Common use of Construction of Tenant Finish Improvements and Possession Clause in Contracts

Construction of Tenant Finish Improvements and Possession. Landlord will perform or cause to be performed the work, if any, set forth on “Exhibit D” attached hereto (“Landlord’s Work”). Landlord shall perform Landlord’s Work in accordance with the terms of “Exhibit D” and otherwise in compliance with all applicable laws, rules, regulations, codes and ordinances, subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which Landlord will not be liable to Tenant in any way. Upon delivery of possession of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereof, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenant.

Construction of Tenant Finish Improvements and Possession. Landlord will perform or cause to be performed the work, if any, set forth on “Exhibit D” attached hereto (“Landlord’s Work”). , as defined in and pursuant to the Work Letter attached hereto as EXHIBIT D. Subject to Tenant Delays and Force Majeure, Landlord shall perform endeavor to Substantially Complete the Landlord’s Work by the Scheduled Commencement Date; provided that Landlord shall have no liability to Tenant for failing to Substantially Complete the Landlord’s Work by the Scheduled Commencement Date, Tenant’s sole and exclusive remedy for such failure being the postponement of the occurrence of the Commencement Date and the corresponding delay in accordance with the terms accrual of “Exhibit D” Rent, and such shall constitute full settlement of all claims that Tenant might otherwise in compliance with all applicable lawshave against Landlord by reason of the Premises not being ready for occupancy by Tenant on the Scheduled Commencement Date. Notwithstanding, rulesif the date of this Lease is on or prior to April 2, regulations2010 and Substantial Completion has not been achieved by the date that is one hundred (100) days after the Scheduled Commencement Date for any reason other than Force Majeure or Tenant Delays, codes then, Tenant shall have the right, exercisable only by written notice to Landlord at any time prior to the occurrence of the Commencement Date, and ordinancesas its sole and exclusive remedy, to terminate this Lease, following which, and subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which Landlord will not be liable Landlord’s return to Tenant in of the Security Deposit, neither party will have any wayfurther obligations to the other hereunder. Upon the occurrence of Substantial Completion and delivery of possession of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises AmendmentAmendment in the form of that attached hereto as EXHIBIT C, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the their then present condition thereofcondition, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to the Punch List Items (as defined in writing by Landlord and Tenant, which Landlord will promptly remedythe Work Letter). If Tenant takes possession of the Premises, Premises other than for purposes of performing Tenant’s Work (defined in Section 2.03 below). Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenant.

Construction of Tenant Finish Improvements and Possession. (A) Attached hereto as Exhibit E is an Agreement for Construction which is hereby incorporated into this Lease and shall be binding on the parties. Landlord will perform or cause to be performed the work, if any, set forth on “Work (defined in Exhibit D” attached hereto (“Landlord’s Work”E). Landlord shall perform Landlord’s Work in accordance with the terms of “Exhibit D” and otherwise in compliance with all applicable laws, rules, regulations, codes and ordinances, subject to events Tenant Delay (defined in Exhibit E) and delays due to Acts as a result of GodForce Majeure (defined in Schedule 1.1), force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which delays Landlord will not be liable to Tenant in any way. Except for the representations and warranties made by Landlord as specifically set forth in the Agreement for Construction (Exhibit E), Landlord is leasing the Premises in its “AS IS, WHERE IS, WITH ALL FAULTS” condition, without any representation or warranty. Landlord will tender the Premises to Tenant by providing not less than ten (10) days’ written notice of the day on which Landlord anticipates that the Work (defined in Exhibit E) will be completed, subject to the completion of the items on the Punch List (defined in Exhibit E). Upon delivery of possession of the entire Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, Commencement Certificate which, besides fixing confirming the Rent Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereofand its condition, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” the completion of the items agreed to on the Punch list (defined in writing by Landlord and TenantExhibit E), which Landlord will promptly remedyremedy within the time frame provided in the Agreement for Construction (Exhibit E). If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises and its condition if Tenant takes possession of the Premises, even though the Acceptance of Premises Amendment Commencement Certificate may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements be obligated to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver accept possession of the Premises upon if Landlord has obtained a temporary certificate of occupancy or certificate of occupancy for the Scheduled Commencement Date due to matters or occurrences within Premises and Landlord’s reasonable controlarchitect certifies to Tenant that the Work has been substantially completed in accordance with the Plans (defined in Exhibit E) subject to the completion of the items on the Punch List (defined in Exhibit E). In addition to completion of the items on the Punch List (defined in Exhibit E), then Tenant shall, as its sole remedy, be entitled for a period of one (a1) to recover year from Landlord, and the Completion Date (defined in Exhibit E) Landlord shall pay utilize commercially reasonable efforts to Tenant upon cause the actual Commencement Date general contractor and delivery of the Premises subcontractors who performed the Work (defined in Exhibit E), to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises promptly repair any latent defects discovered with respect to the period from Work (defined in Exhibit E) and after perform all warranty repairs under the Scheduled Commencement date contract document with respect to the actual Commencement Date at a rate not to exceed $3,440 per month, and Work (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store defined in the Building pending completion and delivery of possession of the Premises to TenantExhibit E).

Construction of Tenant Finish Improvements and Possession. Landlord shall provide an allowance for the direct costs of tenant finish improvements to the Leased Premises in the amount of Sixty Thousand Dollars ($60,000.00) (the "Allowance"). The Allowance shall be used exclusively to construct and pay for the tenant finish improvements that are directly related to the construction of the Leased Premises, excluding the cost of running conduit between the Building and 4705 Xxxx Xxxxx, Xxxxx, Xxxx xx order to connect Tenant's data rooms which will perform be paid by the Landlord and completed by January 1, 1997. Any unused portion of the Allowance shall be used to reimburse Tenant's actual moving costs incurred in moving to the Leased Premises or cause upon Tenant's option to be performed the work, if any, set forth on “Exhibit D” attached hereto (“Landlord’s Work”)apply to Tenant's rental obligations under this Lease. Tenant shall provide Landlord with invoices and evidence of payment for any moving costs Tenant requests reimbursement. Landlord shall reimburse Tenant based upon such invoices to the extent of the Allowance. Tenant shall reimburse Landlord for any cost or expense attributable to the tenant finish improvements which exceed the Allowance no later than thirty (30) days after receipt of an invoice from Landlord for such costs or expenses. Landlord shall provide space planning services and engineering and permit drawings at no cost to Tenant nor as a deduction of the Allowance. Landlord agrees to perform Landlord’s Work and complete the work on the tenant finish improvements in the Leased Premises in a good and workmanlike manner in accordance with all applicable building codes and regulations. Landlord shall give advance written notice of the day on which the tenant finish improvements shall be substantially completed and in a condition generally to allow for the intended use of the Leased Premises by Tenant. From and after receipt of said notice or earlier with the consent of Landlord, Tenant shall have the right and privilege of going onto the Leased Premises in compliance with the terms of “Exhibit D” Section 7.03 to complete interior decoration work and otherwise to prepare the Leased Premises for its occupancy, provided, however, that its schedule in compliance with all applicable laws, rules, regulations, codes so doing shall be communicated to Landlord and ordinances, subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for which any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date. Landlord will not be liable hereby warrants the Leased Premises against defects in materials and workmanship for a period of one (1) year from the Commencement Date, routine maintenance (except as to Landlord's obligations under Article 7 herein) and ordinary wear and tear excepted. Upon final completion of the Leased Premises, Landlord shall deliver to Tenant copies of all warranties and guarantees relating to the Leased Premises and any and all systems contained therein. To the extent not so permitted, Landlord shall afford to Tenant the benefit of a right to enforce the same in Landlord's name. Tenant shall not take any way. Upon delivery of possession action which shall invalidate any of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereof, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters foregoing warranties or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenantguarantees.

Construction of Tenant Finish Improvements and Possession. Tenant shall personally inspect the Leased Premises when completed and accept the same "as-is' without representation or warranty by Landlord will perform or cause of any kind except as specifically provided herein and with the understanding that Landlord shall have no responsibility with respect thereto, except to be performed construct in a good and workmanlike manner using new materials, the work, if any, base building improvements as set forth on “Exhibit D” attached hereto EXHIBIT B and the tenant finish improvements to be determined by Tenant below a finished ceiling (“Landlord’s Work”"Tenant Finish Improvements") so the Leased Premises will be available for Tenant's occupancy by the Early Occupancy Date as defined in Section 20.14 hereof, unless prevented by force majeure events, as defined below or Tenant caused delays ("Excusable Delays"). Landlord shall perform Landlord’s Work prepare the base building improvements at its sole cost and expense. Landlord shall provide an allowance for the direct costs of the Tenant Finish Improvements to the Leased Premises in accordance an amount up to Fifteen Dollars ($15.00) per rentable square foot of the Leased Premises (the "Allowance"). The Allowance shall be used exclusively to construct and pay for the Tenant Finish Improvements that are directly related to the construction of the Leased Premises. Tenant shall reimburse Landlord for any cost or expense attributable to the Tenant Finish Improvements which exceed the Allowance, no later than thirty (30) days after receipt of an invoice from Landlord for such costs or expenses or at Tenant's request, Landlord shall amortize such increased costs over the term of the Lease as set forth below. Landlord shall contract with Duke Construction Management, Inc. ("Duke') to complete the Tenant Finish Improvements. As the general contractor, Duke will competitively bid the sub-contractors who will be working in the Leased Premises and obtain at least three (3) bids. Tenant shall have the right to review and approve all bids for the Tenant Finish Improvements. Duke shall receive a construction management fee equal to seven percent (7%) of the sum of the subcontractor's contract prices and the general conditions, representing the total construction cost, which amount shall be deducted from the Allowance. The Tenant Finish Improvements may, at Tenant's option, include the installation of a raised computer room floor from Tenant's current facility or new floor, security systems, UPS system, Liebert systems, back-up generator, design services and built-in reception area, as well as other tenant finishes. From and after receipt of notice from Landlord or earlier with the terms consent of “Exhibit D” Landlord and otherwise for a minimum of two (2) weeks prior to the Early occupancy Date, Tenant shall have the right and privilege of going onto the Leased Premises to complete interior decoration work and to prepare the Leased Premises for its occupancy, provided, however, that its schedule in compliance so doing shall be communicated to Landlord and the approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Early Occupancy Date unless such damage shall be the result of the gross negligence or willful misconduct of Landlord. Landlord, at its sole cost and expense, shall pay for preliminary and final space plans and final construction drawings for the Leased Premises, the costs of such shall not be deducted from the Allowance. Landlord shall also provide Tenant with up to One Dollar ($1.00) per rentable square foot of the Leased Premises for moving expenses ("Moving Allowance"). The Moving Allowance shall be paid by Landlord to Tenant within thirty (30) days after the Early Occupancy Date. Landlord shall further provide Tenant with One Dollar and Fifty Cents ($1.50) per rentable square foot of the Leased Premises for voice/data cabling ("Cabling Allowance"). The Cabling Allowance shall be paid by Landlord to Tenant within thirty (30) days after the Early Occupancy Date. Upon request of Tenant, Landlord shall amortize up to an additional $2.00 per rentable square foot of the Leased Premises in the Minimum Annual Rent with a nine percent (9%) amortization factor to accommodate any additional costs for tenant finish improvements and moving. Tenant and Landlord shall enter into an amendment of this Lease to adjust the Minimum Annual Rent and Monthly Rental Installments to reflect the additional allowance amount. Notwithstanding the above, provided Tenant approves in writing the final floor plan by July 1, 1998, and Tenant approves in writing all applicable lawscosts for the Tenant Finish Improvements on or before August 15, rules1998, regulationsand Landlord receives all long lead Tenant Finish Improvements specifically required by Tenant's designer and architect, codes and ordinancesthe Leased Premises have not been delivered to Tenant on or before November 1, 1998, completed with the Tenant Finish Improvements, subject to events punch list items and delays due Excusable Delays, then Landlord shall provide Tenant one (1) day's minimum annual rental abatement for each day of delay after November 1, 1998 to Acts be credited to Tenant's rental obligation which will otherwise begin to accrue after the actual Commencement Date. Such abatement shall be Tenant's sole remedy for Landlord's failure to deliver the Leased Premises as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise) as a result thereof. Force majeure shall be any failure to perform or delay caused by fire, earthquake, explosion, flood, hurricane, the elements, unusual weather conditions, acts of GodGod or the public enemy, force majeure action, restrictions, limitations, or interference of governmental authorities or agents, war, invasion, insurrection, rebellion, riots, strikes or lockouts shortages of labor or materials or any other matters cause whether similar or occurrences dissimilar to the foregoing which is beyond the reasonable control of Landlord and for which Landlord will any such failure or delay due to said causes or any of them shall not be liable to Tenant in any way. Upon delivery deemed a breach of possession of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises or default in the then present condition thereof, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession performance of the Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenantthis Lease.

Construction of Tenant Finish Improvements and Possession. Landlord will agrees to perform or cause to be performed and complete the workwork on the tenant finish improvements in the Leased Premises in a good and workmanlike manner using new materials, if any, set forth on “Exhibit D” attached hereto (“Landlord’s Work”). Landlord shall perform Landlord’s Work in accordance with Tenant's construction drawings which shall be mutually agreed upon by both Landlord and Tenant (the terms of “Exhibit D” "Tenant Finish Improvements"), in an amount not to exceed Five Hundred Eighteen Thousand Six Hundred Eighty Dollars and otherwise in compliance with all applicable laws, rules, regulations, codes and ordinancesSeventy-five Cents ($518,680.75) (the "Allowance"), subject to events and delays due to Acts causes beyond its reasonable control. A copy of God, force majeure or other matters or occurrences beyond Tenant's space plan for the reasonable control of Landlord Leased Premises is attached hereto as Exhibit B. Upon completion and for which Landlord will not be liable to Tenant in any way. Upon delivery of possession approval of the Premises to Tenantconstruction drawings, Landlord covenants that on or before April 12, 1996, the Premises construction drawings shall be habitable attached hereto as Exhibit B in lieu of the space plan. Landlord shall give Tenant thirty (30) days prior written notice of the anticipated day on which its work shall be substantially completed. "Substantial completion" and "substantially complete" mean that date on which (i) all Tenant Finish Improvements to the Original Premises or Additional Space, as applicable, have been completed in accordance with Exhibit B, subject only to minor punchlist items of work which do not substantially interfere with Tenant and required Tenant's use of the Original Premises or Additional Space, as applicable, (ii) all governmental or quasi-governmental requirements applicable to the construction and occupancy of the Original Premises or Additional Space, as applicable, are satisfied (it being understood that the obligation to obtain the architect's certificate of substantial completion shall be borne by applicable lawLandlord, provided that Tenant shall timely and properly arrange its furnishings and be available for walk-throughs of the Original Premises or Additional Space, as applicable, and shall otherwise cooperate with Landlord in obtaining such certificate), (iii) all major equipment and mechanical systems in the Original Premises or Additional Space, as applicable, are in good working order, and (iv) the Original Premises or Additional Space, as applicable, are broom clean. Landlord shall use commercially reasonable efforts to substantially complete the Tenant Finish Improvements in the Original Premises on or before July 15, 1996, and to substantially complete the Tenant Finish Improvements in the Additional Space on or before April 1, 1997. Attached hereto as Exhibit E is the proposed schedule for occupancy. Tenant shall have the right to terminate this Lease if the Tenant Finish Improvements in the Original Premises are not substantially completed by October 31, 1996. Prior to the Commencement Date, Tenant, Landlord, and Tenant's architect shall inspect the Original Premises and the Common Areas and Landlord, Tenant and Tenant's architect shall prepare and execute a punch-list. Landlord shall complete all punch-list items as soon as conditions practically permit, and within sixty (60) days of substantial completion, provided, however, that in the event one or more punch-list items cannot reasonably be completed within such sixty-day period, and Landlord and has diligently commenced completion thereof within such period, the time for completion of such items shall be extended until such items can reasonably be completed. Tenant shall execute reasonably cooperate with Landlord in connection with the Acceptance completion of any punch-list items. The Allowance shall be available for the cost of construction of Tenant Finish Improvements, Tenant signage costs, voice and data cabling, telephone and computer equipment relocation and the possible acquisition of a Liebert unit, raised computer floor and security system from Roadway Global Air, Inc. ("Roadway"). Landlord shall use commercially reasonable efforts to make said acquisition on behalf of Tenant. Tenant shall have the right and privilege of going onto the Leased Premises Amendmentfrom and after the date of substantial completion of the Tenant Finish Improvements to complete interior decoration work and to prepare the Leased Premises for its occupancy, whichprovided, besides fixing however, that its schedule in so doing shall be communicated to Landlord and the approval of Landlord secured, which approval shall not be unreasonably withheld, delayed or conditioned, so as not to interfere with other work of Landlord being carried on at the time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereof, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed Landlord's gross negligence or willful misconduct. Landlord has no construction or improvement obligations in connection with the Leased Premises except as expressly set forth herein and in Exhibit B. Notwithstanding anything contained herein to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Premisescontrary, Tenant shall be deemed required to have accepted allocate a minimum of Four Hundred Thirty Thousand One Hundred Twenty-five Dollars and Fifty Cents ($430,125.50) of the Allowance for the cost of construction of the Tenant Finish Improvements in the Leased Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Workand, Tenant shall make all other necessary improvements to the extent Tenant purchases Roadway's Liebert unit, raised computer floor and security system, to the acquisition thereof. The Allowance shall be applied first to the cost of all Tenant Finish Improvements in the Leased Premises and the aforementioned acquisition, and any remaining balance of the Allowance, in excess of Four Hundred Thirty Thousand One Hundred Twenty-five Dollars and Fifty Cents ($430,125.50), shall be available for other costs in accordance with the preceding paragraph. The Minimum Annual Rent will be reduced by any unused balance of the Allowance based on a straight-line amortization over the Lease Term. Landlord shall provide Tenant with an additional tenant finish improvement allowance to operate Tenant’s business be used for tenant finish improvements in the Leased Premises, not to exceed Eighty-eight Thousand Five Hundred Fifty-five Dollars and Twenty-five Cents (“Tenant’s Work”$88,555.25), to be amortized over the term of the Lease at twelve percent (12%) interest per annum and payable in equal monthly installments of principal and interest (the "Additional Allowance"). Any costs in excess of the Allowance and the Additional Allowance shall be Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes 's sole responsibility and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant within thirty (30) days following receipt of an invoice therefor. Duke Construction Management, Inc. ("DCM") shall act as the Landlord's general contractor. DCM will competitively bid all Tenant Finish Improvements and manage the entire construction process. DCM will provide Tenant with a cost summary breakdown for its currently occupied premises the scope of the project which will include a minimum of two (2) estimates for each trade. Landlord agrees to review such estimates with respect Tenant and to work with Tenant to mutually agree upon the period from selection of subcontractors. Landlord reserves the right to select subcontractors based on price, quality and after delivery. As the Scheduled Commencement date to general contractor, DCM will receive a seven percent (7%) construction fee based on the actual Commencement Date at a rate total project cost. Landlord shall contribute an amount not to exceed Twelve Thousand One Hundred Dollars ($3,440 per month12,100.00) for costs incurred by Tenant for space plan/design, selection of finishes, and (b) to rent-free dry storage review of Tenant’s boxed and secured laboratory equipment, which final construction documents. Landlord shall at its expense move also pay for an architect to finalize and store convert the space plan into construction documents. Tenant shall have the right to review and approve the construction documents prior to substituting them in place of the floor plan as Exhibit B. Landlord also agrees to upgrade and repair the seventh (7th) floor elevator lobby and common area hallways prior to August 1, 1996. Such lobby and hallways shall contain finishes which are comparable to those in other recently upgraded elevator lobbies and common area hallways in other buildings owned by Landlord in the Building pending completion and delivery of possession of area. Landlord shall also investigate and, if necessary, repair the Premises to Tenantwindow seals in the Leased Premises.

Construction of Tenant Finish Improvements and Possession. Landlord will agrees to perform or cause and complete the work on the tenant finish improvements in the Leased Premises as set out on Exhibit "B" in a good and workmanlike manner in accordance with all applicable building codes and regulations. Landlord shall give advance written notice of the day on which its work to be performed the work, if any, set forth on “Exhibit D” attached hereto (“Landlord’s Work”). Landlord shall perform Landlord’s Work in accordance with the terms of “Exhibit D” "B" shall be substantially completed and otherwise in a condition generally to allow for the intended use of the Leased Premises by Tenant. From and after receipt of said notice or earlier with the consent of Landlord, Tenant shall have the right and privilege of going onto the Leased Premises in compliance with all applicable lawsthe terms of Section 7.03 to complete interior decoration work and to prepare the Leased Premises for its occupancy, rulesprovided, regulationshowever, codes that its schedule in so doing shall be communicated to Landlord and ordinancesthe approval of Landlord secured so as not to interfere with other work of Landlord being carried on at the same time; and provided further that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant's leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date. Provided that this Lease is executed by Tenant and Landlord on or before May 15, 1995, Landlord shall substantially complete the tenant finish improvements in the Leased Premises on or before July 18, 1995, subject to events and delays due to Acts of God, force majeure events as defined in Section 15.07, Tenant directed change orders or other matters or occurrences beyond Tenant delays (together "Excusable Delays"). In the reasonable control of Landlord and for which Landlord will event said tenant finish improvements shall not be liable substantially complete by September 18, 1995, subject to Excusable Delays, Tenant in any way. Upon delivery of possession of the Premises to Tenantshall, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing commencing upon the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted receive an abatement of rent equal to one (1) day of rent for each day the Premises in the then present condition thereoftenant finish improvements shall not be substantially complete beyond September 18, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof1995. In the event that Landlord is unable shall not substantially complete the tenant finish improvements by October 18, 1995, subject to deliver possession Excusable Delays, Tenant shall have the right to terminate this Lease by providing written notice to Landlord, whereupon this Lease shall be null and void and neither party shall have any liability to the other hereunder. Landlord hereby warrants the Leased Premises against defects in materials and workmanship for a period of one (1) year from the Commencement Date, routine maintenance (except as to Landlord's obligations under Article 7 herein) and ordinary wear and tear excepted. Upon final completion of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable controlLeased Premises, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay deliver to Teneant copies of all warranties and guarantees relating to the Leased Premises and any and all systems contained therein. To the extent permitted by such warranties and guarantees, Landlord shall assign the same to Tenant. To the extent not so permitted, Landlord shall afford to Tenant upon the actual Commencement Date and delivery benefit of a right to enforce the same in Landlord's name. Tenant shall not take any action which shall invalidate any of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenantforegoing warranties or guarantees.

Construction of Tenant Finish Improvements and Possession. Landlord Attached hereto as Exhibit E is an Agreement for Construction which is hereby incorporated into this Lease and shall be binding on the parties. Tenant will perform or cause to be performed the workWork, if any, subject to payment of the Tenant Allowance as set forth on in Exhibit E. Except as specifically set forth in the Agreement for Construction regarding payment of the Tenant Allowance, (A) Landlord is leasing the Premises to Tenant in its “Exhibit DAS IS, WHERE IS, WITH ALL FAULTS” attached hereto (“Landlord’s Work”)condition, without any representation or warranty with respect to the Premises or the Building, or their condition, or with respect to the suitability thereof for Tenant's business. Landlord shall perform Landlordhave no obligation to make or pay for any improvements or renovations in or to the Premises or to otherwise prepare the Premises for Tenant’s Work in accordance with the terms of “Exhibit D” and otherwise in compliance with all applicable laws, rules, regulations, codes and ordinances, subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which Landlord will not be liable to Tenant in any wayoccupancy. Upon delivery of possession of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, Commencement Certificate which, besides fixing confirming the Rent Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereofand its condition, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedyrespects. If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises and it’s as-is condition as of the Rent Commencement Date, even though the Acceptance of Premises Amendment Commencement Certificate may not have yet been executed. Other than LandlordNotwithstanding the foregoing, Landlord represents and warrants that to its knowledge, as of the Commencement Date, (i) the Building’s Worksystems (including, Tenant shall make all other necessary improvements without limitation the electrical and mechanical systems) are in good working order, (ii) Landlord has not received any notices of violations of law from any controlling governmental entity which remain uncured and (iii) Landlord has not received any notices of violations of the ADA that remain uncured. Reference in this Lease to the Premises to operate Tenant’s business (“Tenant’s Work”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements knowledge” of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from any “notice” having been “received” by Landlord, and Landlord in any variation of such references, such references; (i) shall pay to Tenant upon mean only the actual Commencement Date knowledge of, or notice actually received personally by, Irina Pistolet; (ii) shall not mean or include any imputed or constructive knowledge of Irina Pistolet, or any notice constructively received by Irina Pistolet; (iii) shall not include any actual, imputed or constructive knowledge of any officer, agent, employee or affiliate of Irina Pistolet or Landlord, or any other person or entity, or any notice actually or constructively received by any officer, agent, employee or affiliate of Landlord, or any other person or entity; and delivery of the Premises (iv) shall not be deemed to Tenantimply that Irina Pistolet or any other person or entity has undertaken, the aggregate holdover rent paid by Tenant for its currently occupied premises or has any duty or obligation to undertake any investigation or inquiry with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenantsubject matter thereof.

Construction of Tenant Finish Improvements and Possession. Except to the extent otherwise specifically provided in this Lease, Landlord will perform is leasing the Premises “as is” without representation or cause to be performed warranty. Notwithstanding the workforegoing, if anyLandlord shall, set forth on “Exhibit D” attached hereto at its sole cost and expense, refurbish the restrooms servicing the Premises (collectively “Landlord’s Work”), and shall cause Landlord’s Work to be completed in a good and workmanlike manner, using Building-standard materials and finishes. Tenant acknowledges that as of the date hereof, Landlord has substantially completed a portion of Landlord’s Work associated with the improvements to the restrooms on the ninth (9th) floor, and that the improvements to the restrooms on the tenth (10th) floor shall be substantially similar to the ninth (9th) floor with regard to materials and finishes. Landlord shall perform Landlordprovide Tenant with a “Space Planning Allowance” in an amount equal to Seventeen Cents ($0.17) multiplied by the square footage leased to Tenant hereunder. Landlord shall pay such Space Planning Allowance to Tenant within thirty (30) days of receipt of Tenant’s Work invoice for such space planning. Landlord shall also provide Tenant with a “Tenant Improvement Allowance” equal to Twenty-Five Dollars ($25.00) multiplied by the square footage leased to Tenant hereunder. The Tenant Improvement Allowance may be used by Tenant to pay for the Tenant Improvements (as hereinafter defined). Landlord shall pay the Tenant Improvement Allowance to Tenant upon receipt from Tenant of an invoice from Tenant showing that such expenses have been incurred and paid along with a waiver of lien for the funds to be disbursed under each respective invoice from each contractor participating in the Tenant Improvements. If the cost of completing Tenant’s Improvements is less than the Tenant Improvement Allowance and the Space Planning Allowance, Landlord shall at its option pay the difference in a lump sum to Tenant within thirty (30) days after Landlord receives Tenant’s first rent payment under the Lease, or provide Tenant with a credit toward the next installment(s) of Monthly Base Rent. Tenant shall undertake completion of Tenant’s work (the “Tenant Improvements”) in accordance with the terms of “Exhibit D” Work Letter at Tenant’s cost and otherwise in compliance with all applicable lawsexpense by a contractor reasonably acceptable to Landlord, rules, regulations, codes and ordinances, subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which Landlord will not be liable to Tenant in any way. Upon delivery of possession of the Premises to Tenant, Landlord covenants that the Premises shall be habitable in accordance with the plans and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Premises in the then present condition thereof, and that the Premises and the Building are satisfactory in all respects except for minor “punch list” items agreed to in writing by Landlord and Tenant, which Landlord will promptly remedy. If Tenant takes possession of the Premises, Tenant shall be deemed to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than Landlord’s Work, Tenant shall make all other necessary improvements to the Premises to operate Tenant’s business (“Tenant’s Work”)specifications described therein. Tenant’s Work architect shall comply with prepare all applicable statutes, ordinances, regulations architectural plans and codes and shall strictly comply with construction documents required for the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession construction of the Premises upon Tenant Improvements. Landlord shall assume the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable controlresponsibility for the preparation of all site, then Tenant shallstructural, as its sole remedymechanical, be entitled (a) to recover from Landlordelectrical and plumbing drawings for the base building and common areas, and Landlord shall pay for test fit studies. The cost of all design and engineering fees specific to the Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent Improvements shall be paid by Tenant but the Tenant Improvement Allowance and Space Planning Allowance may be used for its currently occupied premises such costs. Landlord, at Landlord’s expense, shall renovate the restrooms in the Premises in accordance with respect the renovation plan described in the Work Letter. Landlord shall coordinate Landlord’s Work with Tenant construction of the Tenants Improvements pursuant to the period from and after schedule set forth in the Scheduled Commencement date Work Letter. Tenant shall have access to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage Premises commencing on the execution of this Lease for purposes of constructing the Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to TenantImprovements.

Construction of Tenant Finish Improvements and Possession. Section 2.02 of the Lease is hereby amended by incorporating the following: “Tenant is currently occupying the Leased Premises and accepts the same “AS IS” without representation or warranty by Landlord will perform or cause of any kind and with the understanding that Landlord shall have no responsibility with respect thereto, except to construct in a good and workmanlike manner the improvements to be performed determined by Tenant and approved by Landlord, which approval will not be unreasonably withheld (the work, if any, set forth on “Exhibit D” attached hereto (“Landlord’s WorkTenant Finish Improvements”). Landlord shall perform Landlord’s Work in accordance with provide an allowance for the terms of “Exhibit D” and otherwise in compliance with all applicable laws, rules, regulations, codes and ordinances, subject to events and delays due to Acts of God, force majeure or other matters or occurrences beyond the reasonable control of Landlord and for which Landlord will not be liable to Tenant in any way. Upon delivery of possession direct costs of the Premises Tenant Finish Improvements to Tenant, Landlord covenants that the Premises shall be habitable in accordance with and required by applicable law, and Landlord and Tenant shall execute the Acceptance of Premises Amendment, which, besides fixing the Commencement Date and Expiration Date, will contain acknowledgments that Tenant has accepted the Leased Premises in the then present condition thereofamount of Eighty-two Thousand Seven Hundred Sixty-two Dollars and Fifty Cents ($82,762.50) (the “Allowance”) to be used by Tenant on or before September 30, 2005. The Allowance shall be used exclusively to construct and pay for the Tenant Finish Improvements that are directly related to the Premises construction or refurbishment of the Leased Premises, except Tenant may use up to Forty-one Thousand Three Hundred Eighty-one Dollars and Twenty-five Cents ($41,381.25) of the Building are satisfactory in Allowance (i) to pay for soft costs associated with the Tenant Finish Improvements; or (ii) to credit against the Minimum Annual Rent due hereunder. Tenant shall reimburse Landlord for any cost or expense attributable to the Tenant Finish Improvements which exceed the Allowance, no later than thirty (30) days after receipt of an invoice from Landlord for such costs or expenses. Any Allowance not used by Tenant on or before September 30, 2005, shall be forfeited by Tenant. Landlord shall contract with Duke Construction Limited Partnership, or a subsidiary or affiliate of Landlord (“Duke”), to complete the Tenant Finish Improvements who will competitively bid all respects except for minor “punch list” items agreed major trades to in writing by Landlord achieve the best possible pricing. Duke shall receive five percent (5%) overhead and Tenantfive percent (5%) fee as Landlord’s construction manager or general contractor, which Landlord will promptly remedyamounts shall be deducted from the Allowance. If Tenant takes possession of the Premises, Tenant shall be deemed have the right to have accepted the Premises even though the Acceptance of Premises Amendment may not have yet been executed. Other than request a specific subcontractor and provided such subcontractor meets with Landlord’s Workapproval, Tenant such subcontractor shall make all other necessary improvements have the right to the Premises to operate Tenant’s business (“Tenant’s Workenter a bid.”). Tenant’s Work shall comply with all applicable statutes, ordinances, regulations and codes and shall strictly comply with the requirements of Paragraph 7.03 hereof. In the event that Landlord is unable to deliver possession of the Premises upon the Scheduled Commencement Date due to matters or occurrences within Landlord’s reasonable control, then Tenant shall, as its sole remedy, be entitled (a) to recover from Landlord, and Landlord shall pay to Tenant upon the actual Commencement Date and delivery of the Premises to Tenant, the aggregate holdover rent paid by Tenant for its currently occupied premises with respect to the period from and after the Scheduled Commencement date to the actual Commencement Date at a rate not to exceed $3,440 per month, and (b) to rent-free dry storage of Tenant’s boxed and secured laboratory equipment, which Landlord shall at its expense move to and store in the Building pending completion and delivery of possession of the Premises to Tenant.