Lease and, in the case of clause (ii)
below, during the two (2) years after the termination of the Lease (provided
that Landlord agrees to pay storage/handling costs as set forth below); Tenant
shall provide Landlord:
(I)
REASONABLE ACCESS TO AND DELIVERY TO LANDLORD OF ALL AS-BUILT
DRAWINGS, MANUALS (PROVIDED THAT, AS TO MANUALS, DELIVERY SHALL BE AT THE END OF
THE LEASE TERM), SOP'S, CHANGE CONTROL DOCUMENTS, AND OTHER DOCUMENTS AND
MATERIALS REQUIRED UNDER THE LEASE, WITH UPDATES THROUGH THE TERMINATION DATE OF
THE LEASE, REQUIRED TO OPERATE AND MAINTAIN: THE UTILITY SYSTEMS IN THE DEMISED
PREMISES, AND EQUIPMENT WHICH IS TO REMAIN IN THE DEMISED PREMISES UNDER THE
TERMS OF THE LEASE AFTER THE TERMINATION DATE OF THE LEASE; AND
(II)
UPON PAYMENT BY LANDLORD TO TENANT OF A CASH PURCHASE PRICE OF
ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), PLUS FOUR PERCENT (4%)
PER ANNUM FROM JANUARY 1, 2005, COPIES OR, AT TENANT'S ELECTION, ORIGINALS OF
THE VALIDATION DOCUMENTS (AS DEFINED BELOW).
LANDLORD MAY ELECT TO ACQUIRE THE
VALIDATION DOCUMENTS AND PAY THE PURCHASE PRICE AT ANY TIME DURING THE LAST TWO
YEARS OF THE TERM OF THE LEASE AND FOR UP TO TWO YEARS THEREAFTER, PROVIDED
THAT, LANDLORD AGREES TO PAY ALL STORAGE AND HANDLING COSTS ASSOCIATED WITH THE
VALIDATION DOCUMENTS FOR ANY PERIOD AFTER THE END OF THE LEASE TERM, AND
PROVIDED FURTHER THAT, IN NO EVENT SHALL TENANT BE REQUIRED TO DELIVER ANY SUCH
VALIDATION DOCUMENTS PRIOR TO THE END OF THE LEASE TERM (BUT IF LANDLORD HAS
ELECTED TO PURCHASE THE VALIDATION DOCUMENTS AND HAS PAID FOR THE SAME, LANDLORD
SHALL BE PROVIDED REASONABLE ACCESS TO, AND THE UNLIMITED RIGHT TO COPY, THE
SAME).
PRIOR TO THE PAYMENT REFERRED TO ABOVE, IN CONNECTION WITH ANY EFFORTS
BY LANDLORD TO RELET THE DEMISED PREMISES, AND SUBJECT TO THE EXECUTION OF
APPROPRIATE CONFIDENTIALITY AGREEMENTS, TENANT AGREES TO PROVIDE LANDLORD AND
POTENTIAL TENANTS WITH A THEN CURRENT LIST OF THE VALIDATION DOCUMENTS (SIMILAR
TO THAT SET FORTH IN EXHIBIT "D" HERETO) AND LIMITED ACCESS TO A SAMPLING OF
SUCH DOCUMENTS TO THE EXTENT REASONABLY NECESSARY FOR THE LANDLORD OR POTENTIAL
TENANT TO EVALUATE THE BENEFIT OF ACQUIRING SUCH DOCUMENTS IN CONNECTION WITH
SUCH TENANT'S LEASING OF THE DEMISED PREMISES.
THE "VALIDATION DOCUMENTS" SHALL
INCLUDE ALL OF THOSE DOCUMENTS AND MATERIALS WHICH TANOX WEST ACQUIRED FROM BI
PURSUANT TO THAT CERTAIN DEFINITIVE AGREEMENT BETWEEN TANOX WEST, GUARANTOR AND
BI DATED DECEMBER 9, 2004 ("DEFINITIVE AGREEMENT"), WITH UPDATES AND ADDITIONS
THROUGH THE TERMINATION DATE OF THE LEASE, AND EXCLUDES THE DOCUMENTS REQUIRED
UNDER 10.A.I. ABOVE.
BI AND TANOX WEST REPRESENT THAT THE LIST OF DOCUMENTS IN
THE ATTACHED EXHIBIT "D" IS THE LIST OF ALL DOCUMENTS TRANSFERRED BY BI TO TANOX
WEST PURSUANT TO THE DEFINITIVE AGREEMENT, AND WHICH INCLUDE CERTAIN OF THE
DOCUMENTS AND OTHER MATERIALS REQUIRED UNDER 10.A.I. ABOVE.
LANDLORD AND TENANT
ACKNOWLEDGE AND AGREE THAT THE VALIDATION DOCUMENTS ACCESSIBLE BY OR DELIVERABLE
TO LANDLORD WILL NOT INCLUDE INFORMATION RELATED TO TENANT'S PRODUCTS, PROCESSES
AND