost and expense, take all actions recommended in such audit to
remediate any environmental conditions. 
The provisions of this Paragraph 26 shall survive the expiration
or earlier termination of this Lease.


 


As used in this
Lease, the term “Hazardous Material” shall mean any flammable items,
explosives, radioactive materials, oil, hazardous or toxic substances, material
or waste, including any substances defined as or included in the definition of
“hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic
substances” now or subsequently regulated under any applicable federal, state
or local laws or regulations, including without limitation petroleum-based
products, asbestos, PCBs, mold, radioactive materials and similar compounds.


 


As used in this
Lease, the term “Environmental Requirements” shall mean all federal,
state, local and foreign statutes, regulations, ordinances and other provisions
having the force or effect of law, all judicial and administrative orders and
determinations, all contractual obligations and all common law concerning
public health and safety, worker health and safety, and pollution or protection
of the environment, including without limitation all those relating to the
presence, use, production, generation, handling, transportation, treatment,
storage, disposal, distribution, labeling, testing, processing, discharge,
release, threatened release, control, or cleanup of any Hazardous Materials,
each as amended and as in effect prior to, on, or after the date of this Lease.


 


27.           Certain Rights Reserved to Landlord.  Landlord
reserves the following rights:  (a) to
change the name or street address of the Building or the suite number of the
Premises; (b) to install, affix and maintain any and all signs on the exterior
or interior of the Building; (c) to make repairs, decorations, alterations,
additions, or improvements, whether structural or otherwise, in and about the
Building, and for such purposes to enter upon the Premises, temporarily close
doors, corridors and other areas in the Building and interrupt or temporarily
suspend services or use of common areas; (d) to install, use and maintain in
and through the Premises pipes, conduits, wires and ducts serving the Building,
provided that such installation, use and maintenance does not unreasonably
interfere with Tenant’s use of the Premises; (e) to approve or disapprove the
weight, size or location of heavy equipment in and about the Premises; and (f)
to take any other action which Landlord deems reasonable in connection with the
operation, maintenance or preservation of the Building.  The exercise of any such rights shall not be
deemed to constitute an eviction or disturbance of Tenant’s use or possession
of the Premises and shall not give rise to any claim for set-off or abatement
of Rent or any other claim.


 


28.           Confidentiality.  Each Party,
on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause
its respective directors, officers, employees, agents, accountants, counsel and
other advisors and representatives to hold, in strict confidence, with at least
the same degree of care that applies to Landlord’s confidential and proprietary
information pursuant to policies in effect as of the Effective Date, all
information concerning the other and the other’s Subsidiaries


 

















 


that is either in its
possession (including information in its possession prior to the Effective
Date) or furnished by the other or the other’s Subsidiaries or their respective
directors, officers, employees, agents, accountants, counsel and other advisors
and representatives at any time pursuant to this Lease, and shall not use any
such Information other than for such purposes as may be expressly permitted
hereunder or thereunder, except, in each case, to the extent that such
Information has been (i) in the public domain through no fault of such Party or
its Subsidiaries or any of their respective directors, officers, employees,
agents, accountants, counsel and other advisors and representatives; (ii) later
lawfully acquired from other sources by such Party (or any of its Subsidiaries)
which sources are not themselves bound by a confidentiality obligation; or
(iii) independently generated without reference to any proprietary or
confidential information of the other Party.


 


29.           Debarment
and Exclusion. 
Landlord represents and warrants that neither it, nor any of its
employees or agents working on Tenant’s behalf, has ever been, is currently, or
is the subject of a proceeding that could lead to that Party becoming, as
applicable, a Debarred Entity or Debarred Individual.  Landlord further covenants, represents and warrants that if,
during the Term, it, or any of its employees or agents working on Tenant’s
behalf, becomes or is the subject of any FDA investigation or debarment
proceeding that could lead to that Party becoming, as applicable, a Debarred
Entity or Debarred Individual, Landlord shall immediately notify Tenant and
reassign such employees such that they no longer work on Tenant’s behalf.  For purposes of this provision, the
following definitions shall apply:


 


(a)           A “Debarred Individual” is an individual who has been
debarred by the FDA pursuant to 21 U.S.C. §335a (a) or (b) from providing
services in any capacity to a Person that has an approved or pending drug
product application.


 


(b)           A “Debarred Entity” is a corporation, partnership or
association that has been debarred by the FDA pursuant to 21 U.S.C. §335a (a)
or (b) from submitting or assisting in the submission of any abbreviated drug
application, or a subsidiary or affiliate of a Debarred Entity.


 


30.           Miscellaneous.


 


A.            Time of
the Essence. 
Time is of the essence of this Lease and each and all of its provisions.


 


B.            Governing Law/Compliance with Laws.  This Lease
shall be governed by and construed and interpreted in accordance with the laws
of the State of Illinois irrespective of the choice of laws principles of the
State of Illinois, as to all matters, including matters of validity,
construction, effect, enforceability, performance and remedies.  Each Party shall comply with all applicable
laws, rules and regulations in the performance of its obligations under this
Lease.


 


C.            Lease
Modification. 
Should any mortgagee or ground lessor require a modification of this
Lease, which modification will not bring about any increased cost or expense to
Tenant or in any other way substantially change the rights and obligations of
Tenant hereunder, Tenant agrees that this Lease may be so modified.


 

















 


D.            Alternative Dispute Resolution.  The Parties
acknowledge that, from time to time after the Effective Date, a controversy,
dispute or claim may arise relating to either Party’s rights or obligations
under this Lease.  The Parties agree
that any such controversy, dispute or claim (whether arising in contract, tort
or otherwise) arising out of or relating in any way to this Lease (shall be
resolved by the Alternative Dispute Resolution (“ADR”) provisions set
forth in Exhibit D attached hereto, the result of which shall be
binding upon the Parties.  Unless
otherwise agreed in writing, the Parties shall continue to provide services and
honor all other commitments under this Lease during the course of dispute
resolution pursuant to the provisions of Exhibit D with respect to all
matters subject to such dispute, controversy or claim.


 


E.             Independent
Contractors. 
It is understood that both Parties hereto are independent contractors
and engage in the operation of their own respective businesses and neither
Party hereto is to be considered the agent of the other Party for any purpose
whatsoever and neither Party has any authority to enter into any contract or
assume any obligation for the other Party or to make any warranty or
representation on behalf of the other Party.  Each Party shall be fully
responsible for its own employees, servants and agents, and the employees,
servants and agents of one Party shall not be deemed to be employees, servants
and agents of the other Party for any purpose whatsoever.


 


F.             Force
Majeure. 
Neither Party shall be deemed in default of this Lease to the extent
that any delay or failure in the performance of its obligations under this
Lease results from any cause beyond its reasonable control and without its
fault or negligence, such as acts of God, acts of civil, military or government
authority, embargoes, epidemics, war, riots, insurrections, acts of terrorism,
fires, explosions, earthquakes, floods, unusually severe weather conditions,
labor problems or unavailability of parts, or, in the case of computer systems,
any failure in electrical or air conditioning equipment.  In the event of any such excused delay, the
time for performance shall be extended for a period equal to the time lost by
reason of the delay.


 


G.            Limitations
on Liability. 
All obligations of Landlord under this Lease will be binding upon
Landlord only during the period of its ownership of the Premises and not
thereafter.  The term “Landlord” in this
Lease shall mean only the owner, for the time being of the Premises, and in the
event of the transfer by such owner of its interest in the Premises, such owner
shall thereupon be released and discharged from all obligations of Landlord
thereafter accruing, but such obligations shall be binding during the Term upon
each new owner for the duration of such owner’s ownership.  EXCEPT AS OTHERWISE SET FORTH IN PARAGRAPH
7J ABOVE, ANY LIABILITY OF LANDLORD UNDER THIS LEASE SHALL BE LIMITED
SOLELY TO ITS INTEREST IN THE PREMISES, AND IN NO EVENT SHALL ANY PERSONAL LIABILITY
BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY
RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD.  IN NO EVENT SHALL EITHER PARTY, ITS
SUBSIDIARIES OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE
OTHER PARTY FOR INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH THE PERFORMANCE OF THIS LEASE, EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EACH PARTY HEREBY WAIVES
ON


 

















 


BEHALF OF ITSELF AND ITS
SUBSIDIARIES ANY CLAIM FOR SUCH DAMAGES, INCLUDING ANY CLAIM FOR PROPERTY
DAMAGE OR LOST PROFITS, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.


 


H.            Exclusion from Liability Limitation.  The
foregoing limitations on liability in Paragraph 30G. shall not apply
to:  either Party’s liability for
breaches of confidentiality under Paragraph 28 (Confidentiality).


 


31.           No
Real Estate Brokers. 
Landlord and Tenant each represent and warrant that it has had no
dealings with any real estate broker or agent in connection with the
negotiation of this Lease and that it knows of no real estate broker, agent or
finder which is or might be entitled to a commission or fee in connection with
the Lease.  If any claim for broker’s or
finder’s fees or commissions in connection with the Lease, Landlord shall
indemnify, hold harmless and defend Tenant from and against any and all
liability, claims, demands, damages and costs (including, without limitation,
reasonable attorneys’ fees and other litigation expenses) on account of such
claim if it shall be based upon any statement, representation or agreement
claimed to have been made by Landlord, and Tenant shall indemnify, hold
harmless and defend Landlord from and against any and all liability, claims,
demands, damages and costs (including, without limitation, reasonable
attorney’s fees and other litigation expenses) on account of such claim if it
shall be based upon any statement, representation or agreement claimed to have
been made by Tenant.


 

















 


IN WITNESS WHEREOF, the Parties hereto have executed this Lease on the
date first above written.


 


	
   

  	
  Landlord:

  
	
   

  	
   

  
	
   

  	
  ABBOTT LABORATORIES

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tenant:

  
	
   

  	
   

  
	
   

  	
  HOSPIRA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title: