ONE AND A HALF GALLONS OF HYDRAULIC FLUID ON OCTOBER 26, 1999
(COLLECTIVELY, THE "BI SECTION 37 MATTERS").
TANOX WEST SHALL HAVE NO
RESPONSIBILITY WITH RESPECT TO CURING THE BI SECTION 37 MATTERS.
SUCH WAIVER
SHALL NOT EXTEND TO ANY OTHER ACTUAL OR POTENTIAL VIOLATIONS UNDER SECTION 37 OF
THE LEASE, INCLUDING BUT NOT LIMITED TO ANY SPECIFIC ENVIRONMENTAL MATTERS OTHER
THAN THE BI SECTION 37 MATTERS.
BI REPRESENTS, WARRANTS AND AGREES THAT (X)
THERE ARE NO CURRENTLY EXISTING VIOLATIONS, AND THERE ARE NO UNCURED VIOLATIONS,
OF SECTION 37 OF THE LEASE OTHER THAN WITH RESPECT TO THE BI SECTION 37 MATTERS,
AND (Y) BI WILL DILIGENTLY PROSECUTE CURING, AND SHALL CURE AS SOON AS
REASONABLY POSSIBLE, THE BI SECTION 37 MATTERS, INCLUDING OBTAINING THE CLOSURE
OF THE GOVERNMENTAL RECORDS WITH RESPECT THERETO.
BI WILL PROVIDE EVIDENCE OF
SUCH CURES TO LANDLORD AND TANOX WEST, TO THEIR SATISFACTION IN ACCORDANCE WITH
THE REQUIREMENTS OF SECTION 37 OF THE LEASE.
BI SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS LANDLORD AND TANOX WEST FROM ANY FAILURE TO CURE THE BI SECTION 37
MATTERS.
EXCEPT FOR THE FOREGOING, AND WITHOUT EXPANDING THE DEFINITION OF
LANDLORD'S CURRENT KNOWLEDGE, SUCH ACKNOWLEDGEMENT AND AGREEMENT SHALL NOT BE
DEEMED TO INCLUDE ANY REFERENCE TO ANY DEFAULT ARISING WITH RESPECT TO
SECTION 37 OF THE LEASE OR OTHERWISE IN CONNECTION WITH HAZARDOUS MATERIALS.
AS
USED HEREIN, LANDLORD'S "CURRENT KNOWLEDGE" SHALL MEAN THE CURRENT, ACTUAL
KNOWLEDGE OF IVAN GAYLER AND DAVID WINKLER AS OF THE DATE OF THIS AGREEMENT,
WITHOUT DUTY OF INQUIRY OR INVESTIGATION, AND WITHOUT CONSTRUCTIVE OR IMPUTED
KNOWLEDGE.
8.
INSURANCE.
SECTION 19.2 OF THE LEASE, SPECIFIES THE MAXIMUM
INSURANCE DEDUCTIBLE FOR THE INSURANCE TO BE MAINTAINED BY TENANT IS AT $5,000.
THE PARTIES HEREBY AGREE THAT SAID DEDUCTIBLE AMOUNT MAY BE INCREASED TO AN
AGGREGATE OF $150,000.
9.
VIVARIUM MODIFICATIONS.
LANDLORD HEREBY CONSENTS TO THE
ALTERATION OF THE EXISTING VIVARIUM PORTION OF THE PREMISES INTO A FULLY
IMPROVED CGMP STORAGE FACILITY AND/OR GENERAL WAREHOUSE; PROVIDED, HOWEVER, THAT
SUCH ALTERATIONS SHALL BE COMPLETED IN ACCORDANCE WITH THE LEASE, INCLUDING BUT
NOT LIMITED TO THE REQUIREMENT THAT TENANT OBTAIN LANDLORD'S CONSENT TO THE
PLANS THEREFOR.
TENANT SHALL USE REASONABLE EFFORTS TO RETAIN THE EXISTING
UTILITIES, DRAINS AND OTHER INFRASTRUCTURE TO SUPPORT THE REINSTALLATION OF A
VIVARIUM.
NOTWITHSTANDING ANY OTHER PROVISION OF THE LEASE TO THE CONTRARY,
TENANT SHALL NOT BE REQUIRED TO REMOVE OR RESTORE SUCH ALTERATIONS AT THE END OF
THE TERM OF THE LEASE.
LANDLORD'S CONSENT HEREIN IS NOT A CONSENT TO ANY OTHER
IMPROVEMENT OR ALTERATION WORK TO BE PERFORMED IN THE PREMISES.
10.
DOCUMENTS, MODIFICATIONS, AND CLOSURE.
A.
DOCUMENTS
Upon Landlord's request, if Tenant has less than 12 months of Cash and Liquid
Investments based on the then current burn rate (negative cash flow); if there
then exists a Default or a condition which with the giving of notice or the
passing of time or both would constitute a Default; or at any time during the
last two (2) years of the term of the